EFTA01121910

Name of Investor: Investment Representative: Investor Representative Phone #: VALAR GLOBAL FUND III LP SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE 109191599v3 EFTA01121910 VALAR GLOBAL FUND HI LP SUBSCRIPTION INSTRUCTIONS A subscription to invest in Valar Global Fund III LP (the "Fund") may be made only by means of the completion, delivery and acceptance of the subscription documents in this package as follows: Completion of the following documents: o Subscription Agreement and Investor Questionnaire: Complete all requested information in this Subscription Agreement and Investor Questionnaire (the "Agreement") and date and sign a copy of the signature page. o Investor Information and Investor Type Representations: Complete all requested information in the Investor Infonnation fonn and the Investor Type Representations form attached as SCHEDULE A and SCHEDULE B, respectively. o IRS Form W-9 or Form W-8: Complete and sign IRS Form W-9 or the applicable Form W-8 to certify your tax identification number or status attached as EXHIBIT B and EXHIBIT C, respectively. If you will be investing through multiple entities, please make additional copies of these documents as necessary, ensuring that all documents are completed for each entity investing in the Fund. DELIVERY INSTRUCTIONS. Investors must submit: o A completed copy of this Agreement; o An executed copy of the signature page to this Agreement; and o An original, executed Form W-9 or W-8, as applicable. These subscription documents should be delivered to the following address by overnight mail for delivery by the date specified in the correspondence accompanying this document. Documents may be delivered via facsimile (or by email as a PDF file): Valar Global Fund III LP do Cool LLP Attention: Ian O'Donnell Tel: Fax: Email: ADDITIONAL REQUIRED DOCUMENTS. Valar Ventures GP III LLC (the "General Partner") reserves the right to request any additional documentation necessary to verify the identity of a prospective limited partner in the Fund. Please be aware that your failure to provide such documentation may delay your acceptance by the General Partner or cause your subscription request to be rejected entirely. The Fund and the General Partner shall be held harmless by any such prospective limited partner against any loss arising as a result of a failure to provide any requested documentation. 109191599 v3 EFTA01121911 PRIVACY. The Fund takes precautions to maintain the privacy of personal information concerning the Fund's current and prospective individual investors. For more information in this regard, please refer to the Privacy Policy attached hereto as EXHIBIT D. ADDITIONAL INFORMATION. For additional information concerning subscriptions, prospective investors should contact James Fitzgerald at or . For questions regarding the completion of these subscri tion documents, please contact Sandra Dayco-Coray, a senior paralegal at Cooley LLP, at or I L For legal questions related to your subscription or questions regarding the Partnership Agreement, please contact Ian O'Donnell or Hon bo (Robert) Bao of Cooley LLP, legal counsel to the Fund ("Fund Counsel"), at or or or respectively. 109191599 v3 EFTA01121912 Prospective Investor: Contact Person: Email: Telephone No: Fax No: State/Country of Domicile: Tax Identification Number: Capital Commitment (USD): $ VALAR GLOBAL FUND III LP SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE THE OFFERING OF SECURITIES DESCRIBED HEREIN HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THIS OFFERING IS MADE PURSUANT TO RULE 506 OF REGULATION D UNDER SECTION 4(2) OF THE SECURITIES ACT, WHICH EXEMPTS FROM SUCH REGISTRATION TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING. FOR THIS REASON, THESE SECURITIES WILL BE SOLD ONLY TO INVESTORS WHO MEET CERTAIN MINIMUM SUITABILITY QUALIFICATIONS DESCRIBED HEREIN. A SUBSCRIBER SHOULD BE PREPARED TO BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE FUND FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE LIMITED PARTNERSHIP INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE LAWS OF ANY OTHER JURISDICTION, AND, THEREFORE, CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THERE IS NO OBLIGATION OF THE ISSUER TO REGISTER THE LIMITED PARTNERSHIP INTERESTS UNDER THE SECURITIES ACT OR THE LAWS OF ANY OTHER JURISDICTION. TRANSFER OF THE LIMITED PARTNERSHIP INTERESTS IS ALSO RESTRICTED BY THE TERMS OF THE LIMITED PARTNERSHIP AGREEMENT RELATING THERETO. 1 109191599 v3 EFTA01121913 PART I - APPLICABLE TO ALL INVESTORS Valar Global Fund III LP do Cooley L„ Ann: Ian O'Donnell Ladies and Gentlemen: This SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE (this "Agreement") is entered into by and among VALAR VENTURES GP DI LLC, a Delaware limited liability company (the "General Partner"), VALAR GLOBAL FUND III LP, a Delaware limited partnership (the "Fund"), and the investor identified on the signature page hereto (the "Investor") in connection with the Investor's purchase of a limited partnership interest in the Fund (the "Interest"), and admission as a Limited Partner therein pursuant to the Limited Partnership Agreement of the Fund (as amended from time to time, the "Partnership Agreement"). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Partnership Agreement. The Investor hereby subscribes for an Interest, and the General Partner, the Fund and the Investor hereby agree as follows: 1. Contribution. The Investor agrees to contribute, in installments, an aggregate amount as set forth on the signature page hereto (the Investor's "Capital Commitment") to the Fund pursuant to the terms of, and at the times required by, the Partnership Agreement. (All references herein are to United States Dollars.) All payments of the Investor's Capital Commitment shall be made by check made payable to "Valar Global Fund III LP" or by wire transfer pursuant to instructions provided by the General Partner prior to the due date of such payments. 2. Adoption. If the Investor is accepted as a Limited Partner pursuant to paragraph 3 below, the Investor hereby agrees to be bound by all the terms and provisions of the Partnership Agreement and to perform all obligations therein imposed upon a Limited Partner with respect to the Interest. 3. Acceptance of Subscription; Delivery of Partnership Agreement. The Investor understands and agrees that this subscription is made subject to the following terms and conditions: (a) The General Partner shall have the right to review the suitability of any person desiring to purchase an Interest and, in connection with such review, to waive such suitability standards as to such person as the General Partner deems appropriate under applicable law; (b) The General Partner shall have the right, in its sole and absolute discretion, to reject this subscription, in whole or in part, and the subscription shall be deemed to be accepted by the General Partner only when the Investor has been admitted to the Fund as a Limited Partner; (c) The General Partner shall have no obligation to accept subscriptions in the order received; (d) The Investor hereby requests and authorizes the General Partner to enter the Investor's name in the books and records of the Partnership as a holder of the Interest; 109191599 v3 2 EFTA01121914 (e) The Interest to be created on account of this subscription shall be created only in the name of the Investor, and the Investor agrees to comply with the terms of the Partnership Agreement and to execute any and all further documents necessary in connection with becoming a Limited Partner of the Fund; and The Investor hereby undertakes in respect of the Interest that the Investor: CO shall comply with the restrictions on transfer of the Interest contained in the Partnership Agreement; and (ii) understands that upon a default of the Investor's capital contribution obligations to the Fund, the Interest may, among other consequences, be subject to partial forfeiture in accordance with the terms of the Partnership Agreement. 4. Fund's Conditions to Closing. The Fund's obligations hereunder are subject to acceptance by the General Partner of the Investor's subscription and to the fulfillment, prior to or at the time of closing, of each of the following conditions: (a) The representations and warranties of the Investor contained in this Agreement shall be true and correct at the time of closing; and (b) All proceedings in connection with the transactions contemplated hereby and all documents and instruments incident to such transactions shall be satisfactory in substance and form to the General Partner, the Fund and Cooley LLP ("Fund Counsel"), and the General Partner, the Fund or Fund Counsel shall have received all such counterpart originals or certified or other copies of such documents as the General Partner may request. 5. Investor's Representations. In connection with the Investor's purchase of the Interest, the Investor makes the following representations and warranties on which the General Partner, the Fund and Fund Counsel are entitled to rely: (a) The Investor has received, read and understands that certain Confidential Private Placement Memorandum, as it may be amended and supplemented from time to time (the "Memorandum"), the Partnership Agreement, and this Agreement, and acknowledges and agrees that the Memorandum, the Partnership Agreement and this Agreement constitute the sole offering materials on which the offer of the Interest to the Investor is based. No representations or warranties have been made to the Investor by the Fund, the General Partner or any agent of said persons, other than as set forth in the Memorandum, the Partnership Agreement and this Agreement. (b) The Investor is acquiring the Interest solely for the Investor's own account and not directly or indirectly for the account of any other person whatsoever (or, if the Investor is acquiring the Interest as a trustee, solely for the account of the trust or trust account named herein) for investment and not with a view to, or for sale in connection with, any distribution of the Interest. The Investor does not have any contract, undertaking or arrangement with any person to sell, transfer or grant a participation to any person with respect to the Interest. (c) The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of the investment evidenced by the Investor's purchase of the Interest, and the Investor is able to bear the economic risk of such investment including the risk of complete loss. 109191599 v3 3 EFTA01121915 (d) The Investor has had access to such information concerning the Fund as the Investor deems necessary to enable the Investor to make an informed decision concerning the purchase of the Interest. The Investor has had access to the personnel at the General Partner and its Affiliates and the opportunity to ask questions of, and receive answers satisfactory to the Investor from, such persons concerning the offering of Interests in the Fund and the Fund generally. The Investor has obtained all additional information requested by the Investor to verify the accuracy of all information furnished in connection with the offering of Interests in the Fund. (e) The Investor understands that the Interest has not been registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any securities law of any state of the United States or any other jurisdiction, in each case in reliance on an exemption for private offerings, and the Investor acknowledges that the Investor is purchasing the Interest without being furnished any offering literature or prospectus other than the Memorandum, the Partnership Agreement and this Agreement. (f) The Investor is aware that (i) the Investor must bear the economic risk of investment in the Interest for an indefinite period of time, possibly until final winding up of the Fund, (ii) because the Interest has not been registered under the Securities Act, there is currently no public market therefor, (iii) the Investor may not be able to avail itself of the provisions of Rule 144 of the Securities Act with respect to the Interest, and (iv) the Interest cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. The Investor understands that the Fund is under no obligation, and does not intend, to effect any such registration at any time. The Investor also understands that sales or transfers of the Interest are further restricted by the provisions of the Partnership Agreement and, as applicable, securities laws of other jurisdictions and the states of the United States. (g) The Interest will not be transferred or disposed of except in accordance with the terms of this Agreement and the Partnership Agreement and will not be sold or transferred without registration under the Securities Act, or pursuant to an applicable exemption therefrom. (h) The Investor's full legal name, true and correct address of residence (for individuals) or principal place of business (for entities), phone number, fax number, electronic mail address, United States taxpayer identification number (each, if applicable) and other contact information are provided on SCHEDULE A hereto. (0 The execution and delivery of the Partnership Agreement and this Agreement, the consummation of the transactions contemplated thereby and the performance of the obligations thereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Investor is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Investor. (j) No suit, action, claim, investigation or other proceeding is pending or, to the best of the Investor's knowledge, is threatened against the Investor that questions the validity of the Partnership Agreement or this Agreement or any action taken or to be taken pursuant to the Partnership Agreement or this Agreement. (k) The Investor has full power and authority to make the representations referred to in this Agreement, to purchase the Interest pursuant to this Agreement and the Partnership 109191599 v3 4 EFTA01121916 Agreement and to deliver the Partnership Agreement and this Agreement. The Partnership Agreement and this Agreement create valid and binding obligations of the Investor and are enforceable against the Investor in accordance with their terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors' rights, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance. The Investor acknowledges that the Investor understands the meaning and legal consequences of the representations and warranties made by the Investor herein. Such representations and warranties are complete and accurate, shall be complete and accurate at the time of closing and may be relied upon by the Fund, the General Partner and Fund Counsel. Said representations and warranties shall survive delivery of this Agreement and the Partnership Agreement. If in any respect such information shall not be complete and accurate prior to the time of closing, the Investor shall give immediate notice of such incomplete or inaccurate information to the General Partner, specifying which representations or warranties are not complete and accurate and the reasons therefor. (m) The Investor hereby agrees to indemnify and hold harmless the Fund, Fund Counsel, the General Partner, the Management Company and each member, managing member, manager, partner, principal, director, officer, advisor or employee thereof (each, an "Indemnified Party") from and against any and all loss, damage or liability due to or arising out of any inaccuracy or breach of any representation or warranty of the Investor or failure of the Investor to comply with any covenant or agreement set forth herein or in any other document furnished to any Indemnified Party specifically supplementing the infomiation in this subscription booklet by the Investor in connection with the subscription for an Interest. The Investor shall reimburse each Indemnified Party for its legal and other expenses (including the cost of any investigation and preparation) as they are incurred in connection with any such claim, action, proceeding or investigation. The reimbursement and indemnification obligations of the Investor under this paragraph shall survive any closing applicable to the Investor (or, if this Agreement is terminated pursuant to paragraph 3(b) above, such termination) and shall be in addition to any liability which the Investor may otherwise have (including, without limitation, liabilities under the Partnership Agreement), and shall be binding and inure to the benefit of any successors, assigns, heirs, estates, executors, administrators and personal representatives of the Indemnified Parties. (n) The Investor confirms that the Investor has been advised to consult with the Investor's attorney regarding legal matters concerning the Fund and to consult with independent tax advisers regarding the tax consequences of investing in the Fund. The Investor acknowledges that he, she or it understands that any anticipated United States federal or state income tax benefits may not be available and, further, may be adversely affected through adoption of new laws or regulations or amendments to existing laws or regulations. The Investor acknowledges and agrees that the Fund is providing no warranty or assurance regarding the ultimate availability of any tax benefits to the Investor by reason of the Investor's investment in the Fund. (o) The Investor understands that information relating to the Investor shall appear on the financial statements and other records of the Fund. The Investor acknowledges and agrees that other Partners may receive such information as permitted by the Partnership 109191599v3 5 EFTA01121917 Agreement or as required by applicable laws and may share such information with their advisors and other parties. (p) The Investor understands and agrees that the General Partner may cause the Fund to make an election under Section 754 of the Internal Revenue Code of 1986, as amended (the "Code") or an election to be treated as an "electing investment partnership" for purposes of Section 743 of the Code. If the Fund elects to be treated as an electing investment partnership, the Investor shall cooperate with the Fund and the General Partner to maintain that status and shall not take any action that would be inconsistent with such election. Upon request, the Investor shall provide the General Partner with any information necessary to allow the Fund to comply with (a) its obligations to make tax basis adjustments under Sections 734 or 743 of the Code and (b) its obligations as an electing investment partnership. (q) The Investor has carefully reviewed and understands the various risks of an investment in the Fund, as well as the fees and conflicts of interest to which the Fund is subject, as set forth in the Memorandum, the Partnership Agreement and this Agreement. The Investor hereby consents and agrees to the payment of the fees so described to the parties identified as the recipients thereof, and to such conflicts of interest. (r) The Investor acknowledges that the Investor has received the Privacy Policy Statement of the Fund contained in EXHIBIT D attached hereto. (s) The Investor hereby acknowledges that none of the General Partner, the Management Company nor their respective affiliates provide, or intend to provide, advice to the Fund with respect to investment strategies that are "plans or programs for the investment of the proceeds of municipal securities or the recommendation of and brokerage of municipal escrow investments" (within the meaning of Rule 15Ba 1-1 promulgated under the Securities Act). The Investor represents and agrees that none of its contributions to the Fund will consist of "proceeds of municipal securities" (within the meaning of Rule 15Bal-1). (t) Except as disclosed in writing to the General Partner, neither the Investor nor any Beneficial Owner2 has been subject to any of the following "Disqualifying Events" specified below during the time periods specified below: If the Investor, and/or any Beneficial Owner has been subject to a Disqualifying Event, and either (i) the court or regulatory authority that entered the relevant order, judgment or decree has advised in writing (whether contained in the relevant judgment, order or decree or separately to the SEC or its staff) that disqualification under paragraph (d)(1) of Rule 506 under the Securities Act should not arise as a consequence of such order, judgment or decree, or (ii) the SEC has issued an exemption from paragraph (dX1) of Rule 506 with respect to such event, the Investor may provide a certified copy of such order, judgment, decree or exemption. 2 For the purposes of the representations under this subparagraph (t), "Beneficial Owner" means an individual or entity who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares, or is deemed to have or share: (I) voting power, which includes the power to vote, or to direct the voting of, the Interest; and/or (2) investment power, which includes the power to dispose, or to direct the disposition of, the Interest, as determined consistent with Rulel3d-3 of the U.S. Securities Exchange Act of 1934 (the "Exchange Act"). 109191599 v3 6 EFTA01121918 (i) Has been convicted, within the ten-year period ending on the date hereof, of any felony or misdemeanor: (A) In connection with the purchase or sale of any security; (B) Involving the making of any false filing with the Securities and Exchange Commission (the "SEC); or (C) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities; (ii) Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within the five-year period ending on the date hereof, that, at this date, restrains or enjoins such person from engaging or continuing to engage in any conduct or practice: (A) In connection with the purchase or sale of any security; (B) Involving the making of any false filing with the SEC; or (C) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities; (iii) Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the U.S. Commodity Futures Trading Commission (the "CFTC); or the National Credit Union Administration that: (A) On the date hereof, bars the person from: (1) Association with an entity regulated by such commission, authority, agency or officer; (2) Engaging in the business of securities, insurance or banking; or (3) Engaging in savings association or credit union activities; or (B) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct entered within the ten- year period ending on the date hereof; (iv) Is subject to an order of the SEC entered pursuant to Section 15(b) or 15B(c) of the Exchange Act or Section 203(e) or (f) of the Investment Advisers Act of 1940 that, as of the date hereof: (A) Suspends or revokes such person's registration as a broker, dealer, municipal securities dealer or investment adviser; (B) Places limitations on the activities, functions or operations of such person; or 109191599v3 7 EFTA01121919 (C) Bars such person from being associated with any entity or from participating in the offering of any penny stock; (v) Is subject to any order of the SEC entered within the five-year period ending on the date hereof that, as of the date hereof, orders the person to cease and desist from committing or causing a violation or future violation of: (A) Any scienter-based anti-fraud provision of the federal securities laws, including without limitation Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, Section 15(c)(1) of the Exchange Act and Section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (B) Section 5 of the Securities Act; (vi) Is suspended or expelled from membership in, or suspended or barred from association with a member of, a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade; (vii) Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within the five-year period ending on the date hereof, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, as of the date hereof, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued; or (viii) Is subject to a United States Postal Service false representation order entered within the five-year period ending on the date hereof, or is, as of the date hereof, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. (u) Except as disclosed in writing to the General Partner, to the best of the Investor's knowledge, neither the Investor nor any Beneficial Owner: (i) is subject to any action, proceeding or investigation or any impending action, order, judgment, or decree that could give rise to any Disqualifying Event with respect to the Investor or such Beneficial Owner; (ii) has filed or expects to file (as registrant or issuer), or was named (or expects to be named) as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC; or (iii) is a member or a person associated with a member of a registered national securities exchange or a registered national or affiliated securities association. (v) Except as disclosed in the space provided below, neither the Investor nor any Beneficial Owner: 109191599v3 8 EFTA01121920 (i) "beneficially owns" (within the meaning of Rule 13d-3 of the Exchange Act) any other limited partnership interest in the Fund, except for the Interest subscribed to hereunder, or will "beneficially own" such other interest in the Fund upon the acceptance of a subscription agreement for such other interest by the General Partner. (ii) has agreed with one or more other Limited Partners (or the "beneficial owners" of such Limited Partner(s)) to act together for the purpose of acquiring, holding, voting or disposing of limited partnership interests in the Fund (within the meaning of Rule 13d-5 of the Exchange Act). Please disclose in the space provided below the identities of (i) any other Limited Partner with whom the Investor or any Beneficial Owner owns a separate interest in the Fund, and (i) any other Limited Partner (or "beneficial owner" of such Limited Partner) with whom the Investor or any Beneficial Owner has agreed to act together for the purpose of acquiring, holding, voting or disposing of a limited partnership interest in the Fund. Other Limited Partner(s) (w) If the Investor or any Beneficial Owner has agreed with one or more other Limited Partners (or the beneficial owners of such Limited Partner(s)) to act together for the purpose of acquiring, holding, voting or disposing of limited partnership interests in the Fund, the group formed thereby is not subject to any Disqualifying Event. The Investor hereby undertakes to promptly notify the General Partner if the responses to the subparagraphs (0 to (w) become inaccurate at any time, including any time following the admission of the Investor as a Limited Partner of the Fund. 6. Anti•Money Laundering Regulations. The Investor hereby acknowledges that the General Partner's and the Fund's intent is to comply with all applicable United States federal, state and local laws designed to combat money laundering and similar illegal activities, including the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 ("PATRIOT Act"). In furtherance of such efforts, the Investor hereby represents, covenants, and agrees that, to the best of Investor's knowledge based on reasonable investigation: (a) None of the Investor's capital contributions to the Fund (whether payable in cash or otherwise) shall be derived from money laundering or similar activities deemed illegal under United States federal laws and regulations. (b) To the extent within the Investor's control, none of Investor's capital contributions to the Fund will cause the Fund or any of its personnel to be in violation of United States federal anti-money laundering laws, including without limitation the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the United States Money Laundering Control Act of 1986 or the 109191599 v3 9 EFTA01121921 International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, and any regulations promulgated thereunder. (c) When requested by the General Partner, the Investor will provide any and all additional information, and the Investor understands and agrees that the General Partner may release confidential information about the Investor and, if applicable, any underlying beneficial owner or Related Person to any person, deemed reasonably necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities. The General Partner reserves the right to request any information as is necessary to verify the identity of the Investor and the source of any payment to the Fund. In the event of delay or failure by the Investor to produce any information required for verification purposes, the subscription by the investor may be refused. (d) The Investor represents and warrants neither it, nor any person or entity controlled by, controlling or under common control with the Investor, any of the Investor's beneficial owners, any person for whom the Investor is acting as agent or nominee in connection with this investment, nor in the case of an Investor which is an entity, any Related Persons is: a Prohibited Investor; (ii) a Senior Foreign Political Figure,5 any member of a Senior Foreign Political Figure's "immediate family," which includes the figure's parents, siblings, spouse, children and in-laws, or any Close Associate' of a Senior Foreign Political Figure, or a person or entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction; (iii) a person or entity resident in, or organized or chartered under, the laws of a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the PATRIOT Act as warranting special measures due to money laundering concerns; or 3 with respect to any entity, any interest holder, director, senior officer, trustee, beneficiary or grantor of such entity; provided that in the case of an entity that is a publicly traded company or a tax qualified pension or retirement plan in which at least 100 employees participate that is maintained by an employer that is organized in the U.S. or is a U.S. government entity (a "Qualified Plan"), the term "Related Person" shall exclude any interest holder holding less than 5% of any class of securities of such publicly traded company and beneficiaries of such Qualified Plan. 4 For purposes of this subparagraph (d), "Prohibited Investor" shall mean a person or entity whose name appears on (i) the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (ii) other lists of prohibited persons and entities as may be mandated by applicable law or regulation; or (iii) such other lists of prohibited persons and entities as may be provided to the Fund in connection therewith. For purposes of this subparagraph (d), "Senior Foreign Political Figure" shall mean a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a Senior Foreign Political Figure includes any corporation, business or other entity that has been formed by, or for the benefit of, a Senior Foreign Political Figure. 6 For purposes of this subparagraph (d), "Close Associate of a Senior Foreign Political Figure" shall mean a person who is widely and publicly known internationally to maintain an unusually close relationship with the Senior Foreign Political Figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the Senior Foreign Political Figure. 7 For purposes of this subparagraph (d), "Non-Cooperative Jurisdiction" shall mean any foreign country that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Task Force on Money Laundering, of which the U.S. is a member and with which designation the U.S. representative to the group or organization continues to concur. 109191599 v3 10 EFTA01121922 (iv) a person or entity who gives Investor reason to believe that its funds originate from, or will be or have been routed through, an account maintained at a Foreign Shell Bank,8 an "offshore bank," or a bank organized or chattered under the laws of a Non-Cooperative Jurisdiction. (e) If the Investor is purchasing the Interest as agent, representative, intermediary/nominee or in any particular capacity for any other person, or is otherwise requested to do so by the General Partner, it shall provide a copy of its anti-money laundering policies ("AML Policies") to the General Partner. The Investor represents that it is in compliance with its AML Policies, its AML Policies have been approved by counsel or internal compliance personnel reasonably informed of anti-money laundering policies and their implementation and it has not received a deficiency letter, negative report or any similar determination regarding its AML Policies from independent accountants, internal auditors or some other person responsible for reviewing compliance with its AML Policies. (f) The Investor hereby agrees to immediately notify the General Partner if it knows, or has reason to suspect that any of the representations in this paragraph 6 have become incorrect or if there is any change in the information affecting these representations and covenants. (g) The Investor agrees that, if at any time it is discovered that any of the foregoing anti- money laundering representations are incorrect, or if otherwise required by applicable laws or regulations related to money laundering and similar activities, the General Partner may undertake appropriate actions, and the Investor agrees to cooperate with such actions, to ensure compliance with such laws or regulations, including, but not limited to segregation and/or redemption of the Investor's Interest in the Fund or freezing the Investor's account. 7. Withholding. The General Partner is required to withhold a certain portion of the taxable income and gain allocated or distributed to each Investor unless the Investor provides documentation confirming that such Investor is not subject to withholding, or is subject to a reduced rate of withholding. The following information is provided to assist the Investor in complying with the U.S. rules for backup withholding and withholding with respect to income earned by foreign persons. This information is only a summary, and is not a substitute for the advice of a tax advisor. Each Investor is urged to consult with a tax advisor concerning the application of the U.S. withholding rules to such Investor. For purposes of this subparagraph (d), "Foreign Shell Bank" shall mean a Foreign Bank without a Physical Presence in any country, but does not include a Regulated Affiliate. A "Foreign Bank" shall mean an organization that (9 is organized under the laws of a foreign country, (ii) engages in the business of banking, (iii) is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or principal banking operations, (iv) receives deposits to a substantial extent in the regular course of its business, and (v) has the power to accept demand deposits, but does not include the U.S. branches or agencies of a foreign bank. "Physical Presence" shall mean a place of business that is maintained by a Foreign Bank and is located at a fixed address, other than solely a post office box or an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities, at which location the Foreign Bank (i) employs one or more individuals on a full-time basis, (ii) maintains operating records related to its banking activities, and (iii) is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities. "Regulated Affiliate" shall mean a Foreign Shell Bank that is an affiliate of a depository institution, credit union or Foreign Bank that maintains a Physical Presence in the U.S. or a foreign country regulating such affiliated depository institution, credit union or Foreign Bank. 109191599 v3 II EFTA01121923 The type of documentation required by the Investor is a function of whether the Investor is a Foreign Person or a United States person. "Foreign Persons" include nonresident aliens, foreign corporations, foreign partnerships, foreign trusts or foreign estates (as each of those terms is defined in the Code and Treasury Regulations). "United States person" has the meaning set forth in EXHIBIT A. In the case of entities that are disregarded for purposes of U.S. tax law (e.g., fiscally transparent entities with a single owner that have not elected to be taxed as a corporation for U.S. tax purposes), such entities are treated as United States persons or Foreign Persons depending on the residence and status of their owners, rather than on where the disregarded entities are organized. Thus, an investor that is a U.S. disregarded entity with a foreign owner will generally be treated as a Foreign Person and should complete and submit the appropriate Form W-8 (as discussed below) based on the owner's status. An investor that is a foreign disregarded entity with a U.S. owner will generally be treated as a United States person and should complete and submit Form W-9 (as discussed below). If the Investor is a United States person, please complete IRS Form W-9 (provided with instructions as EXHIBIT B hereto). Such Investor agrees to notify the General Partner within sixty (60) days if the Investor ceases to be a United States person. If the Investor is a Foreign Person, please complete either Form W-8BEN, W-8BEN-E, Form W- 8ECI, Form W-8EXP or Form W-8IMY (along with any accompanying withholding certificates, if appropriate), in accordance with the instructions provided below and the printed instructions included with the appropriate form. Each of these forms and their instructions is included as part of EXHIBIT C hereto. These forms must be updated and provided again to the General Partner in certain circumstances, as described in the printed instructions provided with each form. The following summary guidelines are provided for the benefit of those Foreign Persons required to provide Form W-8. In addition to the information provided herein, please refer to the printed instructions included in EXHIBIT C hereto for more detailed guidelines. (a) The following Foreign Persons should complete and provide Form W-8EXP: (i) a foreign government; (ii) an international organization; (iii) a foreign central bank of issue; (iv) a foreign tax-exempt organization; (v) a foreign private foundation; and (vi) the government of a U.S. possession claiming the applicability of Section 115(2), 501(c), 892, 895 or 1443(b) of the Internal Revenue Code. (b) An investor that holds an Interest which is effectively connected with the investor's conduct of a U.S. trade or business should complete and provide Form W-8ECI. (c) The following Foreign Persons should complete and provide Form W-8IMY: (i) any Foreign Person (including a custodian, broker, nominee or agent) that holds an Interest on behalf of another person; 9 These forms are periodically revised by the U.S. Internal Revenue Service. Investors that need to submit an updated Form W-S after the initial closing of the Fund should check the Internal Revenue Service web site (vmw.irs.gov) to ensure that they have the latest version of these forms. 109191599 v3 12 EFTA01121924 (ii) any Foreign Person that is a flow-through entity or fiscally transparent (including a foreign partnership or foreign trust); (iii) a foreign branch of a United States person to establish that it is a qualified intermediary that is not acting for its own account; and (iv) a U.S. branch of a foreign bank or foreign insurance company, to represent that (A) the Interest is not effectively connected with the conduct of a U.S. trade or business and (B) that either (1) the U.S. branch is to be treated as a United States person with respect to any payments associated with the Interest; or (2) the U.S. branch is providing the documentation of the persons for whom it holds the Interest. In order to avoid withholding on income allocated to an Interest held by the Foreign Persons described in this paragraph 7(c), such Foreign Persons must also provide additional information and documentation as detailed in the printed instructions accompanying Form W-8IMY (included with EXHIBIT C hereto). Most Foreign Persons described in this paragraph 7(c) will need to provide the information including, but not limited to, the following: (1) A withholding statement including: (i) the name, address, U.S. TIN# (including an ITIN#, if any) and type of withholding documentation for every person for whom documentation has been received; whether each such person is a United States person exempt from backup withholding, a United States person subject to backup withholding, or a Foreign Person; (iii) whether each Foreign Person is a beneficial owner or intermediary, flow-through entity or U.S. branch; (iv) how income attributable to the Interest should be allocated among the beneficial owners on whose behalf the Interest is held (see printed instructions to Form W-8IMY (attached) for an alternative allocation procedure); (A) for each beneficial owner who is a Foreign Person, the applicable rate of withholding, country of residence, the basis for any reduced rate of withholding, and other information; and (B) any other information requested by the General Partner for purposes of fulfilling its withholding obligations. (2) A Form W-8 and other documentary evidence supporting the information contained in the withholding statement for each beneficial owner listed in the withholding statement. Certain Foreign Persons described in this paragraph 7(c) may have entered into an agreement with the U.S. Internal Revenue Service to act as a withholding foreign 109191599 v3 13 EFTA01121925 partnership, withholding foreign trust, or qualified intermediary. Such Foreign Persons should consult the printed instructions to Form W-8IMY to determine the information they must provide to the General Partner to reduce or eliminate withholding on income allocated to their Interests. (d) A Foreign Person who is not described in paragraph 7(a), 7(b) or 7(c) above, and who will be the beneficial owner of an Interest, should complete and provide Form W-8BEN or W-8BEN-E. Please note, pursuant to the requirements of Sections 1471-1474 of the Code (the "FATCA") the Fund will generally be required to impose a 30% withholding tax on payments made by the Fund to a Partner that is either a foreign financial institution (an "FFI-') as defined in Section 1471(d)(4) of the Code or a non-financial foreign entity (an "NFFE") as defined in Section 1472(d) of the Code. To avoid this withholding tax, the Fund will require that all Partners (a) establish with the General Partner, by providing all information that the General Partner may reasonably request, that they are neither an FFI nor an NFFE, (b) if they are an FFI, establish with the General Partner that they have entered into, and are maintaining, an FFI Agreement in compliance with Section 1471(b)(1) of the Code, or are otherwise exempt from the withholding requirements of Section 1471 of the Code, and (c) if they are an NFFE, certify that they have no "substantial United States owners," disclose all information that the Fund is required to obtain pursuant to the FATCA regarding such substantial United States owners or adequately show that they are otherwise exempt from the withholding requirements of Section 1472 of the Code. Substantial United States owners are, generally, United States persons with at least a 10% interest (held directly or indirectly) in the NFFE. The General Partner will notify the Investor of any additional documentation, certification or other actions required of the Investor in order to allow the Fund to comply with the FATCA. Failure to timely provide the required information may result in the Investor's interest in the Fund being redeemed. 8. Consent to Receive Schedule K-1 Electronically in Accordance with Rev. Proc. 2012-17, I.R.Q. 2012-10 (February 13, 2012). Each Limited Partner consents to the Fund's providing the Limited Partner's annual Schedule K-ls in electronic format (the "Consent"). This Consent shall become effective upon a Limited Partner's accessing, via email, its Schedule K-1 in an electronic format ("Consent Procedure"). TERMS FOR PROVIDING SCHEDULE K-1 ELECTRONICALLY. (a) Paper Statement. To the extent that a Limited Partner fails to comply with the Consent Procedure, a paper copy of Schedule K-1 will be provided. (b) Scope and Duration of Consent. This Consent applies to each Schedule K-1 required to be furnished after the Consent Procedure is followed unless and until a formal request to withdraw the Consent is received by the General Partner. (c) Post-Consent Request for a Paper Statement. A Limited Partner may request a paper copy of Schedule K-1 by sending an email to Valar Global Fund III LP at . This will not be treated as a withdrawal of the Consent. 109191599 v3 14 EFTA01121926 (d) Withdrawal of Consent. (i) A Limited Partner may withdraw the Consent by writing (electronically or on paper) to: Velar Global Fund III LP Attn: Reuben Kobulnik or by email to Reuben Kobulnik at (ii) The withdrawal of Consent will be effective either on the date it is received or on a subsequent date determined and communicated to the Limited Partner within a reasonable period of time after the receipt of the withdrawal. (iii) The General Partner will confirm the withdrawal of Consent and the date on which it takes effect in writing (either electronically or on paper). (iv) A withdrawal of the Consent does not apply to a Schedule K-I that was finished electronically before the date on which the withdrawal of consent takes effect. (e) Notice of Termination. This Consent will terminate upon a Limited Partner's withdrawal from the Fund or upon a dissolution or termination of the fund. (f) Updating Information. Each Limited Partner must inform the General Partner of any updated contact information for it, including email address, mailing address and phone number, as soon as possible by sending an email to Reuben Kobulnik at The General Partner will send an email to inform each Limited Partner of any change in the General Partner's contact information using the email address on file for the Limited Partner. (g) Hardware and Software Requirements. Access to the intemet and Adobe Reader® is required to access, print and retain the Schedule K-1. The Schedule K-1 may be required to be printed and attached to a federal, state, or local income tax return. The Schedule K- 1 (or amended Schedule K-1) will be retained by the Fund until the dissolution or termination of the Fund and is available upon request. 9. Survival of Agreements, Representations and Warranties. All agreements, representations and warranties contained herein or made in writing by or on behalf of the Investor, the Fund or the General Partner in connection with the transactions contemplated by this Agreement shall survive the execution of this Agreement and the Partnership Agreement, any investigation at any time made by the Investor, the Fund or the General Partner or on behalf of any of them and the sale and purchase of the Interest and payment therefor and the dissolution and termination of the Fund. 10. Legends. The Investor consents to the placement of the legends contained on the signature page of the Partnership Agreement and on page 1 of this Agreement and any other legend required or reasonably advisable, as determined by Fund Counsel, by applicable law. 109191599 v3 15 EFTA01121927 11. Counterparts, Execution and Delivery. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. A facsimile or other reproduction of this Agreement may be executed by the Investor and/or the General Partner, and an executed copy of this Agreement may be delivered by the Investor and/or the General Partner by facsimile or similar electronic transmission device pursuant to which the signature(s) and questionnaire responses can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, the Investor and the General Partner agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof 12. Amendments. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, but only with the written consent of the Investor and the General Partner. 13. Assignment. This Agreement is not transferable or assignable by the Investor. 14. Power of Attorney. The Investor hereby designates, constitutes and appoints the General Partner as the Investor's true and lawful representative and attorney-in-fact, in the Investor's name, place and stead with full power and authority to act in the Investor's name and on the Investor's behalf with respect to the execution and delivery of the Partnership Agreement in the form of such Partnership Agreement provided to the Investor, as well as any amendment, restatement or other future modification thereto approved by the Investor, with full power and authority to do and perform each and every act and thing whatsoever required and necessary to be done in and about the foregoing as the Investor might or could do if personally present, and the Investor hereby ratifies and confirms all that each said attorney shall lawfully do or cause to be done by virtue of this power of attorney. The execution of this power of attorney is not intended to, and does not, revoke any prior powers of attorney executed by the Investor. This power of attorney is not intended to, and shall not, be revoked by any subsequent power of attorney the Investor may execute. This power of attorney shall be governed by and construed in accordance with the internal laws of the State of Delaware. 15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware in all respects as such laws are applied to agreements among Delaware residents entered into and performed entirely within Delaware, without giving effect to conflict of law principles thereof. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 109191599 v3 16 EFTA01121928 PART II - TO BE COMPLETED BY INDIVIDUAL / JOINT-INDIVIDUALS ONLY 16. Investor's Representations. In connection with the Investor's purchase of the Interest, the Investor makes the following representation on which the General Partner, the Fund and Fund Counsel are entitled to rely: (a) The Interest will be held under the following type of ownership [Please check the applicable box.]: ❑ Individual ❑ Joint Individuals [This includes any person acquiring an interest with his or her spouse in a joint capacity, as community property or similar shared interest.] ❑ Individual Retirement Account (e.g. IRA, SEP or Keogh Plan) If the "Individual Retirement Account" box is checked in this paragraph 1, please contact Fund Counsel. 17. Accredited Investor Representation. The Investor makes the following representation regarding the Investor's status as an "accredited investor" (within the meaning of Rule 501 under the Securities Act). ❑ (a) The Investor has a net worth10, either individually or upon a joint basis with the Investor's spouse, of at least $1,000,000, or has had individual income in excess of $200,000 for each of the two most recent years, or joint income with the Investor's spouse in excess of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current year. ❑ (b) The Investor cannot make the representation set forth in the clause above. 18. Qualified Purchaser Representation. The Investor makes the following representation regarding the Investor's status as a "qualified purchaser" (within the meaning of Section 2(a)(51) under the United States Investment Company Act of 1940, as amended (the "Companies Act"))." ❑ (a) The Investor is an individual (including any person who is acquiring the Interest with his or her spouse in a joint capacity, as community property or similar shared interest) who either individually or together with the Investor's spouse, owns Investments that are Valued at not less than $5,000,000, or is an individual that shall acquire the Interest as a gift or bequest or pursuant to an agreement relating to a legal separation or divorce. ❑ (b) The Investor cannot make the representations set forth in the clause above. 10 The meaning of "net worth" (for purposes of determining whether the Investor is an "accredited investor") means the excess of total assets at fair market value over total liabilities. For purposes of this calculation, (a) the amount of the Investor's total assets shall exclude the fair market value of the Investor's primary residence, and (b) the amount of the Investor's total liabilities shall include the amount of such the Investor's mortgage and other indebtedness that is secured by the Investor's primary residence which (i) exceeds the fair market value of the Investor's primary residence at the time of the Investor's admission to the Fund, or (ii) has been incurred by the Investor within the 60 day period prior to the Investor's admission to the Fund and remains outstanding on the date of the Investor's admission to the Fund (unless such indebtedness was incurred as a result of the acquisition of the Investor's primary residence). If, at the time of the Investor's admission to the Fund, the Investor has mortgage and other indebtedness that is described in both of subparagraphs (i) and (ii) above, then both amounts of indebtedness shall be included in the calculation of the Investor's total liabilities. it For purposes of this paragraph 3, "Investments" and "Valued" shall have the meanings provided in EXHIBIT A hereto. 17 109191599 v3 EFTA01121929 Individual Investors who have agreed to and completed Part I and completed Part II of this Agreement may skip Parts III, IV and V. Please (i) complete Part VI of this Agreement, (ii) complete and execute the signature page to this Agreement, and (iii) complete and sign IRS Form W-9 or the applicable Form W-8. 18 109191599 v3 EFTA01121930 PART III - TO BE COMPLETED BY INVESTORS WHO QUALIFY AS IRREVOCABLE OR REVOCABLE TRUSTS ONLY Pension trusts and other similar entities should complete Part V. Individual Retirement Accounts and similar entities should complete Pan IV. 19. Investor's Representations. In connection with the Investor's purchase of the Interest, the Investor makes the following representation on which the General Partner, the Fund and Fund Counsel are entitled to rely: (a) The Interest will be held under the following type of ownership [Please check the applicable box.]: ❑ Revocable Trust with grantor(s) [Please fill in the number of grantors.] ❑ Irrevocable Trust 20. Accredited Investor Representation: (a) For Irrevocable Trusts: The Investor makes one of the following representations regarding the Investor's status as an "accredited investor" (within the meaning of Rule 501 under the Securities Act), and has checked the applicable representation [Please check the applicable representation.]: ❑ (i) The Investor is an irrevocable trust with total assets in excess of $5,000,000 whose purchase is directed by a person with such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of the prospective investment. ❑ (ii) The Investor cannot make the representation set forth in the clause above. (b) For Revocable Trusts: The Investor makes the following representation regarding the Investor's status as an "accredited investor" (within the meaning of Rule 501 under the Securities Act), and has checked the applicable representation: ❑ (i) The Investor is a revocable trust in which all of the grantors and trustees qualify under clause (a) in paragraph 2 of Part II (i.e., an accredited individual); OR under clause (aXi) of this paragraph 2 of Part III (i.e., an accredited irrevocable trust); OR under paragraph 2(i) of Part IV (i.e., an accredited IRA); OR under clause (a), (b), (c), or (d) in paragraph 2 of Part V (i.e., an accredited entity); OR under this clause (bXi). [If the Investor belongs to this investor category only, please provide the names of the grantors and trustees of the Investor and the investor category (e.g., 2(a) of Part II) which each such grantor and trustee satisfies.) Names of Grantors or Trustees Investor Category ❑ (ii) The Investor cannot make the representation set forth in the clause above. 21. Qualified Purchaser Representation (Part I). The Investor makes the following representation regarding the Investor's status as a "qualified purchase?' (within the meaning of Section 2(a)(51) under the United 19 109191599 v3 EFTA01121931 States Investment Company Act of 1940, as amended (the "Companies Act')) [Please check the applicable representation.]:12 ❑ (a) The Investor is a trust that either CO owns Investments that are Valued at not less than 5,000,000 and is owned directly or indirectly by two (2) or more natural persons related as siblings, spouses (including former spouses) or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations or trusts established by or for the benefit of such persons; or (ii) shall acquire the Interest as a gift or bequest or pursuant to an agreement relating to a legal separation or divorce. ❑ (b) The Investor is a trust not covered by clause (a) above and not formed for the specific purpose of acquiring the Interest, as to which the trustee or other person authorized to make decisions with respect to the trust and each settler or other person who has contributed assets to the trust is a person described in clause (a) in paragraph 3 of Part II (i.e., a qualified purchaser individual); OR under clause (a) in this paragraph 3 of Part III (i.e., a qualified purchaser trust); OR under clause (i) in paragraph 3 of Part IV (i.e., a qualified purchaser IRA); OR under clause (a), (b), (c) (d) or (e) in paragraph 3 of Part V (i.e., a qualified purchaser entity). ❑ (c) The Investor cannot make any of the representations set forth in clauses (a) or (b) above. 22. Qualified Purchaser Representation (Part II). If the Investor has made one of the representations set forth in clauses (a) or (b) of paragraph 3 above, the Investor then makes one or more of the following representations regarding its status as a "qualified purchaser" (within the meaning of Section 2(a)(51) under the Companies Act) [Please check the applicable representation.]: (a) The Investor would be treated as an "investment company" under the Companies Act but for the fact that the Investor qualifies for one of the exemptions from the definition of "investment company" provided for in Sections 3(c)(1) or 3(c)(7) of the Companies Act.11 ❑ (i) True [Please answer clause (b) below.] ❑ (ii) False [Please skip to paragraph 5 below.] (b) If the Investor has checked "true" in clause (a) of this paragraph 4 above, the Investor certifies that the Investor has read and understands the provisions of Section 2(a)(51XC) of the Companies Act and Rule 2a51-2 promulgated under the Companies Act excerpted on EXHIBIT A hereto and makes one of the following representations [Please check the applicable representation.]: ❑ (i) No consent of the Investor's direct or indirect beneficial owners is required for the Investor's treatment as a "qualified purchaser" (within the meaning of Section 2(aX51) under the Companies Act) with respect to the Fund; ❑ (ii) Both of the following are true (NOTE — Answer required only if Investor was formed on or before April 30. 1996): (A) all of the beneficial owners of the Investor's outstanding securities, as determined in accordance with Section 3(c)(1)(A) of the Companies Act, that acquired such securities on or before April 30, 1996 have consented to the 12 For purposes of this paragraph 3, "Investments" and "Valued" shall have the meanings provided in EXHIBIT A hereto. 13 Relevant excerpts of Section 3(c)(1) and 3(cX7) of the Companies Act are provided in EXHIBIT A attached hereto. 20 109191599 v3 EFTA01121932 Investor's treatment as a "qualified purchaser." under the Companies Act with respect to the Fund; and (B) each direct and indirect owner of Investor who: (i) acquired its interest in Investor on or before April 30, 1996; and (ii)would be an "investment company" under the Companies Act but for the exclusions from the definition of "investment company" provided for in Sections 3(c)(1) or 3(c)(7) of the Companies Act, has consented to treatment of the Investor as a "qualified purchaser" under the Companies Act with respect to the Fund. ❑ (iii) The Investor made either of the representations set forth in either clause (a) or clause (b) of paragraph 3 above, and all of the trustees of the Investor have consented to the Investor's treatment as a "qualified purchaser" (within the meaning of Section 2(a)(51) under the Companies Act) with respect to the Fund; or ❑ (iv) The Investor cannot make any of the representations set forth in clauses (i), (ii), or (iii) above. 23. Exempted Investment Company. Please check the applicable representation: ❑ (a) The Investor is not an "investment company" under the Companies Act nor does the Investor rely upon the exclusions from the definition of "investment company" provided for in Section 3(c)(1) or 3(c)(7) of the Companies Act; or ❑ (b) (i) The Investor is an "investment company" as defined in Section 3(a) of the Companies Act but is excepted from such definition of "investment company" solely by virtue of either Section 3(c)(1) of the Companies Act or Section 3(c)(7) of the Companies Act. (ii) If the Investor checked the representation set forth in the preceding paragraph 5(b)(i), the Investor and any existing or prospective Limited Partners of the Fund that control, are controlled by, or are under common control with the Investor (such other Limited Partners referred to as "Affiliated Investors") will collectively, as of the Closing, have or fewer beneficial owners of their outstanding securities (other than short-term paper). The Investor further represents and warrants that neither Investor nor any Affiliated Investor has been structured or operated for the purpose of circumventing the registration requirements of the Companies Act. [Please fill in the blank above specifying the number of beneficial owners.] 24. Investment Representation. Please check the appropriate true or false response to each of the following statements. ❑ True ❑ False The Investor was not organized for the purpose of acquiring the Interest. ❑ True ❑ False To the best of the Investor's knowledge, the Investor does not control, nor is it controlled by, or under common control with, any other Limited Partner of the Fund. [If this box is checked False, please identify the entity] : 21 109191599 v3 EFTA01121933 ❑ True ❑ False The Investor has made investments prior to the date hereof or intends to make investments in the near future and each beneficial owner of interests in the Investor has and will share in the same proportion of each such investment. ❑ True ❑ False The Investor's investment in the Fund will not constitute more than forty percent (40%) of the Investor's assets (including for this purpose any committed capital for an Investor that is an investment fund). ❑ Time ❑ False The governing documents of the Investor require that each beneficial owner of the Investor, including, but not limited to, shareholders, partners and beneficiaries, participate through such beneficial owner's interest in the Investor in all of the Investor's investments and that the profits and losses from each such investment are shared among such beneficial owners in the same proportions as all other investments of the Investor. No such beneficial owner may vary such beneficial owner's share of the profits and losses or the amount of such beneficial owner's contribution for any investment made by the Investor. If the "False" box is checked for any of the above statements in this paragraph 6, please provide a brief explanation and contact Fund Counsel. 25. Benefit Plan Representation. Please check the appropriate true or false response to each of the following statements. The Investor understands that the Fund, Fund Counsel and the General Partner are relying upon the Investor's response within this paragraph 7 in determining fiduciary responsibilities under ERISA and related rules and regulations. ❑ True ❑ False (i) The Investor is an "employee benefit plan" as defined in Section 3(3) of ERISA, that is subject to the provisions of Part 4 of Title I of ERISA. ❑ True ❑ False (ii) The Investor is a"plan" (as defined in Section 4975(e)(1) of the Code), whether or not subject to Section 4975 of the Code (including, without limitation, individual retirement accounts and Keogh plans). ❑ True ❑ False (iii) The Investor is an entity that is deemed to be a "benefit plan investor" under the U.S. Department of Labor final plan assets regulation, 29 C.F.R. §2510.3-101, as it may be amended from time to time (the "Regulation"), as modified by Section 3(42) of ERISA, because its underlying assets include "plan assets" by reason of a plan's investment in the entity (including, by way of example only, a partnership not qualifying as an operating company within the meaning of the Regulation or other entity: (A) in which twenty-five percent (25%) or more of each class of equity interests is owned by one or more "employee benefit plans" or "plans" described in clause (i) or (ii) above or by one or more other entities described in this clause (iii), applying for this purpose the proportional ownership rule set forth in the final sentence of Section 3(42) of ERISA, and (B) that does not qualify as a "venture capital operating company" or "real estate operating company" under the Regulation). If the Investor is deemed a "benefit plan investor" only because of clause (iii) above, the Investor hereby certifies that % of the total value of equity interests in the Investor is held by "benefit plan investors." 22 109191599 v3 EFTA01121934 If any of the above responses in this paragraph 7 becomes inaccurate at any time, including any time following the closing, the Investor or the Investor's counsel should notify the General Partner or contact Fund Counsel. 26. Tax and Grantor Trust Representations. The Investor makes the following representations regarding the Investor's status: (a) Is the Investor a "United States person" 14 for U.S. federal income tax purposes? Yes: O No: O (b) (i) Is the Investor a trust and is a grantor or other person treated as the owner of any portion of such trust under subpart E of subchapter J of the Code (any such trust, a "grantor trust")(i.e., does the person who created the trust report the income of the trust on his/her/its personal income tax return?) Yes: O No: O [Please skip to paragraph 8 below.] (ii) If the Investor is a grantor trust, the following persons own the following percentage of such trust: Owner: Percentage Ownership: Owner: Percentage Ownership: Owner: Percentage Ownership: Owner: Percentage Ownership: Owner: Percentage Ownership: [Please submit the appropriate Form W4 or Form W-9 for each of the Owners listed above.] (iii) If the Investor is a grantor trust and is not a "United States person" for U.S. federal income tax purposes, the Investor is submitting Form W-8IMY, and such documentation (e.g., Form W-8BEN, W-8BEN-E, W-8IMY, W-8ECI, W-8EXP or W-9) and information pertaining to each grantor or other owner listed in item (b)(ii) above that permits the Fund to reliably associate each such grantor's or other owner's indirect share of the Fund's income with such grantor or other person. Yes: O No: O N/A: O [The Investor is a "United States person"] (iv) If the Investor is a grantor trust and is a "United States person" for U.S. federal income tax purposes, the Investor is submitting such documentation (e.g., Form W-8BEN, W-8BEN-E, W-8IMY, W-8ECI, W-8EXP or W-9) and information pertaining to each grantor or other owner listed in item (b)(ii) above that permits the Fund to reliably 14 For purposes of this paragraph 10, "United Stores person- shall have the meaning provided in ExtuBrr A hereto. 23 109191599 v3 EFTA01121935 associate each such grantor's or other owner's indirect share of the Fund's income with such grantor or other person. Yes: ❑ No: ❑ N/A: ❑ [The Investor is a "United States person"] 27. Public Disclosure Obligations. Please check the appropriate true or false response to each of the following statements and, if applicable, provide the appropriate information in each such statement. ❑ True ❑ False (a) The Investor is subject to Section 552(a) of Title 5, United States Code (commonly known as the "Freedom of Information Act") or state freedom of information statutes or other similar federal, state, county or municipal public disclosure statutes or regulations, whether foreign or domestic, in each of the following jurisdictions. [If a similar statute is applicable, please specify the applicable statute along with the applicable jurisdiction, to the extent brown]: ❑ True ❑ False (b) The Investor is required, by statute, regulation, contract or otherwise, to disclose any of the Fund's Confidential Information to a government agency or other regulatory body, trading exchange, or other market where interests in such Investor are sold or traded (or to the regulating body thereof), whether foreign or domestic, including but not limited to by virtue of Investor's registration under the Securities Act or the Companies Act, or a state, local or foreign equivalent thereof. [If applicable, please specify the applicable statute or regulation along with the applicable jurisdiction]: ❑ True ❑ False (c) The Investor or its Affiliate is required, or will likely be required, to disclose Confidential Information to a government body, agency or committee, whether foreign or domestic, by virtue of such Investor's (or its Affiliate's) current or proposed involvement in government office. ❑ True ❑ False (d) One or more of the Investor's beneficial owners is subject (or is an agent, nominee, fiduciary, custodian or trustee of an entity which is subject) to the statutes, regulations, or obligations described in paragraphs 9(a), (b) or (c) above (collectively "Disclosure Obligations") [If applicable, please specify the applicable statute or regulation along with the applicable jurisdiction]: ❑ True ❑ False (e) To the best of the Investor's knowledge, neither the Investor nor any of the Investor's beneficial owners are subject to Disclosure Obligations, nor are any of them agents, nominees, fiduciaries, custodians or trustees of an entity which is itself subject to Disclosure Obligations. 24 109191599 v3 EFTA01121936 Trust Investors who have agreed to and completed Pan I and completed Pan III of this Agreement may skip Parts II, IV and V. Please (i) complete Pan VI of this Agreement, (ii) complete and execute the signature page to this Agreement, and (iii) complete and sign IRS Form W-9 or the applicable Form W-8. 25 109191599.3 EFTA01121937 PART IV - TO BE COMPLETED BY INVESTORS WHO QUALIFY AS INVESTMENT RETIREMENT ACCOUNT HOLDERS ONLY 28. Investor's Representations. In connection with the Investor's purchase of the Interest, the Investor represents that the Interest will be held by an IRA / Keogh / SEP (collectively, "IRA") (IRA Investors must have the IRA custodian/trustee sign this Agreement on behalf of the IRA). The Interest will be held under the following type of ownership: a IRA a Keogh a SEP 29. Accredited Investor Representation. The Investor makes one of the following representations regarding the Investor's status as an "accredited investor" (within the meaning of Rule 501 promulgated under the Securities Act), and has checked the applicable box: ❑ The Investor is an IRA account in which all of the beneficiaries are individuals, who have a net worth15 either individually or upon a joint basis with the Investor's spouse, of at least $1,000,000, or has had an individual income in excess of $200,000 for each of the two most recent years, or a joint income with the Investor's spouse in excess of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current year. List the beneficiaries of the Investor: IRA Beneficiaries O (ii) The Investor cannot make the representation set forth in clause (i) above 30. Qualified Purchaser Representation. The Investor makes one of the following representations regarding the Investor's status as a "qualified purchaser" within the meaning of Section 2(a)(51) under the United States Investment Company Act of 1940, as amended (the "Companies Act"), and has checked the applicable representation:'6 ts The meaning of "net worth" (for purposes of determining whether the Investor is an "accredited investor") means the excess of total assets at fair market value over total liabilities. For purposes of this calculation, (a) the amount of the Investor's total assets shall exclude the fair market value of the Investor's primary residence, and (b) the amount of the Investor's total liabilities shall include the amount of such the Investor's mortgage and other indebtedness that is secured by the Investor's primary residence which (i) exceeds the fair market value of the Investor's primary residence at the time of the Investor's admission to the Fund, or (ii) has been incurred by the Investor within the 60 day period prior to the Investor's admission to the Fund and remains outstanding on the date of the Investor's admission to the Fund (unless such indebtedness was incurred as a result of the acquisition of the Investor's primary residence). If, at the time of the Investor's admission to the Fund, the Investor has mortgage and other indebtedness that is described in both of subparagraphs (i) and (ii) above, then both amounts of indebtedness shall be included in the calculation of the Investor's total liabilities. 16 For purposes of this paragraph 3, "Investments" and "Valued" shall have the meanings provided in EXHIBIT A hereto. 26 109191599 v3 EFTA01121938 ❑ (i) The Investor is an IRA in which all of the beneficiaries (listed above) either individually or together with their spouse own Investments that are Valued at not less than $5,000,000. ❑ (ii) The Investor cannot make the representation set forth in clause (i) above. 31. Custodian Information. Set forth below is the name, address and account title of the Investor on the books and records of the custodian/trustee of the IRA. ❑ The Investor does La have a custodian/trustee. ❑ The Investor has a custodian/trustee. The name of the custodian/trustee is: The address of the custodian/trustee is: The title of the Investor's account on the books and records of the custodian/trustee is: IRA Investors who have agreed to and completed Part I and completed Part IV of this Agreement may skip Parts II, III and V. Please (i) complete Part VI of this Agreement, (ii) have the IRA custodian/trustee complete and execute the signature page to this Agreement on behalf of the IRA, and (iii) complete and sign IRS Form W-9 or the applicable Form W-8. 27 1(1919154)9 v3 EFTA01121939 PART V - TO BE COMPLETED BY ENTITY INVESTORS ONLY 32. Investor's Representations. In connection with the Investor's purchase of the Interest, the Investor makes the following representation on which the General Partner, the Fund and Fund Counsel are entitled to rely: (a) The Interest will be held under the following type of ownership [Please check the applicable box.]: ❑❑❑❑❑❑❑❑ Private Tax-Exempt Foundation Tax-Exempt Endowment Limited Partnership General Partnership C Corporation S Corporation Limited Liability Company Other (Please describe: 33. Accredited Investor Representation. The Investor makes one of the following representations regarding the Investor's status as an "accredited investor" (within the meaning of Rule 501 under the Securities Act), and has checked the applicable representation [Please check the applicable representation.]: ❑ (a) The Investor is a corporation, partnership, limited liability company or business trust, not formed for the purpose of acquiring the Interest, or an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), in each case with total assets in excess of $5,000,000. ❑ (b) The Investor is a bank, insurance company, investment company registered under the Companies Act, a broker or dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934, as amended, a business development company, a Small Business Investment Company licensed by the United States Small Business Administration, a plan with total assets in excess of $5,000,000 established and maintained by a state for the benefit of its employees, or a private business development company as defined in Section 202(a)(22) of the United States Investment Advisers Act of 1940, as amended. ❑ (c) The Investor is an employee benefit plan and either all investment decisions are made by a bank, savings and loan association, insurance company, or registered investment advisor, or the Investor has total assets in excess of $5,000,000 or, if such plan is a self-directed plan, investment decisions are made solely by persons who are accredited investors. ❑ (d) The Investor is an entity in which all of the equity owners qualify under clause (a) in paragraph 2 of Part II (i.e., an accredited individual); OR under clause (aXi) of paragraph 2 of Part III (i.e., an accredited irrevocable trust); OR under paragraph 2(i) of Part IV (i.e., an accredited IRA); OR under clause (a), (b), (c) of this paragraph 2 of Part V (i.e., an accredited entity); OR under this clause (d) of this paragraph 2 of Part V. [If the Investor belongs to this investor category only, please provide the name of the equity owners of the Investor and the investor category (e.g., 2(a) of Part V) which each such equity owner satisfies.] Name of Equity Owners Investor Category 28 109191599 v3 EFTA01121940 ❑ (e) The Investor cannot make any of the representations set forth in clauses (a), (b), (c) or (d) above. 34. Qualified Purchaser Representation (Part I). The Investor makes one of the following representations regarding the Investor's status as a "qualified purchaser" (within the meaning of Section 2(a)(51) under the Companies Act) [Please check the applicable representation.]:17 ❑ (a) The Investor is an entity, acting for its own account or the accounts of others described in clause (a) in paragraph 3 of Part II (i.e., a qualified purchaser individual); OR in clause (a) or (b) of paragraph 3 of Part III (i.e., a qualified purchaser trust); OR in paragraph 3(i) of Part IV (i.e., a qualified purchaser IRA); OR in clause (b), (c), (d) or (e) of this paragraph 3 of Part V below; OR in this clause (a) of paragraph 3 of Part V, that in the aggregate owns and invests on a discretionary basis Investments that are Valued at not less than $25,000,000. ❑ (b) The Investor is an entity that either (i) owns Investments that are Valued at not less than $5,000,000 and is owned directly or indirectly by two (2) or more natural persons related as siblings, spouses (including former spouses) or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations or trusts established by or for the benefit of such persons; or (ii) shall acquire the Interest as a gift or bequest or pursuant to an agreement relating to a legal separation or divorce. ❑ (c) The Investor is an entity not covered by clause (a) or (b) above and not formed for the specific purpose of acquiring the Interest, as to which each beneficial owner is a person described in clause (a) or (b) in paragraph 3 of Part II (i.e., a qualified purchaser individual); OR in clause (a) in paragraph 3 of Part III (i.e., a qualified purchaser trust); OR under paragraph 3(i) of Part IV above (i.e., a qualified purchaser IRA); OR under clause (a) or (b) in this paragraph 3 of this Part V. ❑ (d) The Investor is an entity, all of the outstanding securities of which are owned by persons or entities described in clause (a) in paragraph 3 of Part II (i.e., a qualified purchaser individual); OR in clause (a) or (b) of paragraph 3 of Part III (i.e., a qualified purchaser trust); OR in paragraph 3 of Part IV (i.e., a qualified purchaser IRA); OR under clause (a), (b) or (c) of this paragraph 3 of Part V; OR under this clause (d) of paragraph 3 of Part V. [If the Investor belongs to this investor category only, please provide the name of the equity owners of the Investor and the investor category which each such equity owner satisfies.] Name of Investor ■ Investor Category ❑ (e) The Investor is a "qualified institutional buyer" as defined in paragraph (a) of Rule I44A under the Securities Act, acting for its own account, the account of another qualified 17 For purposes of this paragraph 3, "Investments" and "Valued" shall have the meanings provided in EXHIBIT A hereto. 29 109191599 v3 EFTA01121941 institutional buyer, or the account of a qualified purchaser; provided that (i) a dealer described in paragraph (a)(1)(ii) of Rule 144A must own and invest on a discretionary basis at least $25,000,000 in securities of issuers that are not affiliated persons of the dealer and (ii) a plan referred to in paragraph (a)(1)(i)(D) or (aX1)(iXE) of Rule I44A, or a trust fund referred to in paragraph (a)(1)(i)(F) of Rule 144A that holds the assets of such a plan, will not be deemed to be acting for its own account if investment decisions with respect to the plan are made by the beneficiaries of the plan, except with respect to investment decisions made solely by the fiduciary, trustee or sponsor of such plan. The Investor cannot make any of the representations set forth in clauses (a), (b), (c), (d) or (e) above. 35. Qualified Purchaser Representation (Part II). If the Investor has made one of the representations set forth in clauses (a) through (e) of paragraph 3 of Part V of this Agreement above, the Investor then makes one or more of the following representations regarding its status as a "qualified purchase?' (within the meaning of Section 2(a)(51) under the Companies Act) [Please check the applicable representation.]: (a) The Investor would be treated as an "investment company" under the Companies Act but for the fact that the Investor qualifies for one of the exemptions from the definition of "investment company" provided for in Sections 3(c)(1) or 3(c)(7) of the Companies Act.18 ❑ (i) True [Please answer clause (b) below.] ❑ (ii) False [Please skip to paragraph 5 below.] (b) If the Investor has checked "true" in clause (a) above, the Investor certifies that the Investor has read and understands the provisions of Section 2(a)(51)(C) of the Companies Act and Rule 2a51-2 promulgated under the Companies Act excerpted on EXHIBIT A hereto and makes one of the following representations [Please check the applicable representation.]: ❑ No consent of the Investor's direct or indirect beneficial owners is required for the Investor's treatment as a "qualified purchaser" (within the meaning of Section 2(aX51) under the Companies Act) with respect to the Fund; ❑ (ii) Both of the following are true (NOTE — Answer required only if Investor was funned on or before April 30j996): (A) all of the beneficial owners of the Investor's outstanding securities, as determined in accordance with Section 3(c)(1)(A) of the Companies Act, that acquired such securities on or before April 30, 1996 have consented to the Investor's treatment as a "qualified purchase?' under the Companies Act with respect to the Fund; and (B) each direct and indirect owner of Investor who: (i) acquired its interest in Investor on or before April 30, 1996; and (ii) would be an "investment company" under the Companies Act but for the exclusions from the definition of "investment company" provided for in Sections 3(c)(1) or 3(c)(7) of the Companies Act, 16 Relevant excerpts of Section 3(c)(I) and 3(c)(7) of the Companies Act are provided in EXHIBIT A attached hereto. 30 109191599 v3 EFTA01121942 has consented to treatment of the Investor as a "qualified purchaser" under the Companies Act with respect to the Fund. ❑ (iii) The Investor made one of the representations set forth in any of clauses (b) thru (d) of paragraph 3 above, and all of the trustees, directors or general partners of the Investor have consented to the Investor's treatment as a "qualified purchaser" (within the meaning of Section 2(a)(51) under the Companies Act) with respect to the Fund; or ❑ (iv) The Investor cannot make any of the representations set forth in clauses (i), (ii), or (iii) above. 36. Exempted Investment Company. Please check the applicable representation: ❑ (a) The Investor is not an "investment company" under the Companies Act nor does the Investor rely upon the exclusions from the definition of "investment company" provided for in Section 3(c)(1) or 3(c)(7) of the Companies Act; or ❑ (h) (i) The Investor is an "investment company" as defined in Section 3(a) of the Companies Act but is excepted from such definition of "investment company" solely by virtue of either Section 3(c)(1) of the Companies Act or Section 3(c)(7) of the Companies Act. (ii) If the Investor checked the representation set forth in the preceding paragraph 5(b)(i), the Investor and any existing or prospective Limited Partners of the Fund that control, are controlled by, or are under common control with the Investor (such other Limited Partners referred to as "Affiliated Investors") will collectively, as of the Closing, have or fewer beneficial owners of their outstanding securities (other than short-term paper). The Investor further represents and warrants that neither Investor nor any Affiliated Investor has been structured or operated for the purpose of circumventing the registration requirements of the Companies Act. [Please fill in the blank above specifying the number of beneficial owners.] 37. Investment Representation. Please check the appropriate true or false response to each of the following statements. ❑ True ❑ False The Investor was not organized for the purpose of acquiring the Interest. ❑ True ❑ False To the best of the Investor's knowledge, the Investor does not control, nor is it controlled by, or under common control with, any other Limited Partner of the Fund. [If this box is checked False, please identify the entity]: ❑ True ❑ False The Investor has made investments prior to the date hereof or intends to make investments in the near future and each beneficial owner of interests in the Investor has and will share in the same proportion of each such investment. 31 109191599 v3 EFTA01121943 ❑ True ❑ False The Investor's investment in the Fund will not constitute more than forty percent (40%) of the Investor's assets (including for this purpose any committed capital for an Investor that is an investment fund). ❑ True ❑ False The governing documents of the Investor require that each beneficial owner of the Investor, including, but not limited to, shareholders, partners and beneficiaries, participate through such beneficial owner's interest in the Investor in all of the Investor's investments and that the profits and losses from each such investment are shared among such beneficial owners in the same proportions as all other investments of the Investor. No such beneficial owner may vary such beneficial owner's share of the profits and losses or the amount of such beneficial owner's contribution for any investment made by the Investor. Ilf the "False" box is checked for any of the above statements, please provide a brief explanation and contact Fund Counsel. 38. Benefit Plan Representation. Please check the appropriate true or false response to the following statement. The Investor understands that the Fund, Fund Counsel and the General Partner are relying upon the Investor's response within this paragraph 10 in determining fiduciary responsibilities under ERISA and related rules and regulations. ❑ True ❑ False CO The Investor is an "employee benefit plan" as defined in Section 3(3) of ERISA, that is subject to the provisions of Part 4 of Title I of ERISA. ❑ True ❑ False (ii) The Investor is a "plan" (as defined in Section 4975(e)(1) of the Code), whether or not subject to Section 4975 of the Code (including, by way of example only, an individual retirement account). ❑ True ❑ False (iii) The Investor is an entity that is deemed to be a "benefit plan investor" under the U.S. Department of Labor final plan assets regulation, 29 C.F.R. §2510.3-101, as amended (the "Regulation"), as modified by Section 3(42) of ERISA, because its underlying assets include "plan assets" by reason of a plan's investment in the entity (including, by way of example only, a partnership or other entity: (A) in which twenty-five percent (25%) or more of each class of equity interests is owned by one or more "employee benefit plans" or "plans" described in clause (i) or (ii) above or by one or more other entities described in this clause (iii), applying for this purpose the proportional ownership rule set forth in the final sentence of Section 3(42) of ERISA, and (B) that does not qualify as a "venture capital operating company" or "real estate operating company" under the Regulation). If the Investor is deemed a "benefit plan investor" only because of clause (iii) above, the Investor hereby certifies that % of the total value of equity interests in the Investor is held by "benefit plan investors." If any of the above responses becomes inaccurate at any time, including any time following the closing, the Investor or the Investor's counsel should notify the General Partner or contact Fund Counsel. 32 1091915993 EFTA01121944 39. Tax Representations. The Investor makes the following representations regarding the Investor's status: (a) Is the Investor treated as a partnership or a disregarded entity for U.S. federal income tax purposes? Yes: ❑ No: ❑ (b) Is the Investor a "United States personi19 for U.S. federal income tax purposes? Yes: ❑ [Please answer clause (c) below.] No: ❑ [Please answer clause (d) below.] (c) If the Investor is a "United States person" for U.S. federal income tax purposes and is an entity that is treated as a partnership or disregarded entity, then the Investor is submitting such documentation (e.g., W-9 or an applicable W-8) that permits the Fund to reliably associate each of the entity's owners' indirect share of the Fund's income with such owners. Yes: ❑ No: ❑ N/A: ❑ (d) (i) If the Investor is not a "United States person" for U.S. federal income tax purposes, but is treated as a partnership for U.S. federal income tax purposes, the following persons own the following percentage of the Investor: Owner: Percentage Ownership: Owner: Percentage Ownership: Owner: Percentage Ownership: [attach additional pages if necessary] (ii) The Investor is submitting Form W-8IMY, and such documentation (e.g. Form W-8BEN, W-8BEN-E, W-8IMY, W-8ECI, W-8EXP or W-9) and information pertaining to each partner or other owner listed in item (d)(i) above that permits the Fund to reliably associate each such partner's or other owner's indirect share of the Fund's income with such partner or other person. Yes: ❑ No: ❑ N/A: ❑ 40. Public Disclosure Obligations. Please check the appropriate true or false response to each of the following statements and, if applicable, provide the appropriate information in each such statement. 19 For purposes of this paragraph 10, "United States person" shall have the meaning provided in EXHIBIT A hereto. 33 109191599 v3 EFTA01121945 ❑ True ❑ False (a) The Investor is subject to Section 552(a) of Title 5, United States Code (commonly known as the "Freedom of Information Act") or state freedom of information statutes or other similar federal, state, county or municipal public disclosure statutes or regulations, whether foreign or domestic, in each of the following jurisdictions. [If a similar statute is applicable, please specify the applicable statute along with the applicable jurisdiction, to the extent known]. ❑ True ❑ False (b) The Investor is required, by statute, regulation, contract or otherwise, to disclose any of the Fund's Confidential Information to a government agency or other regulatory body, trading exchange, or other market where interests in such Investor are sold or traded (or to the regulating body thereof), whether foreign or domestic, including but not limited to by virtue of Investor's registration under the Securities Act or the Companies Act, or a state, local or foreign equivalent thereof. [If applicable, please specify the applicable statute or regulation along with the applicable jurisdiction]: ❑ True ❑ False (c) The Investor or its Affiliate is required, or will likely be required, to disclose Confidential Information to a government body, agency or committee, whether foreign or domestic, by virtue of such Investor's (or its Affiliate's) current or proposed involvement in government office. ❑ True ❑ False (d) One or more of the Investor's beneficial owners is subject (or is an agent, nominee, fiduciary, custodian or trustee of an entity which is subject) to the statutes, regulations, or obligations described in paragraphs 9(a), (b) or (c) above (collectively "Disclosure Obligations") [If applicable, please specify the applicable statute or regulation along with the applicable jurisdiction]: ❑ True ❑ False (e) To the best of the Investor's knowledge, neither the Investor nor any of the Investor's beneficial owners are subject to Disclosure Obligations, nor are any of them agents, nominees, fiduciaries, custodians or trustees of an entity which is itself subject to Disclosure Obligations. Entity Investors who have agreed to and completed Part I and completed Part V of this Agreement may skip Parts II, III andIV. Please (i) complete Part VI of this Agreement, (ii) complete and execute the signature page to this Agreement, and (iii) complete and sign IRS Form W-9 or the applicable Form W-8. 34 109191599 I. 3 EFTA01121946 MI PART VI - TO BE COMPLETED BY ALL INVESTORS 1. Anti-Money Laundering. To comply with applicable anti-money laundering/U.S. Treasury Department Office of Foreign Assets Control ("OFAC') rules and regulations, the Investor is required to provide the following information as well as any other information requested by the General Partner: Payment Information (a) Name and address (including country) of the bank from which the Investor's payment to the Fund is being wired (the "Wiring Bank"): Name: Address: Phone: Fax: (b) The Investor's wire instructions at the Wiring Bank: (c) Is the Wiring Bank located in the U.S. or another "FATF Country"? Yes No If yes, please answer question (d) below. If no, please provide the information described in SCHEDULE C below. (d) Is Subscriber a customer of the Wiring Bank? Yes No If no, please provide the information described in SCHEDULE C below. As of the date hereof, countries that are members of the Financial Action Task Force on Money Laundering ("FATF Country") are: Argentina, Australia, Austria, Belgium, Brazil, Canada, China, Denmark, European Commission, Finland, France, Germany, Greece, Gulf Co-operation Council, Hong Kong, Iceland, India, Ireland, Italy, Japan, Luxembourg, Mexico, Kingdom of the Netherlands, New Zealand, Norway, Portugal, Republic of Korea, Russian Federation, Singapore, South Africa, Spain, Sweden, Switzerland, Turkey, United Kingdom and the United States. [SIGNATURE PAGE FOLLOWS] 35 109191599 v3 EFTA01121947 IN WITNESS WHEREOF, the parties hereto have executed this SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE as of the dates written below. INDIVIDUAL INVESTOR: ENTITY INVESTOR: (Signature) (Legal Name of Entity) By: (Print Name) Name: Date: Title: Date: If an IRA, Please also Provide: Name of Custodian: Authorized Signatory of Custodian: Address of Custodian: Title of Investor account on hooks and records of Custodian: CAPITAL COMMITMENT: $ SUBSCRIPTION ACCEPTED: Accepted this day of ,201 GENERAL PARTNER: FUND: VALAR VENTURES GP III LLC VALAR GLOBAL FUND HI LP By: Valar Ventures GP HI LLC By: Its: General Partner Name: Title: Managing Member By: Name: Title: Managing Member SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE SIGNATURE PAGE EFTA01121948 Schedule A Investor Information Name Company Name Title Mailing Address City State ZIP Country Street Address (if different) City State ZIP Country Phone Fax Email Taxpayer Identification Number Place of Formation or Incorporation Primary Delivery Method: (email/mail/both/none) Type of Investor ❑ Individual ❑ Trust I Estate ❑ IRA / Keogh / SEP ❑ Community Property ❑ S Corporation ❑ C Corporation ❑ LLC ❑ Exempt Organization ❑ Limited Partnership ❑ General Partnership ❑ Other Wire Instructions for Distributions Please provide wire instructions for the transfer of any payments due from the Fund. These instructions must be provided at account inception. The Investor may change these wire instructions but may be required to provide an appropriate signature guarantee by a qualified financial institution (note that a signature guarantee is different than a notarized signature). Bank Location 9-Digit ABA SWIFT Attention Account Number Account Name Further Credit Instructions for Physical Check Delivery Payee Name Payee Address Special Instructions SCHEDULE A 109191599 v3 EFTA01121949 Primary Contact The following individual will receive all correspondence listed below, and is fully authorized to update and change ownership information, provide instructions, and address procedural questions regarding the Interest. Key Contact Name Company Name Title Mailing Address City State ZIP Street Address (if different) City State ZIP Phone Fax Email Primary Delivery Method: (email/mail/both) Relationship to Investor Other Interested Parties Name Phone Title Alt. Phone Mailing Address Fax City State ZIP Email Street Address (if different) Primary Delivery Method: (email / mail) City State ZIP Circle as appropriate: Relationship 1 2 3 4 5 6 7 Name Phone Title Alt. Phone Mailing Address Fax City State ZIP Email Street Address (if different) Primary Delivery Method: (email / mail) City State ZIP Circle as appropriate Relationship 1 2 3 4 5 6 7 Name Phone Title Alt. Phone Mailing Address Fax City State ZIP Email Street Address (if different) Primary Delivery Method: (email / mail) City State ZIP Circle as appropriate Relationship 1 2 3 4 5 6 7 Ety. I = All Information * 2 = Reports (Quarterly and Annual) 3 = Tax Reporting ** 4 = Authorization to update contact info. 5 = Authorized to add/remove parties 6 = Fully Authorized *" 7 = Capital Call Notices * All Information = All Reports, Tax Reporting, General Correspondence, and Transaction Confirmations ** Tax Reporting = Distribution Notices, Audited Financials, K-I 's *** Fully Authorized = Authorized to update contact info, add/remove parties to the account, and change ownership information, such as wiring instructions, etc. SCHEDULE A 109191599v3 EFTA01121950 SCHEDULE B INVESTOR TYPE REPRESENTATIONS * TO BE COMPLETED BY ALL INVESTORS * The Fund from time to time may be required pursuant to the Advisers Act to provide certain information related to the types of beneficial owners of the Fund to the U.S. Securities and Exchange Commission (the "SEC). As a result, the Fund is seeking the following information. You should check the one category below in Part A that best describes you. You should also check one box in Part B. A. You are a(n): ❑ Individual that is a United States person' (or a trust of such person) ❑ Individual that is not a United States person' (or a trust of such person) ❑ Broker-dealer ❑ Insurance company ❑ Investment company registered with the SEC ❑ Private fund2 ❑ Non-profit ❑ Pension plan (excluding governmental pension plan) ❑ Banking or thrift institution (proprietary) ❑ State or municipal government entity3 (excluding governmental pension plan) ❑ State or municipal governmental pension plan ❑ Sovereign wealth fund or foreign official institution ❑ A person or entity that is not a United States person' and about which the foregoing beneficial ownership information is not known and cannot reasonably be obtained because the beneficial interest is held through a chain involving one or more third-party intermediaries I "United States person" has the meaning provided in rule 203(m)-1 under the Advisers Act, which includes, among others, any natural person that is resident in the United States. 2 "Private fund" means any issuer that would be an investment company as defined in Section 3 of the U.S. Investment Company Act of 1940 but for Section 3(c)(I) or 3(c)(7) of that Act 3 "Government entity" means any U.S. state (including any U.S. state, the District of Columbia, Puerto Rico, the U.S. Virgin Islands or any other possession of the United States) or political subdivision of a state, including: (i) any agency, authority or instrumentality of the state or political subdivision; (ii) a plan or pool of assets controlled by the state or political subdivision or any agency, authority or instrumentality thereof; and (iii) any officer, agent, or employee of the state or political subdivision or any agency, authority or instrumentality thereof, acting in his or her official capacity. SCHEDULE B 109191599 v3 EFTA01121951 ❑ Other Specify: B. The Investor is a fund of funds4 [Please check the applicable box.]: ❑ True ❑ False INDIVIDUAL INVESTOR: ENTITY INVESTOR: (Signature) (Legal Name of Entity) By: (Print Name) Name: Date: Title: Date: 4 "Fund of funds" means any private fund (see footnote 2 above) that invests 10% or more of its total assets in other pooled investment vehicles, whether or not they are also private funds or registered investment companies. SCHEDULE B 109191599 v3 EFTA01121952 SCHEDULE C Additional Information Note: this section applies only to prospective investors who responded "no" to paragraph 1(c) or 1(d) in Part VI of the Subscription Agreement and Investor Questionnaire. The following materials must be provided to the General Partner: For Individual Investors (or, in the case of an Individual Retirement Account or Keogh Plan, the beneficial owner) ❑ A government issued form of picture identification (e.g., passport or driver's license). ❑ Proof of the individual's current address (e.g., current utility bill), if not included in the form of picture identification. For Entity Investors ❑ A certificate of due formation and organization and continued authorization to conduct business in the jurisdiction of its organization (e.g., certificate of good standing). ❑ A letter of reference from your local office of a reputable bank or brokerage firm that is incorporated, or has its principal place of business located, in the U.S. or other FATF Country certifying that the prospective investor (Le., the fund of funds or the entity investing on behalf of third parties) maintains an account at such bank/brokerage firm for a length of time and containing a statement affirming the prospective investor's integrity (a sample letter of reference is attached hereto as ATTACHMENT I). ❑ Any other information requested by the General Partner to determine the identities of your beneficial owners or adequacy of any anti-money laundering policies and procedures. SCHEDULE C 109191599 v3 EFTA01121953 ATTACHMENT I FORM LETTER OF REFERENCE [LETTERHEAD OF LOCAL OFFICE OF FATF MEMBER BANKING INSTITUTION OR BROKERAGE FIRM] Valar Global Fund III LP do Cooley LLP Attn: Ian O'Donnell To whom it may concern: , the of do hereby certify Name Title Name of Institution that has maintained an account at our institution for Name of Investor years and, during this period, nothing has occurred that would give our institution Insert Period cause to be concerned regarding the integrity of Name of Investor Do not hesitate to contact me at if you have any further questions. Insert Telephone No. Very truly yours, Signature Name: Title: ATTAOIMDIT I 109191599 v3 EFTA01121954 EXHIBIT A CERTAIN DEFINITIONS & STATUTORY EXCERPTS "Investments" means any of the following: (I) "Securities" as such term is defined by Section 2(a)(1) of the Securities Act. Notwithstanding the foregoing, securities of an issuer that controls, is controlled by, or is under common control with the Investor shall not be deemed Investments unless the issuer is: (i) An investment company or a company that would be an investment company but for the exclusions provided by Sections 3(c)( I) through 3(c)(9) of the Companies Act, a foreign bank or insurance company, an issuer of asset-backed securities that meets certain requirements or a commodity pool; (ii) A company whose equity securities are listed on a national securities exchange, traded on Nasdaq or listed on a "designated offshore securities market" (as defined by Regulation S promulgated pursuant to the Securities Act); or (iii) A company with shareholders' equity of not less than $50,000,000 (determined in accordance with generally accepted accounting principles) as reflected on the company's most recent financial statements (provided such financial statements present information as of a date not more than sixteen (16) months preceding the Investor's investment in the Company). (2) Real estate held for investment purposes (i.e., not used by the undersigned for personal purposes or as a place of business or in connection with the trade or business of the undersigned). (3) "Commodity Interest" (i.e., commodities futures contracts, options on such contracts or options on commodities that are traded on or subject to the rules of (i) any contract market designated for trading under the Commodity Exchange Act and rules thereunder or (ii) any board of trade or exchange outside the United States, as contemplated in Part 30 of the rules under the Commodity Exchange Act) held for investment purposes. (4) Physical commodities (with respect to which a Commodity Interest is traded on a market specified in paragraph 3 above) held for investment purposes. (5) Financial contracts within the meaning of Section 3(c)(2)(BXii) of the Companies Act held for investment purposes. (6) If the Investor is a company that would be an investment company but for the exclusion provided by Section 3(c)(I) or 3(cX7) of the Companies Act, or a commodity pool, any amounts payable to the Investor pursuant to a binding commitment pursuant to which a person has agreed to acquire an interest in, or make capital contributions to, the Investor upon demand by the Investor. (7) Cash and cash equivalents (including bank deposits, certificates of deposit, bankers acceptances and similar bank instruments held for investment purposes and the net cash surrender value of insurance policies). "United States person" means an individual who is a citizen of the United States or a resident alien for U.S. federal income tax purposes; a corporation, an entity taxable as a corporation, or a partnership created or organized in or under the laws of the United States or any state or political subdivision thereof or therein (including the District of Columbia); an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or a trust if (y) a court within the United States is able to exercise Ewllafr A 109191599 v3 EFTA01121955 primary supervision over its administration and one or more United States persons have the authority to control all of its substantial decisions or (z) such trust was in existence on August 20, 1996 and was treated as a domestic trust on August 19, 1996 and such trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person. "Valued" means either the fair market value or cost of Investments net of the following deductions: (1) the amount of any outstanding indebtedness incurred to acquire such Investments; and (2) if the holder of the Investment is a company described in paragraph 3(a) of Part III or paragraph 3(b) of Part V, any outstanding indebtedness incurred by any owner of such company to acquire such Investments. SECTION 2(O51)(C) OF THE COMPANIES ACT: "The term "qualified purchaser" does not include a company that, but for the exceptions provided for in paragraph (1) or (7) of Section 3(c), would be an investment company (hereafter in this paragraph referred to as an "excepted investment Company"), unless all beneficial owners of its outstanding securities (other than short-term paper), determined in accordance with Section 3(c)(1)(A), that acquired such securities on or before April 30, 1996 (hereafter in this paragraph referred to as "pre-amendment beneficial owners"), and all pre-amendment beneficial owners of the outstanding securities (other than short-term paper) or any excepted investment company that, directly or indirectly, owns any outstanding securities of such excepted investment company, have consented to its treatment as a qualified purchaser. Unanimous consent of all trustees, directors, or general partners of a company or trust referred to in clause (ii) or (iii) of subparagraph (A) shall constitute consent for purposes of this subparagraph." RULE 2A51..2 AS PROMULGATED UNDER THE COMPANIES ACT: "(a) Beneficial Ownership: General. Except as set forth in this section, for purposes of Sections 2(a)(51XC) and 3(c)(7XB)(ii) of the Act, the beneficial owners of securities of an excepted investment company...shall be determined in accordance with Section 3(c)(1) of the Act. (b) Beneficial Ownership: Grandfather Provision. For purposes of Section 3(c)(7)(B)(ii) of the Act, securities of an issuer beneficially owned by a company (without giving effect to Section 3(c)(1XA) of the Act ("owning company") shall be deemed to be beneficially owned by one person unless: (1) The owning company is an investment company or an excepted investment company; (2) The owning company, directly or indirectly, controls, is controlled by, or is under common control with, the issuer; and (3) On October 11, 1996, under Section 3(c)(1)(A) of the Act as then in effect, the voting securities of the issuer were deemed to be beneficially owned by the holders of the owning company's outstanding securities (other than short-term paper), in which case, such holders shall be deemed to be beneficial owners of the issuer's outstanding voting securities. (c) Beneficial Ownership: Consent Provision. For purposes of Section 2(a)(51XC) of the Act, securities of an excepted investment company beneficially owned by a company (without giving effect to Section 3(c)(1)(A) of the Act ("owning company") shall be deemed to be beneficially owned by one person unless: (1) The owning company is an excepted investment company; (2) The owning company directly or indirectly controls, is controlled by, or is under common control with, the excepted investment company or the company with respect to which the excepted investment company is, or will be, a qualified purchaser; and (3) On April 30, 1996, under Section 3(c)(1)(A) of the Act as then in effect, the voting securities of the excepted investment company were deemed to be beneficially owned by the holders of the owning company's outstanding securities (other than short-term paper), in which case the holders of such excepted company's securities shall be deemed to be beneficial owners of the excepted investment company's outstanding voting securities. EXHIBIT A 109191599 v3 EFTA01121956 (d) Indirect Ownership: Consent Provision. For purposes of Section 2(aX51)(C) of the Act, an excepted investment company shall not be deemed to indirectly own the securities of an excepted investment company seeking a consent to be treated as a qualified purchaser ("qualified purchaser company") unless such excepted investment company, directly or indirectly, controls, is controlled by, or is under common control with, the qualified purchaser company or a company with respect to which the qualified purchaser company is or will be a qualified purchaser. (e) Required Consent: Consent Provision. For purposes of Section 2(aX51)(C) of the Act, the consent of the beneficial owners of an excepted investment company ("owning company") that beneficially owns securities of an excepted investment company that is seeking the consents required by Section 2(a)(51)(C) ("consent company") shall not be required unless the owning company directly or indirectly controls, is controlled by, or is under common control with, the consent company or the company with respect to which the consent company is, or will be, a qualified purchaser." SECTION 3(C)(1)(A) OF THE COMPANIES ACT: "None of the following persons is an investment company ... (I) Any issuer whose outstanding securities (other than short-term paper) are beneficially owned by not more than one hundred persons and which is not making and does not presently propose to make a public offering of its securities ... For purposes of this paragraph: (A) Beneficial ownership by a company shall be deemed to be beneficial ownership by one person, except that, if the company owns 10 per centum or more of the outstanding voting securities of the issuer and is or, but for the exception provided for in this paragraph or paragraph (7), would be an investment company, the beneficial ownership shall be deemed to be that of the holders of such company's outstanding securities (other than short-term paper)." SECTION 3(C)(7) OF THE COMPANIES ACT: "[N]one of the following persons is an investment company ... (7) (A) Any issuer, the outstanding securities of which are owned exclusively by persons who, at the time of acquisition of such securities, are qualified purchasers, and which is not making and does not at the time propose to make a public offering of such securities. Securities that are owned by persons who received the securities from a qualified purchaser as a gift or bequest, or in a case in which the transfer was caused by legal separation, divorce, death, or other involuntary event, shall be deemed to be owned by a qualified purchaser, subject to such roles, regulations, and orders as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors." EXIIIBIT A 109191599 v3 EFTA01121957 EXHIBIT B FORM W..9 (WITH INSTRUCTIONS) EXHIBIT B 109191599 v3 EFTA01121958 Form (Rev. August 2013) W-9 Request for Taxpayer Give Form to the requester. Do not Department of the Treasury Identification Number and Certification send to the IRS. Internal Revenue Service Name (as shown on your income tax return) Business name/disregarded entity name. if different from above Print or type Check appropriate box for federal tax classification: Exemptions (see instructions): El Individual/sole proprietor El C Corporation El S Corporation . Partnership 0 Trust/estate Exempt payee code Of any) O United liability company. Enter the tax classification (C=C corporation. S=5 corporation. P=partnership) b. Exemption from FATCA reporting code (if any) See Specific Instructions on page 2. El Other (see instructions) li• Address (ntrnber, street. and apt. or suite no.) Requesters name and address (optional) City, state, and ZIP code 1St account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on the "Name line Social security number to avoid backup withholding. For individuals, this is your social security nurnber (SSN). However, for a resident alien. sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose Employer Identification number number to enter. Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. citizen or other U.S. person (defined below). and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification Instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions. item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA). and generally, payments other than interest and dividends, you are not required to sign the certification. but you must provide your correct TIN. See the instructions on page 3. Sign Signature of Here U.S. person b. Date. General Instructions withholding tax on foreign partners' share of effectively connected income. and 4. Certify that FATCA code(s) entered on this form 0f any) indicating that you are Section references are to the Internal Revenue Code wins otherwise noted. exempt from the FATCA vaporing, is correct. Future developments. The IRS has created a page on IRS.gov for information Note. If you are a U.S. person and a requester gives you a form other than Form about Form W-9. at wwwirs.gcv/w9. Information about any future developments W-9 to request your TIN. you must use the requester's form if it is substantially affecting Form W-9 (such as legislation enacted after we release it) will be posted similar to this Form W-9. on that page. Definition of a U.S. person. For federal tax purposes. you are considered a U.S. Purpose of Form person if you are: • M individual who is a U.S. citizen or U.S. resident alien. A person who is required to file an .,formation return with the IRS must obtan your correct taxpayer identification camber (TIN) to report. for example. income paid to • A partnership, corporation. company, or association created or organized ri the you. payments made to you in settlement of payment card and third party network United States or under the laws of the United States. transactions. real estate transactions, mortgage interest you paid. acquisition or • An estate (other than a foreign estate). or abandonment of secured property, cancellation of debt. or contributions you made to an IRA. • A domestic trust (as defined in Regulations section 301.7701-7). Use Form W-9 only if you are a U.S. person (ncluding a resident alien), to Special rules for partnerships. Partnerships that conduct a trade or business in provide your correct TIN to the person requesting it (the requester) and. when the United States are generally required to pay a withholding tax under section applicable. to: 1446 on any foreign partners' share of effectively connected taxable income from such business. Further. in certain cases where a Form W-9 has not been received. 1. Certify that the TIN you are giving is correct (or you are waiting for a number the rules under section 1446 require a partnership to presume that a partner is a to be issued). foreign person. and pay the section 1446 withholding tax. Therefore, if you are a 2. Certify that you we not subject to backup withholdng. or U.S. person that is a partner in a partnership conducting a trade or business ki the United States. provide Form W-9 to the partnership to establish your U.S. status 3. Claim exemption from backup withholding if you we a U.S. exempt payee. If and avoid section 1446 withholding on your share of partnership income. applicable. you are also certifyng that as a U.S. person. your allocable share of any partnership income from a U.S. trade or business is not subject to the Cat. No. 10231X Form W-9 (Rev. 8-2013) EFTA01121959 Form W-9 (Rev. 8-2013) Page 2 In the cases below. the followng person must give Form W-9 to the partnership Updating Your Information for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business You must provide updated information to any person to whom you claimed to be n the United States: an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example. you may need to • in the case of a disregarded entity with a U.S. owner. the U.S. owner of the provide updated information if you are a C corporation that elects to be an S disregarded entity and not the entity. corporation. or if you no longer are tax exempt. In addition. you must furnish a new • In the case of a grantor trust with a U.S. grantor or other U.S. owner. generally. Form W-9 if the name or TIN changes for the account. for example. if the grantor the U.S. grantor or other U.S. owner of the grantor trust and not the trust. and of a grantor trust dies. • In the case of a U.S. trust (other than a grantor Mat). the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Penalties Foreign person. If you are a foreign person or the U.S. branch of a foreign bank Failure to furnish TIN. If you fail to furnish your correct TIN to a requester. you are that has elected to be treated as a U.S. person. do not use Form W-9. Instead. use subject to a penalty of 350 for each such failure unless your failure is due to the appropriate Form W-8 or Form 8233 (see Publication 515. Withholding of Tax reasonable cause and not to wilful neglect. on Nonresident Aliens and Foreign Entities). Civil penalty for false Information with respect to withholding. If you make a Nonresident alien who becomes a resident alien. Generally, only a nonresident false statement with no reasonable basis that results in no backup withholdng. aben ndividual may use the terms of a tax treaty to reduce or eliminate U.S. tax on you are subject to a 3500 penalty. certain types of income. However. most tax treaties contain a provision known as a "sating clause." Exceptions specified in the saving clause may permit an Criminal penalty for falsifying Information. Willfully falsifying certifications or exemption from tax to continue for °erten types of .,come even after the payee animations may subject you to aillktal penalties including fines and/or has otherwise become a U.S. resident alien for tax purposes. imprisonment. If you are a U.S. resident aben who is relying on an exception contained n the Misuse of TINs. If the requester discloses or uses TINs in violation of federal law. saving clause of a tax treaty to claim an exemption from U.S. tax on cedar, types the requester may be subject to civil and criminal penalties. of income. you must attach a statement to Form W-9 that specifies the following five items: Specific Instructions 1. The treaty country. Generally, this must be the same treaty under which you claimed exerrption from tax as a nonresident alien. Name 2. The treaty article addressing the income. If you are an individual, you must generaly enter the name shown on your income 3. The article number (cc location) in the tax treaty that contains the saving tax return. However, if you have changed your last name. for instance, due to clause and its exceptions. manage without reforming the Social Security Administration of the name change. enter your fret name. the last name shown on your social security card, and your 4. The type and amount of ncome that qualifies for the exemption from tax. new last name. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty If the account is n joint names. list first, and then circle, the name of the person article. or entity whose number you entered in Part I of the form. Example. Article 20 of the U.S.-China income tax treaty allows an exemption Sole proprietor. Enter your nclividual name as shown on your income tax return from tax for scholarship income received by a Ch nese student temporarily present on the 'Name' line. You may enter your business, trade, or 'doing business as n the United States. Under U.S. law. this student will become a resident alien for (DBA)" name on the "Business name/disregarded entity name" re. tax purposes if his or her stay in the United States exceeds 5 calendar years. However. paragraph 2 of the first Protocol to the U.S.-China treaty (dated Aprd 30. Partnership, C Corporation, or S Corporation. Enter the entity's name on the 1984) allows the provisions of Article 20 to continue to apply even after the "Name' line and any business, trade, or "doing busness as (DBA) name' on the Cheese student becomes a resident alien of the United States. A Chinese student "Business name/disregarded entity name" lyre. who qualifies for this exception (under paragraph 2 of the first protocol) and is Disregarded entity. For U.S. federal tax purposes. an entity that is disregarded as relying on this exception to claim an exemption from tax on his or her scholarship an entity separate from its owner is treated as a "disregarded entity." See or fellowship income would attach to Form W-9 a statement that includes the Regulation section 301.7701-2(cX2Xiii). Enter the owner's name on the "Name" .,formation described above to support that exemption. line. The name of the entity entered on the 'Name" line should never be a If you are a nonresident alien or a foreign entity. give the requester the disregarded entity. The name on the "Name" line must be the name shown on the appropriate completed Form W-8 or Form 8233. income tax return on which the income should be reported. For example. if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes What is backup withholding? Persons making certain payments to you must has a single owner that is a U.S. person. the U.S. owner's name is requied to be under certain conditions withhold and pay to the IRS a percentage of such provided on the "Name" Ire. If the direct owner of the entity is also a disregarded payments. This is called "backup withholding.' Payments that may be subject to entity, enter the first owner that is not disregarded for federal tax purposes. Enter backup withholding include interest. tax-exempt interest. dividends. broker and the disregarded entity's name on the 'Business name/disregarded entity name' barter exchange transactions. rents. royalties. nonemployee pay. payments made line. If the owner of the disregarded entity is a foreign person. the owner must yr settlement of payment card and third party network transactions. and certain complete an appropriate Form W-8 .,stead of a Form W-9. This is the case even if payments from fishing boat operators. Real estate transactions are not subject to the foreign person has a U.S. TIN. backup withholding. Note. Check the appropriate box for the U.S. federal tax classification of the You will not be subject to backup withholding on payments you receive it you person whose name is entered on the "Name" line (Incbvidual/sole proprietor. give the requester your correct TIN. make the proper certifications. and report all Partnership, C Corporation. S Corporation, Trust/estate). your taxable merest and dividends on your tax return. Limited Liability Company (US). If the person identified on the "Name" lire is an Payments you receive will be subject to backup LLC. check the 'Limited liability company" box only and enter the appropriate withholding if: code for the U.S. federal tax classification in the space provided. If you are an LLC that is treated as a partnership for U.S. federal tax exposes. enter "P" for 1. You do not furnish your TN to the requester. partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be 2. You do not certify your TIN when required (see the Part II instructions on page taxed as a corporation, enter "C' for C corporation or "S" for S corporation. as 3 for details). appropriate. If you are an LLC that is disregarded as an entity separate from its owner under Regulation section 301.7701-3 (except for employment and excise 3. The IRS tells the requester that you famished an incorrect TIN. tax), do not check the LLC box unless the owner of the LLC (required to be 4. The IRS tells you that you are subject to backup withholding because you did identified on the 'Name" line) is another LLC that is not disregarded for U.S. not report all your interest and dividends on your tax return (for reportable interest federal tax purposes. If the LLC is disregarded as an entity separate from its and dividends only). or owner. enter the appropriate tax classification of the owner identified on the 5. You do not certify to the requester that you are not subject to backup "Name' line. withholding under 4 above (for reportable interest and dividend accounts opened Other entities. Enter your business name as shown on required U.S. federal tax after 1983 only). documents on the "Name" line. This name should match the name shown on the Certain payees and payments are exempt from backup withholdng. See Exempt charter or other legal document creating the entity. You may enter any business, payee code on page 3 and the separate Instructions for the Requester of Form trade. or DBA name on the "Business name/disregarded entity name" line. W-9 for more .,formation. Exemptions Also see Special rules forpartnerships on page 1. If you are exempt from backup withholding and/or FATCA reporting. enter in the What is FATCA reporting? The Foreign Account Tax Compliance Act (FATCA) Exemptions box. any codes) that may apply to you. See Exempt payee code and requires a participating foreign financial institution to report all United States Exemption from FATCA reporting code on page 3. account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA repotting code on page 3 and the Instructions for the Requester of Form W-9 for mote information. EFTA01121960 Form W-9 (Rev. 8-2013) Page 3 Exempt payee code. Generally. individuals (including sole proprietors) are not G —A real estate investment trust exempt from backup withholding. Corporations are exempt from backup H —A regulated investment company as defined in section 851 or an entity withholding for certain payments. such as interest and dividends. Corporations are registered at all times cluing the tax year under the Investment Company Act of not exempt from backup withholding for payments made in settlement of payment 1940 card or third party network transactions. I —A common trust find as defined in section 584(e) Note. If you are exempt from backup withholding. you should still complete this form to avoid possible erroneous backup withholding. J —A bank as defined in section 581 The following codes identify payees that are exempt from backup withholding: K —A broker 1—An organization exempt from tax under section 501(e). any IRA. or a L—A trust exempt from tax under section 664 or described in section 4947(a)(1) custodial account under section 403(b)(7) if the account satisfies the requirements M —A tax exempt trust under a section 403(0) plan or section 457(g) plan of section 4019)(2) 2 —The United States or any of its agencies or instrumenValities Part I. Taxpayer Identification Number (TIN) 3—A state. the District of Cdumbia. a possession of the United States. or any of Enter your TIN in the appropriate box. If you are a resident alien and you do not their political subdivisions or nstrumedalities have and are not eligible to get an SSN. your TIN is you IRS individual taxpayer 4 —A foreign government or any of its political subdivisions. agencies. or identification number (ITIN). Enter it kr the social security number box. If you do not nstrumedalities have an ITIN. see How to get a TIN below. If you are a sole proprietor and you have an EIN. you may enter either your SSN 5—A corporation or EIN. However. the IRS prefers that you use you SSN. 6—A dealer in securities or commodities required to register in the United States. the District of Columbia. or a possession of the United States If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on page 2). enter the owners SSN (or 7—A futures commission merchant registered with the Commodity Futures EIN. if the owner has one). Do not enter the disregarded entity's EIN. If the LLC is Tradng Commission classified as a corporation or partnership, enter the entity's EIN. 8—A real estate investment trust Note. See the chart on page 4 for further clarification of name and TIN 9 —An entity registered at all times during the tax year under the Investment combinations. Company Act of 1940 How to get a TIN. If you do not have a TIN. apply for one immediately. To apply 10—A common trust fund operated by a bark under section 584(e) for an SSN. get Form SS-5. Application for a Social Security Card. from your local Social Security Administration office or get this form online at NAVW.SSELgOV. You 11—A financial institution may also get this form by calling 1-800-772-1213. Use Form W-7. Application for 12—A middleman known n the investment community as a nominee or IRS Individual Taxpayer Identification Number. to apply for an MN. or Form SS-4. custodian Application for Employer Identification Number. to apply for an EIN. You can apply 13—A trust exempt from tax under section 664 or described ri section 4947 for an EIN online by accessing the IRS website at www.irs.govlbusinesses and clicking on Employer Identification Number (EIN) under Starting a Business. You The following chart shows types of payments that may be exempt from backup can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by ceding 1-800- withholding. The chart applies to the exempt payees listed above. 1 through 13. TM-FORM (1-800-829-3676). If you are asked to complete Form W-9 but do not have a 11N. apply for a TIN IF the payment Is for... THEN the payment Is exempt for ... and write "Applied For' in the space for the TIN. sign and date the form. and give it to the requester. For interest and dividend payments. and certan payments made Interest and dividend payments All exempt payees except with respect to readily tradable nstruments. generally you will have 60 days to get for 7 a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be Broker transactions Exempt payees 1 through 4 and 6 subject to backup withholding on all such payments until you provide your TIN to through 11 and all C corporations. S the requester. corporations must not enter an exempt Note. Entering 'Applied For" means that you have already applied for a TIN or that payee code because they are exempt you intend to apply for one soon. only for sales of noncovered securities acquied prior to 2012. Caution: A disregarded U.S. entity that hes a foreign owner must use the appropriate Forth W-8. Barter exchange transactions and Exempt payees 1 through 4 patronage dividends Part II. Certification To establish to the withholding agent that you are a U.S. person. or resident alien. Payments over $600 requied to be Generally. exempt payees sign Farm W-9. You may be requested to sign by the withholding agent even if reported and direct sales over S5.000' 1 through 52 items 1.4. or 5 below ndicate otherwise. For a joint account, only the person whose TIN is shown in Part I should sign Payments made in settlement of Exempt payees 1 through 4 (when required). In the case of a disregarded entity. the person identified on the payment card or third party network "Name line must sign. Exempt payees. see Exempt payee code earlier. transactions Signature requirements. Complete the certification as indicated in items 1 ' See Form 1099-MISC. Miscellaneous Income. and its nstrucbons. through 5 below. 'However. the following payments made o a corporation and reportable on Form 1. Interest, dividend, and barter exchange accounts opened before 1984 1099-MISC are not exempt from backup withholding: medical and health care and broker accounts considered active during 1983. You must give your payments. attorneys' fees. gross proceeds paid to an attorney. and payments for correct TIN. but you do not have to sign the certification. services paid by a federal executive agency. 2. Interest, dividend, broker, and barter exchange accounts opened after Exemption from FATCA reporting code. The following codes identify payees 1083 and broker accounts considered Inactive during 1983. You must sign the that are exempt from reporting under FATCA. These codes apply to persons certification or backup withholding will apply. if you are subject to backup submitting this form for accounts maintained outside of the Unrted States by withholding and you are merely providing your correct TIN to the requester. you certain foreign financial institutions. Therefore. it you are only submitting this form must cross out item 2 in the certification before signng the form. for an account you hold in the Unrted States. you may leave this field blank. 3. Real estate transactions. You must sign the certification. You may cross out Consult with the person requesting this form if you are uncertain if the financial item 2 of the certification. sublubon is subject to these requirements. 4. Other payments. You must give your correct TIN. but you do not have to sign A—An organization exempt from tax under section 501(e) or any ndividual the certification unless you have been notified that you have previously given an retirement plan as defined in section 7701(a)(37) incorrect TIN. "Other payments" nclude payments made in the course of the B —The United States or any of its agencies or instrumentalities requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to C —A state. the District of Columbia. a possession of the United States. or any corporations), payments to a nonemployee for services, payments made in of thew political subdivisions or instrumentalities settlement of payment card and third party network transactions, payments to D —A corporation the stock of which is regularly traded on one or more certain fisting boat crew members and fishermen, and gross proceeds paid to established securities markets. as described in Reg. section 1.1472-1(c)(1)(i) attorneys (including payments to corporations). E —A corporation that is a member of the same expanded affaated group as a 5. Mortgage interest paid by you. acquisition or abandonment of secured corporation described in Reg. section 1.1472-1(c)(1)(0 property, cancellation of debt. qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or F —A dealer n securities. commodities. or derivative financial instruments distributions, and pension distributions. You must give your correct TIN. but you (including notional principal contracts. futures. forwards. and options) that is do not have to sign the certification. registered as such under the laws of the United States or any state EFTA01121961 Form W-9 (Rev. 8-2013) Page 4 What Name and Number To Give the Requester Note. If no name is crcled when more than one name is listed. the number will be considered to be that of the first name listed. For this type of account: Give name and SSN of: 1. Individual The ndividual Secure Your Tax Records from Identity Theft 2. Two or more individuals 6crnt The actual owner of the account or, Identity theft occurs when someone uses your personal reformation such as your account) if combined funds. the first name. social security number (SSN). or other identifying reformation. without your individual on the account' permission. to commit fraud or other crimes. An identity thief may use yotr SSN to get a job or may file a tax return using your SSN to receive a refund. 3. Custodian account of a rnnor The mnor To reduce your risk: (Uniform Gift to Minors Act) • Protect your 55N. 4. a. The usual revocable savings The grantor-trustee trust (grantor is also trustee) • Ensure your employer is protecting your SSN. and b. So-called trust account that is The actual owner • Be careful when choosing a tax preparer. not a legal or vakd bust under If your tax records are affected by identity theft and you receive a notice from state law the IRS. respond right away to the name and phone number printed on the IRS 5. Sole proprietorship or disregarded The owner' notice or letter. entity owned by an individual If your tax records are not currently affected by identity theft but you think you 6. Grantor trust filing under Optional The grantor' are at risk due to a lost or stolen pose or wallet. questionable credit card activity Form 1099 Filing Method 1 (see or credit report. contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Regulation section 1.671-4(b)(2 ()1)(A) Form 14039. For this type of account Give name and ON of: For more information. see Publication 4535. Identity Theft Prevention and Victim 7. Disregarded entity not owned by an The owner Assistance. individual Victims of identity theft who are experiencing economic harm or a system 8. A valid trust. estate, or pension trust Legal entity' peoblem, or are seeking help in resolving tax problems that have not been resolved 9. Corporation or LLC electing The corporation through normal channels. may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at corporate status on Form 8832 or Form 2553 1-877-777-4778 or TTY/TDD 1-800.829-4059. 10. Associatica, club. religious. The organization Protect yourself from suspicious amens or phishing schemes. Pheshing is the charitable, educational, or other creation and use of email and websites designed to mimic legitimate business tax-exempt organization emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user 11. Partnership or multi-member LLC The partnership into surrendering private information that wdl be used for identity theft. 12. A broker or registered nominee The broker or nominee The IRS does not initiate contacts with taxpayers via emails. Also. the IRS does 13. Account with the Department of The public entity not request personal detailed information through email or ask taxpayers for the Agriculture n the name of a pubic PIN numbers. passwords. or similar secret access information for their credit card. entity (such as a state or local bank. or other financial accounts. government. school district. or If you receive an unsolicited email claiming to be from the IRS. forward this Frisco) that receives agricultural message to phishingeirs.gov. You may also report misuse of the IRS name. logo. program payments or other IRS property to the Treasury Inspector General for Tax Administration at 14. Grantor trust filing under the Form The trust 1-800-366-4484. You can forward suspicious emails to the Federal Trade 1041 Filing Method or the Optional Commission at: sparneduce.gov or contact them at www.ftc.govIrcIthett or 1-877- Form 1099 Filing Method 2 (see IDTHEFT (1-877-438-4338). Regulation section 1.671-4(bg2XiyEr) Visit IRS.gov to learn more about identity theft and how to reduce you' risk. Let first and circle the name of the person whose number you furnish. If arty one person on a pint account has an SSN, that person's number must be furnished. Cycle the minors name and famish the winces SSN. 'You must show your nelendual name and you may also enter yaw buvness or '00K name an the 'Dueness narnetdrwegazded entity' name line. You may use either yew SSN or EIN fel you have one), but the IRS encourages you to use your SSN. 'List first and circle the name of the trust. estate. or pension trust. (Do not furnsh the TIN of the personal representatire a trustee unless the legal entity misc.,' is not desagnated inthe accoult lite.) Also see Special odes far partnerships on page 1. 'Note. Grantor also must provide a Form W-9 to trustee of that. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide yow correct TIN to persons including federal agencies) who are requied to file information retums with the IRS to renal interest. dividends. or certain other income paid to you: mortgage interest you paid: the acquisition or abandonment of secured property: the cancellation of debt: or contributions you made to an IRA. Archer MSA. or HSA. The person collecting this form uses the information on the form to file information retums with the IRS. reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and crimnal litigation and to cities. states. the District of Columbia. and U.S. commonwealths and possessions for use in administering thee laws. The reformation also may be disclosed to other countries under a treaty. to federal and state agencies to enforce civil and criminal laws. or to federal law enforcement and intelligence agencies to combat terrcrism. You must provide your TN whether or not you are required to file a tax return. Under section 3406. payers must generally withhold a percentage of taxable interest. dividend. and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information. EFTA01121962 EXHIBIT C FORM W-8BEN, Font-W-8BEN-E, FORM W-8ECI, FORM W-8EXP AND Font W-8IMY (WITH INSTRUCTIONS) EXHIBIT C 109191599 v3 EFTA01121963 Form W-8BEN Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals) (Rev. February 2014) le For use by individuals. Entities must use Form W-8BEN-E. OMB No. 1545-1621 e Information about Form W-SBEN and its separate instructions Is at wwwirs.govItormw8ben. Deparbnent of the Treasury Interrel Revenue Service e Give this form to the withholding agent or payer. Do not send to the IRS. Do NOT use this form if: Instead, use Form: • You are NOT an individual W-8BEN-E • You are a U.S. citizen or other U.S. person. including a resident alien individual W-9 • You are a beneficial owner claiming that income is effectively connected with the conduct of trade or business within the U.S. (other than personal services) W-8ECI • You are a beneficial owner who is receiving compensation for personal services performed in the United States 8233 or W-4 • A person acting as an intermediary W-8IMY Part I Identification of Beneficial Owner (see instructions) 1 Name of individual who is the beneficial owner 2 Country of citizenship 3 Permanent residence address (street. apt. or suite no., or rural route). Do not use a box or In-care-of address. City or town, state or province. Include postai code where appropriate. Country 4 Mailing address (if different from above) City or town, state or province. Include postal code where appropriate. Country 5 U.S. taxpayer identification number (SSN or ITIN). if required (see instructions) Foreign tax identifying number (see instructions) 7 Reference number(s) (see instructions) 8 Date of birth (MM-DD-YYYY) (see instructions) Part Claim of Tax Treaty Benefits (for chapter 3 purposes only) (see instructions) 9 I certify that the beneficial owner is a resident of within the meaning of the income tax treaty between the United States and that country. 10 Special rates and conditions Of applicable—see Instructions): The beneficial owner is claiming the provisions of Article of the treaty identified on line 9 above to claim a % rate of withholding on (specify type of income): Explain the reasons the beneficial owner meets the terms of the treaty article: ligaiWI Certification Under penalties of perjury. l declare that 1 have examined the information on this form and to the best of my knowledge and bebef it is true, correct, and complete. l *Ether certify under penalties of perjury that: • I am the individual that is the beneficial owner (or am authorized to sign for the individual that is the beneficial owner) of all the income to which this form relates or am using this form to document myself as an individual that is an owner or account holder of a foreign financial lettubon. • The person named on line 1 of this form is not a U.S. person. • The income to which this form relates is: (a) not effectively connected with the conduct of a trade or business ri the United States. (b) effectively connected but is not subject to tax under an applicable income tax treaty. or (c) the partner's share of a partnership's effectively connected ncome. • The person named on line 1 of this form is a resident of the treaty country listed on tine 9 of the form (if any) withn the meaning of the income tax treaty between the United States and that country. and • Foe broker transactions or baiter exchanges. the beneficial owner is an exempt foreign person as defined in the nstructions. Firthermore. I authorize this form to be provided to any withholding agent that has control. receipt, or custody of the income of which I am the beneficial owner or any withholding agent that can disburse or make payments of the ncome of which I am the beneficial owner. I agree that I will submit a new form within 30 days if any cerdfication made on this form becomes incorrect Sign Here Signature of beneficial owner (or individual authorized to sign for beneficial owner) Date (MM-DD-YYYY) Print name of signer Capacity in which acting (f forms not signed by beneficial owner) For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 250472 Form W-8BEN (Rev. 2-2014) EFTA01121964 Department of the Treasury Instructions for Internal Revenue Service Form W-8BEN (Rev. February 2014) Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals) Section references are to the Internal Revenue Code with respect to payments made to payees that are foreign unless otherwise noted. persons, however. A payer of a reportable payment may treat a payee as Future Developments foreign if the payer receives an applicable Form W-8 from the payee. Provide this Form W-8BEN to the requestor if For the latest information about developments related to you are a foreign individual that is a participating payee Form W-8BEN and its instructions, such as legislation receiving payments in settlement of payment card enacted after they were published, go to www.irs.gov/ transactions that are not effectively connected with a U.S. formw8ben. trade or business of the payee. More information. For more information on FATCA, go What's New to www.irs.govfiatca. FATCA. In 2010, Congress passed the Hiring Incentives to Restore Employment Act of 2010, P. L. 111-147 (the HIRE Act), which added chapter 4 of Subtitle A General Instructions (chapter 4) to the Code, consisting of sections 1471 For definitions of terms used throughout these through 1474 of the Code and commonly referred to as instructions, see Definitions, later. "FATCA" or "chapter 4". Under chapter 4, participating foreign financial institutions (FFIs) and certain Purpose of Form registered-deemed compliant FFIs are generally required to identify their U.S. account holders, regardless of Establishing status for chapter 3 purposes. Foreign whether a payment subject to withholding is made to the persons are subject to U.S. tax at a 30% rate on income account. The IRS has published regulations that provide they receive from U.S. sources that consists of: due diligence, withholding, and reporting rules for both • Interest (including certain original issue discount (OID)); U.S. withholding agents and FFIs under chapter 4. • Dividends; This form, along with Form W-8ECI, W-BEXP, and • Rents; W-81MY, has been updated to reflect the documentation • Royalties; requirements of chapter 4. In particular, this Form • Premiums; W-8BEN is now used exclusively by individuals. Entities • Annuities; documenting their foreign status, chapter 4 status, or • Compensation for, or in expectation of, services making a claim of treaty benefits (if applicable) should use performed; Form W-8BEN-E. • Substitute payments in a securities lending transaction; Individual account holders (both U.S. and foreign) that or do not document their status may be deemed recalcitrant • Other fixed or determinable annual or periodical gains, and, in some cases, subject to 30% withholding on certain profits, or income. payments. Foreign individuals can avoid being classified This tax is imposed on the gross amount paid and is as recalcitrant account holders by using Form W-8BEN to generally collected by withholding under section 1441. A document their foreign status. payment is considered to have been made whether it is Foreign individuals should use Form W-8BEN to made directly to the beneficial owner or to another person, document their foreign status and claim any applicable such as an intermediary, agent, or partnership, for the treaty benefits for chapter 3 purposes (including a foreign benefit of the beneficial owner. individual that is the single member of an entity that is In addition, section 1446 requires a partnership disregarded for U.S. tax purposes). See the instructions to conducting a trade or business in the United States to Form W-8BEN-E concerning claims for treaty benefits and withhold tax on a foreign partners distributive share of the chapter 4 certifications in the case of a hybrid entity. partnership's effectively connected taxable income. Reportable payment card transactions. Section Generally, a foreign person that is a partner in a 6050W was added by section 3091 of the Housing partnership that submits a Form W-8BEN for purposes of Assistance Tax Act of 2008 and requires information section 1441 or 1442 will satisfy the documentation returns to be made by certain payers with respect to requirements under section 1446 as well. However, in payments made to participating payees in settlement of some cases the documentation requirements of sections payment card transactions and third party payment 1441 and 1442 do not match the documentation network transactions. Information returns are not required requirements of section 1446. See Regulations sections 1.1446-1 through 1.1446-6. Feb 19, 2014 Cat. No. 25576H EFTA01121965 Note. The owner of a disregarded entity (including an disregarded entity, you are considered the beneficial individual), rather than the disregarded entity itself, must owner of income received by the disregarded entity. submit the appropriate Form W-BBEN for purposes of Submit Form W-BBEN when requested by the withholding section 1446. agent, payer, or FFI whether or not you are claiming a It you receive certain types of income, you must reduced rate of, or exemption from, withholding. provide Form W-8BEN to: You should also provide Form W-8BEN to a payment • Establish that you are not a U.S. person; settlement entity (PSE) requesting this form if you are a • Claim that you are the beneficial owner of the income foreign individual receiving payments subject to reporting for which Form W-8BEN is being provided or a foreign under section 6050W (payment card transactions and partner in a partnership subject to section 1446; and third-party network transactions) as a participating payee. • If applicable, claim a reduced rate of, or exemption However, it the payments are income which is effectively from, withholding as a resident of a foreign country with connected to the conduct of a U.S. trade or business, you which the United States has an income tax treaty and who should instead provide the PSE with a Form W-8ECI. is eligible for treaty benefits. Do not use Form W-8BEN if you are described You may also be required to submit Form W-8BEN to below. claim an exception from domestic information reporting • You are a foreign entity documenting your foreign and backup withholding (at the backup withholding rate status, documenting your chapter 4 status, or claiming under section 3406) for certain types of income that are treaty benefits. Instead, use Form W-8BEN-E, Certificate not subject to foreign-person withholding at a rate of 30% of Status of Beneficial Owner for United States Tax under section 1441. Such income includes: Withholding and Reporting (Entities). • Broker proceeds; • You are a U.S. citizen (even it you reside outside the • Short-term (183 days or less) original issue discount United States) or other U.S. person (including a resident (OID); alien individual). Instead, use Form W-9, Request for • Bank deposit interest; Taxpayer Identification Number and Certification, to • Foreign source interest, dividends, rents, or royalties; document your status as a U.S. person. and • You are acting as a foreign intermediary (that is, acting • Proceeds from a wager placed by a nonresident alien not for your own account, but for the account of others as individual in the games of blackjack, baccarat, craps, an agent, nominee, or custodian). Instead, provide Form roulette, or big-6 wheel. W-81MY, Certificate of Foreign Intermediary, Foreign A withholding agent or payer of the income may rely on Flow-Through Entity, or Certain U.S. Branches for United a properly completed Form W-8BEN to treat a payment States Tax Withholding and Reporting. associated with the Form W-8BEN as a payment to a • You are a disregarded entity with a single owner that is foreign person who beneficially owns the amounts paid. If a U.S. person. Instead, the owner should provide Form applicable, the withholding agent may rely on the Form W-9. If the disregarded entity is a hybrid entity claiming W-8BEN to apply a reduced rate ot, or exemption from, treaty benefits, the entity should complete Form withholding at source. W-8BEN-E even if the single owner of such entity is a U.S. Provide Form W-8BEN to the withholding agent or person that must also provide a Form W-9. See the payer before income is paid or credited to you. Failure to instructions to Form W-8BEN-E for information on hybrid provide a Form W-8BEN when requested may lead to entities claiming treaty benefits. withholding at the foreign-person withholding rate of 30% • You are a nonresident alien individual who claims or the backup withholding rate under section 3406. exemption from withholding on compensation for independent or dependent personal services performed in Establishing status for chapter 4 purposes. An FFI the United States. Instead, provide Form 8233, Exemption may rely on a properly completed Form W-8BEN to from Withholding on Compensation for Independent (and establish your chapter 4 status as a foreign person. The Certain Dependent) Personal Services of a Nonresident Form W-8BEN should be provided to the FFI when Alien Individual, or Form W-4, Employee's Withholding requested. Failure to do so could result in 30 percent Allowance Certificate. withholding on income paid or credited to you as a • You are receiving income that is effectively connected recalcitrant account holder from sources within the United with the conduct of a trade or business in the United States. See the definition of amounts subject to States, unless it is allocable to you through a partnership. withholding, later. Instead, provide Form W-8ECI, Certificate of Foreign Additional information. For additional information and Person's Claim That Income Is Effectively Connected With instructions for the withholding agent, see the Instructions the Conduct of a Trade or Business in the United States. If for the Requester of Forms W-8BEN, W-8BEN-E, any of the income for which you have provided a Form W-8ECI, W-8EXP, and W-8IMY. W-8BEN becomes effectively connected, this is a change in circumstances and Form W-8BEN is no longer valid Who Must Provide Form W-8BEN with respect to such income. You must file Form W-8ECI. You must give Form W-8BEN to the withholding agent or See Change in circumstances, later. payer it you are a nonresident alien who is the beneficial Giving Form W-8BEN to the withholding agent. Do owner of an amount subject to withholding, or if you are an not send Form W-8BEN to the IRS. Instead, give it to the account holder of an FFI documenting yourself as a person who is requesting it from you. Generally, this will nonresident alien. If you are the single owner of a be the person from whom you receive the payment, who -2- EFTA01121966 credits your account, or a partnership that allocates Expiration of Form W-8BEN. Generally, a Form income to you. An FFI may also request this farm from you W-8BEN will remain in effect for purposes of establishing to document your account as other than a U.S. account. foreign status for a period starting on the date the form is Give Form W-8BEN to the person requesting it before the signed and ending on the last day of the third succeeding payment is made to you, credited to your account, or calendar year, unless a change in circumstances makes allocated. If you do not provide this form, the withholding any information on the form incorrect. For example, a agent may have to withhold at the 30% rate (under Form W-8BEN signed on September 30, 2015, remains chapter 3 and 4), backup withholding rate, or the rate valid through December 31, 2018. applicable under section 1446. If you receive more than However, under certain conditions a Form W-8BEN will one type of income from a single withholding agent for remain in effect indefinitely until a change of which you claim different benefits, the withholding agent circumstances occurs. To determine the period of validity may, at its option, require you to submit a Form W-8BEN for Form W-8BEN for purposes of chapter 4, see for each different type of income. Generally, a separate Form W-8BEN must be given to each withholding agent. Regulations section 1.1471-3(c)(6)(ii). To determine the period of validity for Form W-8BEN for purposes of Note. If you own the income or account jointly with one or chapter 3, see Regulations section 1.1441-1(e)(4)(ii). more other persons, the income or account will be treated by the withholding agent as owned by a foreign person Definitions that is a beneficial owner of a payment only if Forms Account holder. An account holder is generally the W-8BEN or W-8BEN-E are provided by all of the owners. person listed or identified as the holder or owner of a If the withholding agent or financial institution receives a financial account. For example, if a partnership is listed as Form W-9 from any of the joint owners, however, the the holder or owner of a financial account, then the payment must be treated as made to a U.S. person and partnership is the account holder, rather than the partners the account treated as a U.S. account. of the partnership (subject to some exceptions). However, Change in circumstances. If a change in circumstances an account that is held by a single-member disregarded makes any information on the Form W-8BEN you have entity is treated as held by the person owning the entity. submitted incorrect, you must notify the withholding agent, Amounts subject to withholding. Generally, an amount payer, or FFI with which you hold an account within 30 subject to chapter 3 withholding is an amount from days of the change in circumstances and you must file a sources within the United States that is fixed or new Form W-8BEN or other appropriate form. determinable annual or periodical (FDAP) income. FDAP If you use Form W-8BEN to certify that you are a income is all income included in gross income, including foreign person, a change of address to an address in the interest (as well as OID), dividends, rents, royalties, and United States is a change in circumstances. Generally, a compensation. FDAP income does not include most gains change of address within the same foreign country or to from the sale of property (including market discount and another foreign country is not a change in circumstances. option premiums), as well as other specific items of However, if you use Form W-8BEN to claim treaty income described in Regulations section 1.1441-2 (such benefits, a move to the United States or outside the as interest on bank deposits and short-term OID). country where you have been claiming treaty benefits is a For purposes of section 1446, the amount subject to change in circumstances. In that case, you must notify the withholding is the foreign partner's share of the withholding agent, payer, or FFI within 30 days of the partnership's effectively connected taxable income. move. Generally, an amount subject to chapter 4 withholding If you become a U.S. citizen or resident alien after you is an amount of U.S. source FDAP income that is also a submit Form W-8BEN, you are no longer subject to the withholdable payment as defined in Regulations section 30% withholding rate under section 1441 or the 1.1473-1(a). The exemptions from withholding provided withholding tax on a foreign partner's share of effectively for under chapter 3 are not applicable when determining connected income under section 1446. To the extent you whether withholding applies under chapter 4. For specific have an account with an FFI, your account may be subject exceptions applicable to the definition of a withholdable to reporting by the FFI under chapter 4. You must notify payment, see Regulations section 1.1473-1(a)(4) the withholding agent, payer, or FFI within 30 days of (exempting, for example, certain nonfinancial payments). becoming a U.S. citizen or resident alien. You may be required to provide a Form W-9. For more information, Beneficial owner. For payments other than those for see Form W-9 and its instructions. which a reduced rate of, or exemption from, withholding is claimed under an income tax treaty, the beneficial owner You may be a U.S. resident for tax purposes of income is generally the person who is required under A CAUT 0 depending on the number of days you are physically present in the United States over a U.S. tax principles to include the payment in gross income on a tax return. A person is not a beneficial owner of 3-year period. See Publication 519, available at irs.gov/ income, however, to the extent that person is receiving the publications/o519. If you satisfy the substantialpresence income as a nominee, agent, or custodian, or to the extent test, youmust notify the withholding agent, payer, or the person is a conduit whose participation in a financial institution with which youhave an account within transaction is disregarded. In the case of amounts paid 30 days andprovide a Form W-9. that do not constitute income, beneficial ownership is determined as if the payment were income. -3- EFTA01121967 Foreign partnerships, foreign simple trusts, and foreign Certain entities that are disregarded for U.S. tax grantor trusts are not the beneficial owners of income paid purposes may be recognized for purposes of claiming to the partnership or trust. The beneficial owners of treaty benefits under an applicable tax treaty (see the income paid to a foreign partnership are generally the definition of hybrid entity below). A hybrid entity claiming partners in the partnership, provided that the partner is not treaty benefits is required to complete Form W-8BEN-E. itself a partnership, foreign simple or grantor trust, See Form W-8BEN-E and its instructions. nominee or other agent. The beneficial owners of income Financial account. A financial account includes: paid to a foreign simple trust (that is, a foreign trust that is • A depository account maintained by a financial described in section 651(a)) are generally the institution; beneficiaries of the trust, if the beneficiary is not a foreign • A custodial account maintained by a financial partnership, foreign simple or grantor trust, nominee or institution; other agent. The beneficial owners of a foreign grantor trust (that is, a foreign trust to the extent that all or a • Equity or debt interests (other than interests regularly portion of the income of the trust is treated as owned by traded on an established securities market) in investment the grantor or another person under sections 671 through entities and certain holding companies, treasury centers, 679) are the persons treated as the owners of the trust. or financial institutions as defined in Regulations section The beneficial owners of income paid to a foreign complex 1.1471-5(e); trust (that is, a foreign trust that is not a foreign simple • Cash value insurance contracts; and trust or foreign grantor trust) is the trust itself. • Annuity contracts. For purposes of chapter 4, exceptions are provided for For purposes of section 1446, the same beneficial accounts such as certain tax-favored savings accounts; owner rules apply, except that under section 1446 a term lite insurance contracts; accounts held by estates; foreign simple trust rather than the beneficiary provides escrow accounts; and annuity contracts. These the form to the partnership. exceptions are subject to certain conditions. See The beneficial owner of income paid to a foreign estate Regulations section 1.1471-5(b)(2). Accounts may also is the estate itself. be excluded from the definition of financial account under Note. A payment to a U.S. partnership, U.S. trust, or an applicable IGA. U.S. estate is treated as a payment to a U.S. payee that is Financial institution. A financial institution generally not subject to 30% withholding under chapter 3 or 4. A means an entity that is a depository institution, custodial U.S. partnership, trust, or estate should provide the institution, investment entity, or an insurance company (or withholding agent with a Form W-9. For purposes of holding company of an insurance company) that issues section 1446, a U.S. grantor trust or disregarded entity cash value insurance or annuity contracts. shall not provide the withholding agent a Form W-9 in its own right. Rather, the grantor or other owner shall provide Foreign financial institution (FFI). A foreign financial the withholding agent the appropriate form. institution (FFI) generally means a foreign entity that is a financial institution. Chapter 3. Chapter 3 means Chapter 3 of the Internal Revenue Code (Withholding of Tax on Nonresident Aliens Foreign person. A foreign person includes a and Foreign Corporations). Chapter 3 contains sections nonresident alien individual and certain foreign entities 1441 through 1464. that are not U.S. persons (entities should complete Form W-8BEN-E rather than this Form W-8BEN). Chapter 4. Chapter 4 means Chapter 4 of the Internal Revenue Code (Taxes to Enforce Reporting on Certain Hybrid entity. A hybrid entity is any person (other than Foreign Accounts). Chapter 4 contains sections 1471 an individual) that is treated as fiscally transparent in the through 1474. United States but is not treated as fiscally transparent by a country with which the United States has an income tax Deemed-compliant FFI. Under section 1471(b)(2), treaty. Hybrid status is relevant for claiming treaty certain FFIs are deemed to comply with the regulations benefits. under chapter 4 without the need to enter into an FFI agreement with the IRS. However, certain Intergovernmental agreement (IGA). An IGA means a deemed-compliant FFIs are required to register with the Model 1 IGA or a Model 2 IGA. For a list of jurisdictions IRS and obtain a GIIN. These FFIs are referred to as treated as having in effect a Model 1 or Model 2 IGA, see registered deemed-compliant FFIs. See Regulations "List of Jurisdictions" available at www.irs.gov/tatca. section 1.1471-5(f). A Model 1IGA means an agreement between the Disregarded entity. A business entity that has a single United States or the Treasury Department and a foreign owner and is not a corporation under Regulations section government or one or more agencies to implement 301.7701-2(b) is disregarded as an entity separate from FATCA through reporting by FFIs to such foreign its owner. A disregarded entity does not submit this Form government or agency thereof, followed by automatic W-8BEN to a partnership for purposes of section 1446 or exchange of the reported information with the IRS. An FFI to an FFI for purposes of chapter 4. Instead, the owner of in a Model 1 IGA jurisdiction that performs account such entity provides appropriate documentation. See reporting to the jurisdiction's government is referred to as Regulations section 1.1446-1 and section 1.1471-3(a)(3) a reporting Model 1 FFI. (v), respectively. A Model 2 IGA means an agreement or arrangement between the U.S. or the Treasury Department and a foreign government or one or more agencies to implement -4- EFTA01121968 FATCA through reporting by FFIs directly to the IRS in Withholding agent. Any person, U.S. or foreign, that has accordance with the requirements of an FFI agreement, control, receipt, custody, disposal, or payment of U.S. supplemented by the exchange of information between source FDAP income subject to chapter 3 or 4 withholding such foreign government or agency thereof and the IRS. is a withholding agent. The withholding agent may be an An FFI in a Model 2 IGA jurisdiction that has entered into individual, corporation, partnership, trust, association, or an FFI agreement is a participating FFI, but may be any other entity, including (but not limited to) any foreign referred to as a reporting Model 2 FFI. intermediary, foreign partnership, and U.S. branches of Nonresident alien individual. Any individual who is not certain foreign banks and insurance companies. a citizen or resident alien of the United States is a For purposes of section 1446, the withholding agent is nonresident alien individual. An alien individual meeting the partnership conducting the trade or business in the either the "green card test" or the "substantial presence United States. For a publicly traded partnership, the test" for the calendar year is a resident alien. Any person withholding agent may be the partnership, a nominee not meeting either test is a nonresident alien individual. holding an interest on behalf of a foreign person, or both. Additionally, an alien individual who is a resident of a See Regulations sections 1.1446-1 through 1.1446-6. foreign country under the residence article of an income tax treaty, or an alien individual who is a bona fide resident of Puerto Rico, Guam, the Commonwealth of the Specific Instructions Northern Mariana Islands, the U.S. Virgin Islands, or American Samoa is a nonresident alien individual. See Part I Pub. 519, U.S. Tax Guide for Aliens, for more information Line 1. Enter your name. If you are a foreign individual on resident and nonresident alien status. who is the single owner of a disregarded entity that is not Even though a nonresident alien individual claiming treaty benefits as a hybrid entity, with respect to A CAU 0 married to a U.S. citizen orresident alien may choose to be treated as a resident alien for a payment, you should complete this form with your name and information. If the account to which a payment is made or credited is in the name of the disregarded entity, certain purposes (for example, filing a joint income tax return), such individual is still treated as a nonresident you should inform the withholding agent of this fact. This alien for chapter 3 withholding tax purposes on all income may be done by including the name and account number except wages. For purposes of chapter 4, a nonresident of the disregarded entity on line 7 (reference number) of alien individual who holds a joint account with a U.S. the form. However, if the disregarded entity is claiming person will be considered a holder of a U.S. account for treaty benefits as a hybrid entity, it should complete Form chapter 4 purposes. W-8BEN-E instead of this Form W-8BEN. Line 2. Enter your country of citizenship. If you are a dual Participating FF1. A participating FFI is an FFI (including citizen, enter the country where you are both a citizen and a Reporting Model 2 FFI) that has agreed to comply with a resident at the time you complete this form. If you are the terms of an FFI agreement. The term participating FFI not a resident in any country in which you have also includes a qualified intermediary (CH) branch of a citizenship, enter the country where you were most U.S. financial institution, unless such branch is a reporting recently a resident. However, if you are a United States Model 1 FFI. citizen, you should not complete this form even if you hold Participating payee. A participating payee means any citizenship in another jurisdiction. Instead, provide Form person that accepts a payment card as payment or accepts payment from a third party settlement Line 3. Your permanent residence address is the organization in settlement of a third party network address in the country where you claim to be a resident transaction. for purposes of that country's income tax. If you are Payment settlement entity (PSE). A payment completing Form W-8BEN to claim a reduced rate of settlement entity is a merchant acquiring entity or third withholding under an income tax treaty, you must party settlement organization. Under section 6050W, a determine your residency in the manner required by the PSE is generally required to report payments made in treaty. Do not show the address of a financial institution, a settlement of payment card transactions or third party post office box, or an address used solely for mailing network transactions. However, a PSE is not required to purposes. If you do not have a tax residence in any report payments made to a beneficial owner that is country, your permanent residence is where you normally documented as foreign with an applicable Form W-8. reside. Recalcitrant account holder. A recalcitrant account If you reside in a country that does not use street holder for purposes of chapter 4 includes an individual addresses, you may enter a descriptive address on line 3. who fails to comply with the requests of an FFI for The address must accurately indicate your permanent documentation and information for determining the U.S. or residence in the manner used in your jurisdiction. foreign status of the individual's account, including Line 4. Enter your mailing address only if it is different fumishing this Form W-8BEN when requested. from the address you show on line 3. U.S. person. A U.S. person is defined in section 7701(a) Line 5. If you have a social security number (SSN), enter (30) and includes an individual who is a citizen or resident it here. To apply for an SSN, get Form SS-5 from a Social of the United States. Security Administration (SSA) office or online at www.socialsecurity.gov/online/ss-5.html. If you are in the -5- EFTA01121969 United States, you can call the SSA at 1-800-772-1213. payment is made or credited is in the name of the Complete Form SS-5 and return it to the SSA. disregarded entity (see instructions for line 1). If you do not have an SSN and are not eligible to get Line 8. If you are providing this Form W-8BEN to one, you can get an individual taxpayer identification document yourself with respect to a financial account that number (ITIN). To apply for an ITIN, file Form W-7 with the you hold with a U.S. office of a financial institution, provide IRS. It usually takes 4-6 weeks to get an ITIN. To claim your date of birth. Use the following format to input your certain treaty benefits, you must complete line 5 by information MM-DD-YYYY. For example, if you were bom submitting an SSN or ITIN, or line 6 by providing a foreign on April 15, 1956, you would enter 04-15-1956. tax identification number (foreign TIN). Part II An ITINis for tax use only. It does not entitle you A CAUTIOI to social security benefits or change your employment or immigration status under U.S. Line 9. If you are claiming treaty benefits as a resident of a foreign country with which the United States has an law. income tax treaty for payments subject to withholding under chapter 3, identify the country where you claim to A partner in a partnership conducting a trade or be a resident for income tax treaty purposes. For treaty business in the United States will likely be allocated purposes, a person is a resident of a treaty country if the effectively connected taxable income. The partner is person is a resident of that country under the terms of the required to file a U.S. federal income tax retum and must treaty. A list of U.S. tax treaties is available at http:// have a U.S. taxpayer identification number (TIN). www.irs.gov/Individuals/Intemational-Taxpavers/Tax- You must provide an SSN or TIN if you are: Treaties. • Claiming an exemption from withholding under section If you are related to the withholding agent within 871(f) for certain annuities received under qualified plans, or • Submitting the form to a partnership that conducts a A CAUTION the meaning of section 267(b) or 707(b) and the aggregate amount subject to withholding received during the calendar year exceeds $500,000, trade or business in the United States. then you are generally required to file Form 8833 If you are claiming treaty benefits, you are generally Treaty-BasedReturn Position Disclosure Under Section required to provide an ITIN if you do not provide a tax 6114 or 7701(b). See the Instructions for Form 8833 for identifying number issued to you by your jurisdiction of tax more information on the filing requirements. residence on line 6. However, an ITIN is not required to claim treaty benefits relating to: Line 10. Line 10 must be used only if you are claiming • Dividends and interest from stocks and debt obligations treaty benefits that require that you meet conditions not that are actively traded; covered by the representations you make on line 9 and • Dividends from any redeemable security issued by an Part III. For example, persons claiming treaty benefits on investment company registered under the Investment royalties must complete this line if the treaty contains Company Act of 1940 (mutual fund); different withholding rates for different types of royalties. • Dividends, interest, or royalties from units of beneficial However, this line should always be completed by foreign interest in a unit investment trust that are (or were upon students and researchers claiming treaty benefits. See issuance) publicly offered and are registered with the SEC Scholarship and fellowship grants, later, for more under the Securities Act of 1933; and information. • Income related to loans of any of the above securities. This line is generally not applicable to treaty benefits Line 6. If you are providing this Form W-8BEN to under an interest or dividends (other than dividends document yourself with respect to a financial account that subject to a preferential rate based on ownership) article you hold at a U.S. office of a financial institution, provide of a treaty. the tax identifying number (TIN) issued to you by your Nonresident alien who becomes a resident alien. jurisdiction of tax residence unless: Generally, only a nonresident alien individual can use the • You have not been issued a TIN, or terms of a tax treaty to reduce or eliminate U.S. tax on • The jurisdiction does not issue TINs. certain types of income. However, most tax treaties If you have not provided your jurisdiction of residence contain a provision known as a "saving clause" which TIN on line 6, provide your date of birth in line 8. preserves or "saves" the right of each country to tax its own residents as if no tax treaty existed. Exceptions Line 7. This line may be used by the filer of Form specified in the saving clause may permit an exemption W-8BEN or by the withholding agent to whom it is from tax to continue for certain types of income even after provided to include any referencing information that is the recipient has otherwise become a U.S. resident alien useful to the withholding agent in carrying out its for tax purposes. The individual must use Form W-9 to obligations. For example, withholding agents who are claim the tax treaty benefit. See the instructions for Form required to associate the Form W-8BEN with a particular W-9 for more information. Also see Nonresident alien Form W-81MY may want to use line 7 for a referencing student or researcher who becomes a resident alien, later, number or code that will make the association clear. A for an example. beneficial owner can use line 7 to include the number of the account for which he or she is providing the form. A Scholarship and fellowship grants. A nonresident foreign single owner of a disregarded entity can use line 7 alien student (including a trainee or business apprentice) to inform the withholding agent that the account to which a or researcher who receives noncompensatory scholarship -6- EFTA01121970 or fellowship income can use Form W-8BEN to claim Part III benefits under a tax treaty that apply to reduce or eliminate U.S. tax on such income. No Form W-8BEN is Form W-8BEN must be signed and dated by the beneficial required unless a treaty benefit is being claimed. A owner of the amount subject to withholding or the account nonresident alien student or researcher who receives holder of an FFI (or an agent with legal authority to act on compensatory scholarship or fellowship income must use the person's behalf). If Form W-8BEN is completed by an Form 8233, instead of Form W-8BEN, to claim any agent acting under a duly authorized power of attorney for benefits of a tax treaty that apply to that income. The the beneficial owner or account holder, the form must be student or researcher must use Form W-4 for any part of accompanied by the power of attorney in proper form or a such income for which he or she is not claiming a tax copy thereof specifically authorizing the agent to treaty withholding exemption. Do not use Form W-8BEN represent the principal in making, executing, and for compensatory scholarship or fellowship income. See presenting the form. Form 2848, Power of Attomey and Compensation for Dependent Personal Services in the Declaration of Representative, can be used for this Instructions for Form 8233. purpose. The agent, as well as the beneficial owner or account holder, may incur liability for the penalties If you are a nonresident alien individual who provided for an erroneous, false, or fraudulent form. received noncompensatory scholarship or If any information on Form W-8BEN becomes fellowship income andpersonal services income (including compensatory scholarship or fellowship income) from the same withholding agent, you may use ACAL) 0 incorrect, you must submit a new form within 30 days unless you are no longer an account holder Form 8233 to claim a tax treaty withholding exemption for of the requester that is an FFI andyou will not receive a part or all ofboth types ofincome. future payment with respect to the account. Completing lines 3 and 9. Most tax treaties that Broker transactions or barter exchanges. Income contain an article exempting scholarship or fellowship from transactions with a broker or a barter exchange is grant income from taxation require that the recipient be a subject to reporting rules and backup withholding unless resident of the other treaty country at the time of, or Form W-8BEN or a substitute form is filed to notify the immediately prior to, entry into the United States. Thus, a broker or barter exchange that you are an exempt foreign student or researcher may claim the exemption even if he person. or she no longer has a permanent address in the other You are an exempt foreign person for a calendar year treaty country after entry into the United States. If this is in which: the case, you can provide a U.S. address on line 3 and • You are a nonresident alien individual or a foreign still be eligible for the exemption if all other conditions corporation, partnership, estate, or trust; required by the tax treaty are met. You must also identify • You are an individual who has not been, and does not on line 9 the tax treaty country of which you were a plan to be, present in the United States for a total of 183 resident at the time of, or immediately prior to, your entry days or more during the calendar year; and into the United States. • You are neither engaged, nor plan to be engaged Completing line 10. You must complete line 10 if you during the year, in a U.S. trade or business that has are a student or researcher claiming an exemption from effectively connected gains from transactions with a taxation on your noncompensatory scholarship or broker or barter exchange. fellowship grant income under a tax treaty. Nonresident alien student or researcher who Paperwork Reduction Act Notice. We ask for the becomes a resident alien. You must use Form W-9 to information on this form to carry out the Internal Revenue claim an exception to a saving clause. See Nonresident laws of the United States. You are required to provide the alien who becomes a resident alien, earlier, for a general information. We need it to ensure that you are complying explanation of saving clauses and exceptions to them. with these laws and to allow us to figure and collect the Example. Article 20 of the U.S.-China income tax right amount of tax. treaty allows an exemption from tax for scholarship You are not required to provide the information income received by a Chinese student temporarily requested on a form that is subject to the Paperwork present in the United States. Under U.S. law, this student Reduction Act unless the form displays a valid OMB will become a resident alien for tax purposes if his or her control number. Books or records relating to a form or its stay in the United States exceeds 5 calendar years. instructions must be retained as long as their contents However, paragraph 2 of the first protocol to the may become material in the administration of any Internal U.S.-China treaty (dated April 30, 1984) allows the Revenue law. Generally, tax returns and return provisions of Article 20 to continue to apply even after the information are confidential, as required by section 6103. Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception The time needed to complete and file this form will vary (under paragraph 2 of the first protocol) and is relying on depending on individual circumstances. The estimated this exception to claim an exemption from tax on his or her average time is: scholarship or fellowship income would complete Form W-9. Recordkeeping 2 hr., 52 min. Learning about the law or the form . . 2 hr., 05 min. Preparing the form 2 hr., 13 min. -7- EFTA01121971 If you have comments concerning the accuracy of Ave. NW, IR-6526, Washington, DC 20224. Do not send these time estimates or suggestions for making this form Form W-8BEN to this office. Instead, give it to your simpler, we would be happy to hear from you. You can withholding agent. send us comments from www.irs.govfiormspubs/. Click on "More Information" and then on -Give us feedback". You can write to Internal Revenue Service, Tax Forms and Publications, SE:W:CAR:MP:TFP, 1111 Constitution -8- EFTA01121972 Form W-8BEN-E Certificate of Status of Beneficial Owner for (February 2014) United States Tax Withholding and Reporting (Entities) OMB No. 154S-1621 a For use by entities. Individuals must use Form W-BBEN. a Section references en to the Internal Revenue Code. Department of the Treasury a Information about Form W-8BEN-E and its separate instructions is at www.in.govlIonnwabene. Internal Revenue Service a Give this form to the withholding agent or payer. Do not send to the IRS. Do NOT use this form for: Instead use Form: • U.S. entity or U.S. citizen or resident W-9 • A foreign individual W-8BEN (Individual) • A foreign individual or entity claiming that income is effectively connected with the conduct of trade or business within the U.S (unless claiming treaty benefits) W-8ECI • A foreign partnership. a foreign simple trust, or a foreign grantor trust (unless claiming treaty benefits) (see instructions for exceptions) . W-8IM`f • A foreign government. international organization, foreign central bank of issue, foreign tax-exempt organization. foreign private foundation. or government of a U.S. possession claiming that income is effectively connected U.S. income or that is claiming the applicability of section(s) 115(2). 501(c). 892. 895. or 1443(b) (unless claiming treaty benefits) (see instructions) . . . . W-8ECI or W-8EXP • Any person acting as an intermediary W-8IM`f Part I Identification of Beneficial Owner 1 Name of organization that is the beneficial owner 2 Country of incorporation or organization 3 Name of disregarded entity receiving the payment Of applicable) 4 Chapter 3 Status (entity type) (Must check one box only): ❑ Corporation O Disregarded entity O Partnership O Simple trust O Grantor trust El Complex trust O Estate O Government O Central Bank of Issue O Tax-exempt organization O Private foundation If you entered disregarded entity. partnership, simple trust, or grantor trust above, is the entity a hybrid making a treaty claim? If *Yes- complete Part III. ID Yes El No 5 Chapter 4 Status (FATCA status) (Must check one box only unless otherwise indicated). (See instructions for details and complete the certification below for the entity's applicable status). O Nonparticipating FFI (including a limited FFI or an FFI related to a O Nonreporting IGA FFI (including an FFI treated as a registered Reporting IGA FFI other than a registered deemed-compliant FFI deemed-compliant FFI under an applicable Model 2 IGA). or participating FFI). Complete Part XII. O Participating FFI. O Foreign government. government of a U.S. possession, or foreign O Reporting Model 1 FFI. central bank of issue. Complete Part XIII. O Reporting Model 2 FFI. O International organization. Complete Part XIV. O Registered deemed-compliant FFI (other than a reporting Model 1 O Exempt retirement plans. Complete Part XV. FFI or sponsored FFI that has not obtained a GIIN). O Entity wholly owned by exempt beneficial owners. Complete Part XVI. O Sponsored FFI that has not obtained a GIIN. Complete Part IV. O Territory financial institution. Complete Part XVII. O Certified deemed-compliant nonregistering local bank. Complete O Nonfinancial group entity. Complete Part XVIII. Part V. O Excepted nonfinancial start-up company. Complete Part XIX. O Certified deemed-compliant FFI with only low-value accounts. O Excepted nonfinancial entity in liquidation or bankruptcy. Complete Part VI. Complete Part XX. O Certified deemed-compliant sponsored. closely held investment O 501(c) organization. Complete Part XXI. vehicle. Complete Part VII. O Nonprofit organization. Complete Part XXII. O Certified deemed-compliant limited life debt investment entity. O Publicly traded NFFE or NFFE affiliate of a publicly traded Complete Part VIII. corporation. Complete Part XXIII. O Certified deemed-compliant investment advisors and investment O Excepted territory NFFE. Complete Part XXIV. managers. Complete Part IX. O Active NFFE. Complete Part XXV. O Owner-documented FFI. Complete Part X. O Passive NFFE. Complete Part XXVI. O Restricted distributor. Complete Part XI. O Excepted inter-affiliate FFI. Complete Part XXVII. O Direct reporting NFFE. ❑ Sponsored direct reporti NFFE. Complete Part XXVIII 6 Permanent residence address (street. apt. or suite no.. or meal route). Do not use a M. box or in-care-o1address (other than a registered address). City or town. state or province. Include postal code where appropriate. Country 7 Mailing address (If different from above) City or town. state or province. Include postal code where appropriate. Country 8 U.S. taxpayer identification number (TIN). if required 9a O GIIN b O Foreign TIN 10 Reference number(s) (see instructions) Note. Please complete remainder of the form including signing the form in Part XXIX. For Paperwork Reduction Act Notice, see separate instructions. cat. No. 59689N Form W-8BEN-E (2-2014) EFTA01121973 Form w-88EN-E (2-2014) Page 2 Part II Disregarded Entity or Branch Receiving Payment. (Complete only if disregarded entity or branch of an FFI in a country other than the FFI's country of residence.) 11 Chapter 4 Status (FATCA status) of disregarded entity or branch receiving payment O Limited Branch. O Reporting Model 1 FFI. O U.S. Branch. O Participating FFI. O Reporting Model 2 FFI. 12 Address of disregarded entity or branch (street. apt. or suite no.. or rural route). Do not use a M. box or In-care-of address (other than a registered address). City or town, state or province. Include postal code where appropriate. Country 13 GIIN (if any) Part III Claim of Tax Treaty Benefits (rf applicable). (For chapter 3 purposes only) 14 I certify that (check all that apply): a O The beneficial owner is a resident of within the meaning of the income tax treaty between the United States and that country. b O The beneficial owner derives the Item (or Items) of income for which the treaty benefits are claimed. and. if applicable. meets the requirements of the treaty provision dealing with limitation on benefits (see instructions). c O The beneficial owner is claiming treaty benefits for dividends received from a foreign corporation or interest from a U.S. trade or business of a foreign corporation and meets qualified resident status (see instructions). 15 Special rates and conditions (if applicable —see instructions): The beneficial owner is claiming the provisions of Article of the treaty identified on line 14a above to claim a % rate of withholding on (specify type of income): Explain the reasons the beneficial owner meets the terms of the treaty article: Sponsored FFI That Has Not Obtained a GIIN 16 Name of sponsoring entity: 17 Check whichever box applies. El I certify that the entity identified in Part I: • Is an FFI solely because it is an investment entity: • Is not a QI. WP. or WT: and • Has agreed with the entity identified above (that is not a nonparticipating FFI) to act as the sponsoring entity for this entity. O I certify that the entity identified in Part I: • Is a controlled foreign corporation as defined in section 957(a): • Is not a QI. WP. or WT: • Is wholly owned. directly or indirectly. by the U.S. financial institution identified above that agrees to act as the sponsoring entity for this entity: and • Shares a common electronic account system with the sponsoring entity (Identified above) that enables the sponsoring entity to identify all account holders and payees of the entity and to access all account and customer information maintained by the entity including. but not limited to. customer identification information. customer documentation. account balance. and all payments made to account holders or payees. Part V Certified Deemed-Compliant Nonregistering Local Bank 18 O I certify that the FFI Identified in Part I: • Operates and is licensed solely as a bank or credit union (or similar cooperative credit organization operated without profit) in its country of incorporation or organization: • Engages primarily in the business of receiving deposits from and making loans to. with respect to a bank. retail customers unrelated to such bank and. with respect to a credit union or similar cooperative credit organization. members. provided that no member has a greater than five percent interest in such credit union or cooperative credit organization: • Does not solicit account holders outside its country of organization: • Has no fixed place of business outside such country (for this purpose. a fixed place of business does not include a location that is not advertised to the public and from which the FFI performs solely administrative support functions): • Has no more than $175 million in assets on its balance sheet and. if it is a member of an expanded affiliated group, the group has no more than $500 million in total assets on its consolidated or combined balance sheets: and • Does not have any member of its expanded affiliated group that is a foreign financial institution. other than a foreign financial institution that is incorporated or organized in the same country as the FFI identified in Part I and that meets the requirements set forth in this Part V. Form W-8BEN-E (2-2014) EFTA01121974 Form W-88EN-E (2-2014) Page 3 learill Certified Deemed-Compliant FFI with Only Low-Value Accounts 19 0 I certify that the FFI Identified in Part I: • Is not engaged primarily in the business of investing, reinvesting. or trading in securities. partnership interests, commodities. notional principal contracts. insurance or annuity contracts. or any interest (including a futures or forward contract or option) in such security, partnership interest. commodity. notional principal contract, insurance contract or annuity contract: • No financial account maintained by the FFI or any member of its expanded affiliated group, if any. has a balance or value in excess of $50,000 (as determined after applying applicable account aggregation rules): and • Neither the FFI nor the entire expanded affiliated group. if any. of the FFI, have more than $50 million in assets on its consolidated or combined balance sheet as of the end of its most recent accounting year. Part VII Certified Deemed-Compliant Sponsored, Closely Held Investment Vehicle 20 Name of sponsoring entity: 21 0 I certify that the entity identified in Part I: • Is an FFI solely because it is an investment entity described in §1.1471-5(e)(4): • Is not a 01, WP, or WT: • Has a contractual relationship with the above identified sponsoring entity that agrees to fulfill all due diligence, withholding. and reporting responsibilities of a participating FFI on behalf of this entity; and • Twenty or fewer individuals own all of the debt and equity interests in the entity (disregarding debt interests owned by U.S. financial institutions. participating FFIs. registered deemed-compliant FFIs. and certified deemed-compliant FFIs and equity interests owned by an entity if that entity owns 100 percent of the equity interests in the FFI and is itself a sponsored FFI). Part VIII Certified Deemed-Compliant Limited Life Debt Investment Entity 22 0 I certify that the entity identified in Past I: • Was in existence a of January 17, 2013; • Issued all classes of its debt or equity interests to investors on or before January 17. 2013. pursuant to a trust indenture or similar agreement; and • Is certified deemed-compliant because it satisfies the requirements to be treated as a limited life debt investment entity (such as the restrictions with respect to its assets and other requirements under § 1.1471.50)(2)0v)). Part IX Certified Deemed-Compliant Investment Advisors and Investment Managers ❑ I certify that the entity identified in Part I: • Is a financial institution solely because it is an investment entity described in §1.1471.5(e)(4X0(A): and • Does not maintain financial accounts. Owner-Documented FFI Note. This status only applies if the U.S. financial institution or participating FFI to which this form is given has agreed that it will treat the FFI as an owner-documented FFI (see instructions for eligibility requirements). In addition, the FFI must make the certifications below. 24a 0 (All owner-documented FFIs check here) I certify that the FFI identified in Part I: • Does not act as an intermediary; • Does not accept deposits in the ordinary course of a banking or similar business; • Does not hold. as a substantial portion of its business, financial assets for the account of others: • Is not an insurance company (or the holding company of an insurance company) that issues or is obligated to make payments with respect to a financial account; • Is not owned by or in an expanded affiliated group with an entity that accepts deposits in the ordinary course of a banking or similar business. holds, as a substantial portion of its business, financial assets for the account of others. or is an insurance company (or the holding company of an insurance company) that issues or is obligated to make payments with respect to a financial account: and • Does not maintain a financial account for any nonparticipating FFI. Form W-8BEN-E (2-2014) EFTA01121975 Fowl, w-BEEN-E (2-2014) Page 4 Part X Owner-Documented FFI (continued) Check box 24b or 24c, whichever applies. b ❑ I certify that the FFI Identified in Part I: • Has provided. or will provide. an FFI owner reporting statement that contains: • The name, address, TIN (if any). chapter 4 status, and type of documentation provided (if required) of every individual and specified U.S. person that owns a direct or Indirect equity interest in the owner-documented FFI (looking through all entities other than specified U.S. persons): • The name. address. TIN (if any). chapter 4 status. and type of documentation provided (if required) of every individual and specified U.S. person that owns a debt interest in the owner-documented FFI (including any indirect debt interest, which includes debt interests in any entity that directly or indirectly owns the payee or any direct or indirect equity interest in a debt holder of the payee) that constitutes a financial account in excess of $50.000 (disregarding all such debt interests owned by participating FFIs. registered deemed-compliant FFIs. certified deemed-compliant FFIs. excepted NFFEs. exempt beneficial owners. or U.S. persons other than specified U.S. persons): and • Any additional information the withholding agent requests in order to fulfill its obligations with respect to the entity. c ❑ I certify that the FFI Identified in Part I has provided. or will provide. an auditor's letter. signed within four years of the date of payment. from an independent accounting firm or legal representative with a location in the United States stating that the firm or representative has reviewed the FFI's documentation with respect to all of its owners and debt holders identified in §1.1471-3(d)(6)(ivXA)(2). and that the FFI meets all the requirements to be an owner-documented FR The FFI Identified in Part I has also provided. or will provide, an FFI owner reporting statement of its owners that are specified U.S. persons and Form(s) W-9. with applicable waivers. Check box 24d if applicable. d ❑ I certify that the entity identified in line 1 is a trust that does not have any contingent beneficiaries or designated classes with unidentified beneficiaries. Part XI Restricted Distributor 25a ❑ (All restricted distributors check here) I certify that the entity identified in Part I: • Operates as a distributor with respect to debt or equity interests of the restricted fund with respect to which this form is furnished; • Provides investment services to at least 30 customers unrelated to each other and less than half of its customers are related to each other: • Is required to perform AML due diligence procedures under the anti-money laundering laws of its country of organization (which is an FATF- compliant jurisdiction): • Operates solely in its country of incorporation or organization, has no fixed place of business outside of that country, and has the same country of incorporation or organization as all members of its affiliated group. if any: • Does not solicit customers outside its country of incorporation or organization: • Has no more than $175 million in total assets under management and no more than $7 million in gross revenue on its income statement for the most recent accounting year. • Is not a member of an expanded affiliated group that has more than $500 million in total assets under management or more than $20 million in gross revenue for its most recent accounting year on a combined or consolidated income statement: and • Does not distribute any debt or securities of the restricted fund to specified U.S. persons, passive NFFEs with one or more substantial U.S. owners. or nonparticipating FFIs. Check box 25b or 25c, whichever applies. I further certify that with respect to all sales of debt or equity interests in the restricted fund with respect to which this form is furnished that are made after December 31. 2011. the entity identified in Part I: b ❑ Has been bound by a distribution agreement that contained a general prohibition on the sale of debt or securities to U.S. entities and U.S. resident individuals and is currently bound by a distribution agreement that contains a prohibition of the sale of debt or securities to any specified U.S. person. passive NFFE with one or more substantial U.S. owners. or nonparticipating FFI. • ❑ Is currently bound by a distribution agreement that contains a prohibition on the sale of debt or securities to any specified U.S. person. passive NFFE with one or more substantial U.S. owners. or nonparticipating FFI and, for all sales made prior to the time that such a restriction was included in its distribution agreement. has reviewed all accounts related to such sales in accordance with the procedures identified in §1.1471-4(c) applicable to preexisting accounts and has redeemed or retired any, or caused the restricted fund to transfer the securities to a distributor that is a participating FFI or reporting Model 1 FFI securities which were sold to specified U.S. persons. passive NFFEs with one or more substantial U.S. owners, or nonparticipating FFIs. Part XII Nonreportin9 IGA FFI 26 ❑ I certify that the entity identified in Part I: • Meets the requirements to be considered a nonreporting financial institution pursuant to an applicable IGA between the United States and • Is treated as a under the provisions of the applicable IGA (see instructions): and • If you are an FFI treated as a registered deemed-compliant FFI under an applicable Model 2 IGA. provide your GIIN: Form W-8BEN-E (2-2014) EFTA01121976 Form W-8BEN-E (2-2014) Page 5 Part XIII Foreign Government, Government of a U.S. Possession, or Foreign Central Bank of Issue 27 ❑ I certify that the entity identified in Part I is the beneficial owner of the payment and is not engaged in commercial financial activities of a type engaged in by an insurance company. custodial institution. or depository institution with respect to the payments. accounts. or obligations for which this form is submitted (except as permitted in §1.1471-6(h)(2)). Part XIV International Organization Check box 28a or 28b, whichever applies. 28a ❑ I certify that the entity identified in Part I is an international organization described in section 7701(a)(18). b ❑ I certify that the entity identified in Part I: • Is comprised primarily of foreign governments: • Is recognized as an intergovernmental or supranational organization under a foreign law similar to the International Organizations Immunities Act: • The benefit of the entity's income does not inure to any private person: • Is the beneficial owner of the payment and is not engaged in commercial financial activities of a type engaged in by an insurance company. custodial institution. or depository institution with respect to the payments. accounts. or obligations for which this form is submitted (except as permitted in §1.1471-6(h)(2)). Part XV Exempt Retirement Plans Check box 29a, b, c, d, e, or 1, whichever applies. 29a ❑ I certify that the entity identified in Part I: • Is established in a country with which the United States has an income tax treaty in force (see Part III if claiming treaty benefits): • Is operated principally to administer or provide pension or retirement benefits: and • Is entitled to treaty benefits on income that the fund derives from U.S. sources (or would be entitled to benefits if it derived any such income) as a resident of the other country which satisfies any applicable limitation on benefits requirement. b ❑ I certify that the entity identified in Part I: • Is organized for the provision of retirement. disability, or death benefits (or any combination thereof) to beneficiaries that are former employees of one or more employers in consideration for services rendered: • No single beneficiary has a right to more than 5% of the FFI's assets: • Is subject to government regulation and provides annual information reporting about its beneficiaries to the relevant tax authorities in the country in which the fund is established or operated: and • Is generally exempt from tax on investment income under the laws of the country in which it is established or operates due to its status as a retirement or pension plan: • Receives at least 50% of its total contributions from sponsoring employers (disregarding transfers of assets from other plans described in this part. retirement and pension accounts described in an applicable Model 1 or Model 2 IGA. other retirement funds described in an applicable Model 1 or Model 2 IGA. or accounts described in §1.1471-5(b)(2)(i)(A)): • Either does not permit or penalizes distributions or withdrawals made before the occurrence of specified events related to retirement. disability. or death (except rollover distributions to accounts described in §1.1471-5(b)(2)(i)(A) (referring to retirement and pension accounts). to retirement and pension accounts described in an applicable Model 1 or Model 2 IGA. or to other retirement funds described in this part or in an applicable Model 1 or Model 2 IGA): or • Limits contributions by employees to the fund by reference to earned income of the employee or may not exceed $50.000 annually. • ❑ I certify that the entity identified in Part I: • Is organized for the provision of retirement. disability, or death benefits (or any combination thereof) to beneficiaries that are former employees of one or more employers in consideration for services rendered: • Has fewer than 50 participants: • Is sponsored by one or more employers each of which is not an investment entity or passive NFFE: • Employee and employer contributions to the fund (disregarding transfers of assets from other plans described in this part. retirement and pension accounts described in an applicable Model 1 or Model 2 IGA. or accounts described in §1.1471-5(b)(2)(i)(A)) are limited by reference to earned income and compensation of the employee. respectively: • Participants that are not residents of the country in which the fund is established or operated are not entitled to more than 20 percent of the fund's assets: and • Is subject to government regulation and provides annual information reporting about its beneficiaries to the relevant tax authorities in the country in which the fund is established or operates. d ❑ I certify that the entity identified in Part I is formed pursuant to a pension plan that would meet the requirements of section 401(a). other than the requirement that the plan be funded by a trust created or organized in the United States. • ❑ I certify that the entity identified in Part I is established exclusively to earn income for the benefit of one or more retirement funds described in this part or in an applicable Model 1 or Model 2 IGA. accounts described in §1.1471-5(b)(2)(i)(A) (referring to retirement and pension accounts). or retirement and pension accounts described in an applicable Model 1 or Model 2 IGA. Form W-8BEN-E (2-2014) EFTA01121977 Form W-8SEN-E (2-2014) Page 6 Lauri Exempt Retirement Plans (Continued) ❑ I certify that the entity identified in Part I: • Is established and sponsored by a foreign government. international organization. central bank of issue, or government of a U.S. possession (each as defined in §1.1471-6) or an exempt beneficial owner described in an applicable Model 1 or Model 2 IGA to provide retirement, disability, or death benefits to beneficiaries or participants that are current or former employees of the sponsor (or persons designated by such employees): or • Is established and sponsored by a foreign government. international organization. central bank of issue. or government of a U.S. possession (each as defined in §1.1471-6) or an exempt beneficial owner described in an applicable Model 1 or Model 2 IGA to provide retirement, disability. or death benefits to beneficiaries or participants that are not current or former employees of such sponsor. but are in consideration of personal services performed for the sponsor. Part XVI Entity Wholly Owned by Exempt Beneficial Owners 30 ❑ I certify that the entity identified in Part I: • Is an FFI solely because it is an investment entity: • Each direct holder of an equity interest in the investment entity is an exempt beneficial owner described in §1.1471-6 or in an applicable Model 1 or Model 2 IGA: • Each direct holder of a debt interest in the investment entity is either a depository institution (with respect to a loan made to such entity) or an exempt beneficial owner described in §1.1471-6 or an applicable Model 1 or Model 2 IGA. • Has provided an owner reporting statement that contains the name. address. TIN (if any). chapter 4 status. and a description of the type of documentation provided to the withholding agent for every person that owns a debt interest constituting a financial account or direct equity interest in the entity: and • Has provided documentation establishing that every owner of the entity is an entity described in §1.1471-6(b), (c), (d), (e). (0 and/or (g) without regard to whether such owners are beneficial owners. Territory Financial Institution 31 ❑ I certify that the entity identified in Part I is a financial institution (other than an investment entity) that is incorporated or organized under the laws of a possession of the United States. Part XVIII Excepted Nonfinancial Group Entity 32 ❑ I certify that the entity identified in Part I: • Is a holding company. treasury center. Of captive finance company and substantially all of the entity's activities are functions described in §1.1471-5(e)(5)(1)(C) through (E): • Is a member of a nonfinancial group described in §1.1471-5(e)(5)0)(8): • Is not a depository or custodial institution (other than for members of the entity's expanded af0liated group): and • Does not function (or hold itself out) as an investment fund, such as a private equity fund, venture capital fund. leveraged buyout fund, or any investment vehicle with an investment strategy to acquire or fund companies and then hold interests in those companies as capital assets for investment purposes. Part XIX Excepted Nonfinancial Start-Up Company 33 ❑ I certify that the entity identified in Part I: • Was formed on (or. in the case of a new line of business, the date of board resolution approving the new line of business) (date must be less than 24 months prior to date of payment): • Is not yet operating a business and has no prior operating history or is investing capital in assets with the intent to operate a new line of business other than that of a financial institution or passive NFFE: • Is investing capital into assets with the intent to operate a business other than that of a financial institution: and • Does not function (or hold itself out) as an investment fund. such as a private equity fund. venture capital fund, leveraged buyout fund, or any investment vehicle whose purpose is to acquire or fund companies and then hold interests in those companies as capital assets for investment purposes. laud Excepted Nonfinancial Entity in Liquidation or Bankruptcy 34 ❑ I certify that the entity identified in Part I: • Filed a plan of liquidation. filed a plan of reorganization. or filed for bankruptcy on • During the past 5 years has not been engaged in business as a financial institution or acted as a passive NFFE: • Is either liquidating or emerging from a reorganization or bankruptcy with the intent to continue or recommence operations as a nonfinancial entity: and • Has. or will provide. documentary evidence such as a bankruptcy filing or other public documentation that supports its claim if it remains in bankruptcy or liquidation for more than three years. Part XXI 501(c) Organization 35 ❑ I certify that the entity identified in Part I is a 501(c) organization that: • Has been issued a determination letter from the IRS that is currently in effect concluding that the payee is a section 501(c) organization that is dated : or • Has provided a copy of an opinion from U.S. counsel certifying that the payee is a section 501(c) organization (without regard to whether the payee is a foreign private foundation). Form W-8BEN-E (2-2014) EFTA01121978 Form W-88EN-E (2-2014) Page 7 tiat ita Non-Profit Organization 36 ❑ I certify that the entity identified in Part I is a non-profit organization that meets the following requirements: • The entity is established and maintained in its country of residence exclusively for religious. charitable. scientific. artistic, cultural or educational purposes: • The entity is exempt from income tax in its country of residence: • The entity has no shareholders or members who have a proprietary or beneficial interest in its income or assets: • Neither the applicable laws of the entity's country of residence nor the entity's formation documents permit any income or assets of the entity to be distributed to. or applied for the benefit of. a private person or non-charitable entity other than pursuant to the conduct of the entity's charitable activities or as payment of reasonable compensation for services rendered or payment representing the fair market value of property which the entity has purchased: and • The applicable laws of the entity's country of residence or the entity's formation documents require that. upon the entity's liquidation or dissolution, all of its assets be distributed to an entity that is a foreign government. an integral part of a foreign government, a controlled entity of a foreign government. or another organization that is described in this Part XXII or escheats to the government of the entity's country of residence or any political subdivision thereof. Part XXIII Publicly Traded NFFE or NFFE Affiliate of a Publicly Traded Corporation Check box 37a or 37b, whichever applies. 37a ❑ I certify that: • The entity identified in Part I is a foreign corporation that is not a financial institution: and • The stock of such corporation is regularly traded on one or more established securities markets, including (name one securities exchange upon which the stock is regularly traded). b ❑ I certify that: • The entity identified in Part I is a foreign corporation that is not a financial institution: • The entity identified in Part I is a member of the same expanded affiliated group as an entity the stock of which is regularly traded on an established securities market: • The name of the entity. the stock of which is regularly traded on an established securities market. is : and • The name of the securities market on which the stock is regularly traded is Part XXIV Excepted Territory NFFE 38 ❑ I certify that: • The entity identified in Part I is an entity that is organized in a possession of the United States: • The entity identified in Part I: • Does not accept deposits in the ordinary course of a banking or similar business. • Does not hold. as a substantial portion of its business, financial assets for the account of others. or • Is not an insurance company (or the holding company of an insurance company) that issues or is obligated to make payments with respect to a financial account: and • All of the owners of the entity identified in Part I are bona fide residents of the possession in which the NFFE is organized or incorporated. Part XXV Active NFFE ❑ I certify that: • The entity identified in Part I is a foreign entity that is not a financial institution: • Less than 50% of such entity's gross income for the preceding calendar year is passive income: and • Less than 50% of the assets held by such entity are assets that produce or are held for the production of passive income (calculated as a weighted average of the percentage of passive assets measured quarterly) (see instructions for the definition of passive income). Part XXVI Passive NFFE 40a ❑ I certify that the entity identified in Part I is a foreign entity that is not a financial institution (other than an investment entity organized in a possession of the United States) and is not certifying its status as a publicly traded NFFE (or affiliate). excepted territory NFFE. active NFFE. direct reporting NFFE. or sponsored direct reporting NFFE. Check box 40b or 40c, whichever applies. b ❑ I further certify that the entity identified in Part I has no substantial U.S. owners. or c ❑ I further certify that the entity identified in Part I has provided the name, address. and TIN of each substantial U.S. owner of the NFFE in Part )00( Part XXVII Excepted Inter-Affiliate FFI 41 ❑ I certify that the entity identified in Part I: • Is a member of an expanded affiliated group: • Does not maintain financial accounts (other than accounts maintained for members of its expanded affiliated group): • Does not make withholdable payments to any person other than to members of its expanded affiliated group that are not limited FFIs or limited branches: • Does not hold an account (other than a depository account in the country in which the entity is operating to pay for expenses) with or receive payments from any withholding agent other than a member of its expanded affiliated group: and • Has not agreed to report under §1.t471.4(d)(2)0li)(C) or otherwise act as an agent for chapter 4 purposes on behalf of any financial institution. including a member of its expanded affiliated group. Form W-8BEN-E (2-2014) EFTA01121979 Form W-88EN-E (2-2014) Page 8 Part XXVIII Sponsored Direct Reporting NFFE 42 Name of sponsoring entity: 43 ❑ I certify that the entity identified in Part I Is a direct reporting NFFE that is sponsored by the entity identified in line 42. Part XXIX Certification Under penalties of Iselin. I declare that I have examined the information on this form and to the best of my knowledge and belief it is true, correct, and complete. I further certify under penalties of perjury that: • The entity identified on Irks 1 of this form is the beneficial owner of all the income to which this tom, relates. is tang this form to certify its status for chapter 4 purposes. or is a merchant sutaittng this form for purposes of section 6050W. • The entity identified on line 1 of this form is not a U.S. person. • The raceme to which this teem relates is: (a) not effectively connected with the conduct of a trade or business in the United States. (b) effectively connected but is not subject to tax under an income tax treaty, or (c) the partner's share of a partnership's effectively connected income. and • For broker transacticos or barter exchanges. the beneficial owner is an exempt foreign person as defined in the instructions. Furthermore. I authorize this fan to be provided to any withholding agent that has control. receipt. or custody of the ncome of which the entity on line 1 is the beneficial owner or any withholding agent that can disburse or make payments of the income of which the entity on line 1 is the beneficial owner. I agree that I will submit a new form within 30 days If any certification on this form becomes incorrect. Sign Here Signature of individual authorized to sign for beneficial owner Print Name Date (MM-DD-YYYY) ❑ I certify that I have the capacity to sign for the entity identified on line 1 of this form. Substantial U.S. Owners of Passive NFFE As required by Part KOJI, provide the name, address, and TIN of each substantial U.S. owner of the NFFE. Please see instructions for definition of substantial U.S. owner. Name Address TIN Fam W-8BEN-E (2-2ou) EFTA01121980 Department of the Treasury Instructions for Internal Revenue Service Form W-8BEN-E (June 2014) Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities) Section references are to the Internal Revenue Code nonparticipating FFI by using this form to document its unless otherwise noted. applicable chapter 4 status. Chapter 4 also requires withholding agents to withhold Future Developments on certain payments made to a foreign entity that does not document its chapter 4 status and, in some cases, For the latest information about developments related to disclose its substantial U.S. owners. In general, a foreign Form W-8BEN-E and its instructions, such as legislation entity receiving a withholdable payment should provide enacted after they were published, go to www.irs.gov/ this form when requested to avoid withholding formw8bene. consequences. Reportable payment card transactions. Section What's New 6050W was added by section 3091 of the Housing FATCA. In 2010, Congress passed iring Incentives Assistance Tax Act of 2008 and requires information to Restore Employment Act of 2010,111-147 (the returns to be made by certain payers with respect to HIRE Act), which added chapter 4 of Subtitle A payments made to participating payees (as defined in (chapter 4) to the Code, consisting of sections 1471 Regulations section 1.6050W-1(a)(5)) in settlement of through 1474 of the Code and commonly referred to as payment card transactions and third party payment "FATCA" or "chapter 4." Under chapter 4, foreign financial network transactions. Information returns are not required institutions (FFIs) that are participating FFIs and certain with respect to payments made to payees that are foreign registered deemed-compliant FFIs are generally required persons, however. to identify their U.S. account holders, regardless of A payer of a reportable payment for chapter 61 whether a payment subject to withholding is made to their purposes (i.e., Form 1099 reporting purposes) may treat a accounts. In January 2013, final regulations were payee as foreign if the payer receives an applicable Form published that provide due diligence, withholding, and W-8 from the payee. Provide this Form W-8BEN-E to the reporting rules for both U.S. withholding agents and FFIs requestor if you are a foreign entity that is a participating under chapter 4. Additionally, temporary and proposed payee receiving payments in settlement of payment card regulations were released in February 2014 providing or third party network transactions that are not effectively updated rules under chapter 4 as well as guidance connected with a U.S. trade or business of the coordinating chapters 3 and 61 with the requirements of participating payee. chapter 4. U.S. withholding agents and FFIs will be required to begin withholding on withholdable payments for chapter 4 purposes beginning on July 1, 2014. General Instructions This form, along with Forms W-8ECI, W-8EXP, and For definitions of terms used throughout these W-81MY, has been updated to reflect the documentation instructions, see Definitions, later. requirements of chapter 4. In particular, this Form W-8BEN-E is now used exclusively by entities to Purpose of Form document their status both as a payee under chapter 4 This form is used by foreign entities to document their and beneficial owner under chapter 3 (chapter 3) of the status for purposes of chapter 3 and chapter 4, as well as Code when required (including an entity eligible to claim for certain other code provisions. treaty benefits for reduced withholding), and under certain other sections of the Code to establish their status for Foreign persons are subject to U.S. tax at a 30% rate withholding or reporting purposes. Individuals (the foreign-person withholding rate) on income they documenting their foreign status (or making a claim of receive from U.S. sources that consists of: treaty benefits for reduced withholding) should use Form • Interest (including certain original issue discount (OID)); W-8BEN instead of this form. • Dividends; An entity account holder holding accounts with certain • Rents; FFIs that does not document its applicable chapter 4 • Royalties; status when required may be treated as a recalcitrant • Premiums; account holder or nonparticipating FFI and will be subject • Annuities; to 30% withholding on withholdable payments it receives • Compensation for, or in expectation of, services from the FFI. A foreign entity account holder can avoid performed; being classified as a recalcitrant account holder or • Substitute payments in a securities lending transaction; or Jun 20, 2014 Cat. No. 59691Z EFTA01121981 • Other fixed or determinable annual or periodical gains, In addition to the requirements of chapter 3, chapter 4 profits, or income. requires withholding agents to identity the chapter 4 status of entities that are payees receiving withholdable This tax is imposed on the gross amount paid and is payments (see the instructions for Part I, line 5, of this generally collected by withholding under section 1441 or form, later). A withholding agent may request this Form 1442 on that amount. A payment is considered to have W-8BEN-E to establish your chapter 4 status and avoid been made whether it is made directly to the beneficial withholding at a 30% rate (the chapter 4 rate) on such owner or to another person, such as an intermediary, payments. agent, or partnership, for the benefit of the beneficial owner. Chapter 4 also requires participating FFIs and certain registered deemed-compliant FFIs to document their In addition, section 1446 requires a partnership entity account holders in order to determine their conducting a trade or business in the United States to chapter 4 status regardless of whether withholding applies withhold tax on a foreign partner's distributive share of the to any payments made to the entities. If you are an entity partnership's effectively connected taxable income. maintaining an account with an FFI, provide this Form Generally, a foreign person that is a partner in a W-8BEN-E when requested by the FFI in order to partnership that submits a Form W-8 for purposes of document your chapter 4 status. section 1441 or 1442 will satisfy the documentation requirements under section 1446 as well. However, in Additional information. For additional information and some cases the documentation requirements of sections instructions for the withholding agent, see the Instructions 1441 and 1442 do not match the documentation for the Requester of Forms W-8BEN, W-8BEN-E, requirements of section 1446. See Regulations sections W-8ECI, W-8EXP, and W-81MY. 1.1446-1 through 1.1446-6. Further, the owner of a disregarded entity, rather than the disregarded entity Who Must Provide Form W-8BEN-E itself, submits the appropriate Form W-8 for purposes of You must give Form W-8BEN-E to the withholding agent section 1446. or payer it you are a foreign entity receiving a withholdable payment from a withholding agent, receiving a payment A withholding agent or payer of the income may rely on subject to chapter 3 withholding, or if you are such an a properly completed Form W-8BEN-E to treat a payment entity maintaining an account with an FFI requesting this associated with the Form W-8BEN-E as a payment to a form. foreign person who beneficially owns the amounts paid. If applicable, the withholding agent may rely on the Form Do not use Form W-8BEN-E if you are described W-8BEN-E to apply a reduced rate of, or exemption from, below. withholding. If you receive certain types of income, you • You are U.S. person (including U.S. citizens, resident must provide Form W-8BEN-E to: aliens, and entities treated as U.S. persons, such as a • Claim that you are the beneficial owner of the income corporation organized under the law of a state). Instead, for which Form W-8BEN-E is being provided or a partner use Form W-9, Request for Taxpayer Identification in a partnership subject to section 1446; and Number and Certification. • If applicable, claim a reduced rate of, or exemption • You are a foreign insurance company that has made an from, withholding as a resident of a foreign country with election under section 953(d) to be treated as a U.S. which the United States has an income tax treaty that is person. Instead, provide a withholding agent with Form eligible for treaty benefits. W-9 to certify to your U.S. status even if you are considered an FFI for purposes of chapter 4. You may also use Form W-8BEN-E to identify income • You are a nonresident alien individual. Instead, use from a notional principal contract that is not effectively Form W-8BEN, Certificate of Foreign Status of Beneficial connected with the conduct of a trade or business in the Owner for United States Tax Withholding and Reporting United States to establish the exception to reporting such (Individuals). income on Form 1042-S. See Regulations section • You are a disregarded entity with a single owner that is 1.1461-1(c)(2)(ii)(F). a U.S. person and you are not a hybrid entity claiming You may also be required to submit Form W-8BEN-E to treaty benefits. Instead, the single owner should provide claim an exception from domestic information reporting on Form W-9. Form 1099 and backup withholding (at the backup • You are a disregarded entity with a single owner that is withholding rate under section 3406) for certain types of not a U.S. person or a branch of an FFI claiming its status income. Such income includes: for chapter 4 purposes and you are not a hybrid entity • Broker proceeds. claiming treaty benefits. Instead, the single owner should • Short-term (183 days or less) original issue discount provide Form W-8BEN or Form W-8BEN-E (as (short-term OID). appropriate). Note, however, that the single entity owner may be required to identify the branch (including a • Bank deposit interest. disregarded entity) in Part II of the owner's Form • Foreign source interest, dividends, rents, or royalties. W-8BEN-E and, in some cases, provide the legal name of Provide Form W-8BEN-E to the withholding agent or the disregarded entity in Part I, line 3 (see the specific payer before income is paid or credited to you. Failure to instructions for line 3, later). provide a Form W-8BEN-E when requested may lead to • You are acting as an intermediary (that is, acting not for withholding at a 30% rate (foreign-person withholding your own account, but for the account of others as an rate) or the backup withholding rate. agent, nominee, or custodian), a qualified intermediary, or -2- Instructions for Form W-8BEN-E (6-2014) EFTA01121982 a qualified securities lender (QSL) with regard to a each partner's, beneficiary's, or owner's distributive share payment of U.S. source substitute dividends. Instead, of income subject to withholding under chapters 3 and 4 provide Form W-8IMY, Certificate of Foreign Intermediary, that is paid to the partnership or trust. Instead, provide Foreign Flow-Through Entity, or Certain U.S. Branches for Form W-RIMY. United States Tax Withholding and Reporting. • You are a foreign partnership or foreign grantor trust • You are receiving income that is effectively connected providing documentation for purposes of section 1446. with the conduct of a trade or business in the United Instead, provide Form W-8IMY and accompanying States, unless it is allocable to you through a partnership. documentation. See Regulations sections 1.1446-1 Instead, provide Form W-8EC1, Certificate of Foreign through 1.1446-6. Person's Claim That Income Is Effectively Connected • You are a foreign branch of a U.S. financial institution With the Conduct of a Trade or Business in the United that is an FFI (other than a qualified intermediary branch) States. If any of the income for which you have provided a under an applicable Model 1IGA. For purposes of Form W-8BEN-E becomes effectively connected, this is a identifying yourself to withholding agents, you may submit change in circumstances and Form W-8BEN-E is no Form W-9 to certify to your U.S. status. longer valid. You must file Form W-8ECI. See Change in Giving Form W-8BEN-E to the withholding agent. Do circumstances, later. not send Form W-8BEN-E to the IRS. Instead, give it to • You are filing for a foreign government, international the person who is requesting it from you. Generally, this organization, foreign central bank of issue, foreign will be the person from whom you receive the payment, tax-exempt organization, foreign private foundation, or who credits your account, or a partnership that allocates govemment of a U.S. possession claiming the income to you. An FFI may also request this form from you applicability of section 115(2), 501(c), 892, 895, or to document the status of your account. 1443(b). Instead, provide Form W-8EXP, Certificate of Foreign Govemment or Other Foreign Organization for When to provide Form W-8BEN-E to the withholding United States Tax Withholding and Reporting, to certify as agent. Give Form W-8BEN-E to the person requesting it to your exemption and identify your applicable chapter 4 before the payment is made to you, credited to your status. However, provide Form W-8BEN-E if you are account or allocated. If you do not provide this form, the claiming treaty benefits, providing the form only to claim withholding agent may have to withhold at the 30% rate you are a foreign person exempt from backup withholding, (as applicable under chapters 3 or 4), backup withholding or providing this form solely to document your chapter 4 rate, or the rate applicable under section 1446. If you status. For example, a foreign tax-exempt entity receiving receive more than one type of income from a single royalty income that is not exempt because it is taxable as withholding agent for which you claim different benefits, unrelated business income but is eligible for a reduced the withholding agent may, at its option, require you to rate of withholding under a royalty article of a tax treaty submit a Form W-8BEN-E for each different type of should provide Form W-8BEN-E. You should use Form income. Generally, a separate Form W-8BEN-E must be W-8ECI if you are receiving effectively connected income given to each withholding agent. (for example, income from commercial activities that is not Note. If you own the income with one or more other exempt under an applicable section of the Code). persons, the income will be treated by the withholding • You are a foreign flow-through entity receiving a agent as owned by a foreign person that is a beneficial withholdable payment or a payment subject to chapter 3 owner of a payment only if Form W-8BEN or W-8BEN-E withholding, other than a hybrid entity claiming treaty (or other applicable document) is provided by each of the benefits on its own behalf. Instead, provide Form W-8IMY. owners. An account will be treated as a U.S. account for However, if you are a foreign partner, beneficiary, or chapter 4 purposes by an FFI requesting this form if any of owner of a flow-through entity and you are not yourself a the account holders is a specified U.S. person or a flow-through entity, you may be required to furnish a Form U.S.-owned foreign entity (unless the account is otherwise W-8BEN-E with respect to your interest in the excepted from U.S. account status for chapter 4 flow-through entity. If you are not receiving withholdable purposes). payments or payments subject to withholding under Change in circumstances. If a change in chapter 3, however, a foreign flow-through entity may still circumstances makes any information on the Form provide this Form W-8BEN-E to an FFI requesting this W-8BEN-E you have submitted incorrect for purposes of form solely for purposes of documenting your account as either chapter 3 or chapter 4, you must notify the part of its due diligence obligations under chapter 4 or an withholding agent or financial institution maintaining your applicable IGA. account within 30 days of the change in circumstances • You are a reverse hybrid entity transmitting beneficial and you must file a new Form W-8BEN-E (or other owner documentation provided by your interest holders to appropriate form as applicable). See Regulations sections claim treaty benefits on their behalf. Instead, provide Form 1.1441-1(e)(4)(ii)(D) for the definition of a change in W-8IMY. circumstances for purposes of chapter 3. See Regulations • You are a withholding foreign partnership or a section 1.1471-3(c)(6)(ii)(E) for the definition of a change withholding foreign trust within the meaning of sections in circumstances for purposes of chapter 4. 1441 and 1442 and the accompanying regulations. A withholding foreign partnership or a withholding foreign Expiration of Form W-8BEN-E. Generally, a Form trust is a foreign partnership or trust that has entered into W-8BEN-E will remain valid for purposes of both chapters a withholding agreement with the IRS under which it 3 and 4 for a period starting on the date the form is signed agrees to assume primary withholding responsibility for and ending on the last day of the third succeeding Instructions for Form W-8BEN-E (6-2014) -3- EFTA01121983 calendar year, unless a change in circumstances makes foreign grantor trust (that is, a foreign trust to the extent any information on the form incorrect. For example, a that all or a portion of the income of the trust is treated as Form W-8BEN signed on September 30, 2014 remains owned by the grantor or another person under sections valid through December 31, 2017. 671 through 679) are the persons treated as the owners of However, under certain conditions a Form W-8BEN-E the trust. The beneficial owners of income paid to a will remain in effect indefinitely until a change of foreign complex trust (that is, a foreign trust that is not a circumstances occurs. To determine the period of validity foreign simple trust or foreign grantor trust) is the trust for Form W-8BEN-E for purposes of chapter 4, see itself. Regulations section 1.1471-3(c)(6)(ii). To determine the For purposes of section 1446, the same beneficial period of validity for Form W-8BEN-E for purposes of owner rules apply, except that under section 1446 a chapter 3, see Regulations section 1.1441-1(e)(4)(ii). foreign simple trust rather than the beneficiary provides the form to the partnership. Definitions The beneficial owner of income paid to a foreign estate Account holder. An account holder is generally the is the estate itself. person listed or identified as the holder or owner of a Note. A payment to a U.S. partnership, U.S. trust, or financial account. For example, if a partnership is listed as U.S. estate is treated as a payment to a U.S. payee that is the holder or owner of a financial account, then the not subject to 30% withholding for purposes of chapter 3 partnership is the account holder, rather than the partners and chapter 4. A U.S. partnership, trust, or estate should of the partnership. However, an account that is held by a provide the withholding agent with a Form W-9. For disregarded entity (other than a disregarded entity treated purposes of section 1446, a U.S. grantor trust or as an FFI for chapter 4 purposes) is treated as held by the disregarded entity shall not provide the withholding agent person owning the entity. a Form W-9 in its own right. Rather, the grantor or other Amounts subject to withholding under chapter 3. owner shall provide the withholding agent the appropriate Generally, an amount subject to chapter 3 withholding is form. an amount from sources within the United States that is Chapter 3. Chapter 3 means Chapter 3 of the Internal fixed or determinable annual or periodical (FDAP) income. Revenue Code (Withholding of Tax on Nonresident Aliens FDAP income is all income included in gross income, and Foreign Corporations). Chapter 3 contains sections including interest (as well as OID), dividends, rents, 1441 through 1464. royalties, and compensation. FDAP income does not Chapter 4. Chapter 4 means Chapter 4 of the Internal include most gains from the sale of property (including Revenue Code (Taxes to Enforce Reporting on Certain market discount and option premiums), as well as other Foreign Accounts). Chapter 4 contains sections 1471 specific items of income described in Regulations section through 1474. 1.1441-2 (such as interest on bank deposits and short-term OID). Chapter 4 status. The term chapter 4 status means a For purposes of section 1446, the amount subject to person's status as a U.S. person, specified U.S. person, withholding is the foreign partner's share of the foreign individual, participating FFI, deemed-compliant partnership's effectively connected taxable income. FFI, restricted distributor, exempt beneficial owner, nonparticipating FFI, territory financial institution, Beneficial owner. For payments other than those for excepted NFFE, or passive NFFE. See Regulations which a reduced rate of, or exemption from, withholding is section 1.1471-1(b) for the definitions of these terms. claimed under an income tax treaty, the beneficial owner of income is generally the person who is required under Deemed-compliant FFI. Under section 1471(b)(2), U.S. tax principles to include the payment in gross income certain FFIs are deemed to comply with the regulations on a tax return. A person is not a beneficial owner of under chapter 4 without the need to enter into an FFI income, however, to the extent that person is receiving the agreement with the IRS. However, certain income as a nominee, agent, or custodian, or to the extent deemed-compliant FFIs are required to register with the the person is a conduit whose participation in a IRS and obtain a GIIN. These FFIs are referred to as transaction is disregarded. In the case of amounts paid registered deemed-compliant FFIs. See Regulations that do not constitute income, beneficial ownership is section 1.1471-5(f)(1). determined as if the payment were income. Disregarded entity. A business entity that has a single Foreign partnerships, foreign simple trusts, and foreign owner and is not a corporation under Regulations section grantor trusts are not the beneficial owners of income paid 301.7701-2(b) is disregarded as an entity separate from to the partnership or trust. The beneficial owners of its owner. A disregarded entity does not submit this Form income paid to a foreign partnership are generally the W-8BEN-E to a withholding agent or FFI. Instead, the partners in the partnership, provided that the partner is not owner of such entity provides the appropriate itself a partnership, foreign simple or grantor trust, documentation (for example, a Form W-8BEN-E if the nominee or other agent. The beneficial owners of income owner is a foreign entity). See Regulations section paid to a foreign simple trust (that is, a foreign trust that is 1.1446-1 and section 1.1471-3(a)(3)(v), respectively. described in section 651(a)) are generally the However, it a disregarded entity receiving a withholdable beneficiaries of the trust, if the beneficiary is not a foreign payment is an FFI outside the single owner's country of partnership, foreign simple or grantor trust, nominee or organization, the owner will be required to complete Part II other agent. The beneficial owners of income paid to a -4- Instructions for Form W-8BEN-E (6-2014) EFTA01121984 of Form W-8BEN-E to document the chapter 4 status of establish the partnership or grantor trust as a look-through the disregarded entity receiving the payment. entity. The Form W-RIMY may be accompanied by this Certain entities that are disregarded for U.S. tax form or another version of Form W-8 or Form W-9 to purposes may be recognized for purposes of claiming establish the foreign or domestic status of a partner or treaty benefits under an applicable tax treaty (see the grantor or other owner. See Regulations section 1.1446-1. definition of hybrid entity, later) or as an FFI under an Foreign person. A foreign person includes a foreign applicable IGA. A hybrid entity claiming treaty benefits on corporation, a foreign partnership, a foreign trust, a foreign its own behalf is required to complete this Form estate, and any other person that is not a U.S. person. It W-8BEN-E. See HybridEntities under Special also includes a foreign branch or office of a U.S. financial Instructions, later. institution or U.S. clearing organization if the foreign Financial account. A financial account includes: branch is a qualified intermediary (01). Generally, a • A depository account maintained by an FFI; payment to a U.S. branch of a foreign person is a payment • A custodial account maintained by an FFI; to a foreign person. • Equity or debt interests (other than interests regularly GIIN. The term GIIN means a global intermediary traded on an established securities market) in investment identification number. A GIIN is the identification number entities and certain holding companies, treasury centers, assigned to an entity that has registered with the IRS for or financial institutions as defined in Regulations section chapter 4 purposes. 1.1471-5(e); Hybrid entity. A hybrid entity is any person (other than • Certain cash value insurance contracts; and an individual) that is treated as fiscally transparent (rather • Annuity contracts. than as a beneficial owner) for purposes of declaring For purposes of chapter 4, exceptions are provided for status under the Code but is not treated as fiscally accounts such as certain tax-favored savings accounts, transparent by a country with which the United States has term life insurance contracts, accounts held by estates, an income tax treaty. Hybrid entity status is relevant for escrow accounts, and certain annuity contracts. These claiming treaty benefits. A hybrid entity, is, however, exceptions are subject to certain conditions. See required to provide its chapter 4 status if it is receiving a Regulations section 1.1471-5(b)(2). Accounts may also withholdable payment. be excluded from the definition of financial account under Intergovernmental agreement (IGA). An an applicable IGA. intergovernmental agreement (IGA) means a Model 1 IGA Financial institution. A financial institution generally orav h ainMgoid n leeff 2elcGt A.Foralistor fjurisdictionstrea treated asi means an entity that is a depository institution, custodial a Model 1 o Model 2 IGA, see htt i institution, investment entity, or an insurance company (or www.treasury.gov/resource-center/tax-policy/treaties/ holding company of an insurance company) that issues Pages/FATCA-Archive.aspx. cash value insurance or annuity contracts. See A Model 1IGA means an agreement between the U.S. Regulations section 1.1471-5(e). or the Treasury Department and a foreign government or Foreign financial institution (FFI). A foreign financial one or more agencies to implement FATCA through institution (FFI) generally means a foreign entity that is a reporting by FFIs to such foreign government or agency financial institution. thereof, followed by automatic exchange of the reported information with the IRS. An FFI in a Model 1 IGA Fiscally transparent entity. An entity is treated as jurisdiction that performs account reporting to the fiscally transparent with respect to an item of income for jurisdiction's government is referred to as a reporting which treaty benefits are claimed to the extent that the Model 1FFI. interest holders in the entity must, on a current basis, take into account separately their shares of an item of income A Model 2 IGA means an agreement or arrangement paid to the entity, whether or not distributed, and must between the U.S. or the Treasury Department and a determine the character of the items of income as if they foreign government or one or more agencies to implement were realized directly from the sources from which FATCA through reporting by FFIs directly to the IRS in realized by the entity. For example, partnerships, common accordance with the requirements of an FFI agreement, trust funds, and simple trusts or grantor trusts are supplemented by the exchange of information between generally considered to be fiscally transparent with such foreign government or agency thereof and the IRS. respect to items of income received by them. An FFI in a Model 2 IGA jurisdiction that has entered into an FFI agreement is a participating FFI, but may be Flow-through entity. A flow-through entity is a foreign referred to as a reporting Model 2 FR. The term partnership (other than a withholding foreign partnership), reporting IGA FFI refers to both reporting Model 1 FFIs a foreign simple or foreign grantor trust (other than a and reporting Model 2 FFIs collectively. withholding foreign trust), or, for payments for which a reduced rate of, or exemption from, withholding is claimed Limited branch. A limited branch means a branch of a under an income tax treaty, any entity to the extent the participating FFI that is described in Regulations section entity is considered to be fiscally transparent (see above) 1.1471-4(e)(2). with respect to the payment by an interest holder's Nonparticipating FFI. A nonparticipating FFI means an jurisdiction. FFI that is not a participating FFI, deemed-compliant FFI, For purposes of section 1446, a foreign partnership or or exempt beneficial owner. foreign grantor trust must submit Form W-8IMY to Instructions for Form W-8BEN-E (6-2014) -5- EFTA01121985 Participating FFI. A participating FFI is an FR (including • Owns, directly or indirectly, more than 10 percent of the a reporting Model 2 FR covered by an FFI agreement) profits or capital interests in a foreign partnership; that has agreed to comply with the terms of an FR • Is treated as an owner of any portion of a foreign trust agreement. The term participating FFI also includes a QI under sections 671 through 679; or branch of a U.S. financial institution, unless such branch is • Holds, directly or indirectly, more than a 10 percent a reporting Model 1 FFI. beneficial interest in a trust. Participating payee. A participating payee means any An investment entity organized in a territory that is not person that accepts a payment card as payment or also a depository institution, custodial institution, or accepts payment from a third party settlement specified insurance company is not treated as a financial organization in settlement of a third party network institution. Instead, it is a territory NFFE. If such an entity transaction. cannot qualify as an excepted territory NFFE, it must disclose its substantial U.S. owners using this definition Payee. A payee is generally a person to whom a (applying the 10 percent threshold). payment is made, regardless of whether such person is the beneficial owner. For a payment made to a financial U.S. person. A U.S. person is defined in section 7701(a) account, the payee is generally the holder of the financial (30) and includes domestic partnerships, corporations, account. However, under certain circumstances a person and trusts. who receives a payment will not be considered the payee. Certain foreign insurance companies issuing For purposes of chapter 3, see Regulations section 1.1441-1(b)(2). For purposes of chapter 4, see A CAL) 0 annuities or cash value insurance contracts that elect to be treated as a U.S. person for federal Regulations section 1.1471-3(a)(3). tax purposes but are not licensed to do business in the Payment settlement entity (PSE). A payment United States are treated as FP's for purposes of settlement entity is a merchant acquiring entity or third chapter 4. For purposes ofproviding a withholding agent party settlement organization. Under section 6050W, a with documentation for both chapter 3 and chapter 4 PSE is generally required to report payments made in purposes, however, such an insurance company is settlement of payment card transactions or third party permitted to use Form W-9 to certify its status as a U.S. network transactions. However, a PSE is not required to person. Likewise, a foreign branch of a U.S. financial report payments made to a beneficial owner that is institution (other than a branch that operates as a qualified documented as foreign with an applicable W-8. intermediary) that is treated as an FFI under an applicable IGA is permitted to use Form W-9 to certify its status as a Qualified intermediary (O1). A qualified intermediary U.S. person for chapter 3 and chapter 4 purposes. (QI) (as described in Regulations section 1.1441-1(e)(5) (ii)) is a person that is a party to an agreement with the Withholdable payment. Withholding under chapter 4 IRS that is described in Regulations section 1.1441-1(e) may apply to payments of U.S. source FDAP income that (5)(iii). are withholdable payments as defined in Regulations Recalcitrant account holder. A recalcitrant account section 1.1473-1(a) to which an exception does not apply holder for purposes of chapter 4 includes an entity (other under chapter 4. The exceptions from withholding than an entity required to be treated as a nonparticipating provided for under chapter 3 are not applicable when FR by the withholding agent) that fails to comply with a determining whether withholding applies under chapter 4. request by an FR maintaining the account for For exceptions applicable to the definition of a documentation and information for determining whether withholdable payment, see Regulations section the account is a U.S. account (as defined in Regulations 1.1473-1(a)(4) (exempting, for example, certain section 1.1471-5(a)). See Regulations section nonfinancial payments). 1.1471-5(g). Withholding agent. Any person, U.S. or foreign, that has Reverse hybrid entity. A reverse hybrid entity is any control, receipt, custody, disposal, or payment of U.S. person (other than an individual) that is not fiscally source FDAP income subject to chapter 3 or 4 withholding transparent under U.S. tax law principles but that is is a withholding agent. The withholding agent may be an fiscally transparent under the laws of a jurisdiction with individual, corporation, partnership, trust, association, or which the United States has an income tax treaty. See any other entity, including (but not limited to) any foreign Form W-8IMY and accompanying instructions for intermediary, foreign partnership, and U.S. branches of information on a reverse hybrid entity making a claim of certain foreign banks and insurance companies. treaty benefits on behalf of its owners. For purposes of section 1446, the withholding agent is the partnership conducting the trade or business in the Specified U.S. person. A specified U.S. person is any United States. For a publicly traded partnership, the U.S. person other than a person identified in Regulations withholding agent may be the partnership, a nominee section 1.1473-1(c). holding an interest on behalf of a foreign person, or both. Substantial U.S. owner. A substantial U.S. owner (as See Regulations sections 1.1446-1 through 1.1446-6. defined in Regulations section 1.1473-1(b)) means any specified U.S. person that: • Owns, directly or indirectly, more than 10 percent (by vote or value) of the stock of any foreign corporation; -6- Instructions for Form W-8BEN-E (6-2014) EFTA01121986 trust receiving a payment for which treaty benefits are Specific Instructions being claimed by such entity, you must check the "Partnership", "Disregarded entity", "Simple trust", or A hybrid entity should give Form W-8BEN-E on "Grantor trust" box. For such a case, you must also check its own behalf to a withholding agent only for the "yes" box to indicate that you are a hybrid entity income for which it is claiming a reduced rate of making a treaty claim. See Hybrid entities under Special withholding under an income tax treaty or to document its Instructions, later. If you are a flow-through entity that is chapter 4 status for purposes ofmaintaining an account not a hybrid entity claiming treaty benefits, you should with an FFIrequesting this form (when it is not receiving check the box to indicate you are not making a treaty withholdable payments or payments subject to chapter 3 claim. If you check the "no" box, you may only use this withholding). Otherwise, an entity treated as a form to document your chapter 4 status as an account flow-through entity should generallyprovide Form W-81MY holder of an FFI. You may also use Form W-81MY for this for chapter 3 or chapter 4 purposes. A reverse hybrid purpose. However, if you are receiving withholdable entity shouldgive Form W-8BEN-E on its own behalf to a payments or amounts subject to withholding under withholding agent only for income for which no treaty chapter 3, you are required to provide Form W-8IMY and benefit is being claimed or to establish its status for a withholding statement (if applicable) with respect to chapter 4 purposes (when required). See the special such payments. instructions for hybrid entities and reverse hybrid entities below. However, a flow-through entity mayprovide this Only entities that are tax-exempt under section Form W-8BEN-E to document its foreign status as a participating payee receiving a payment for purposes of A 501 should check the "Tax-exempt organization" CAUTION box. Such organizations should use Form section 6050W. W-8BEN-E only if they are claiming a reduced rate of withholding under an income tax treaty or a code Part I - Identification exception other than section 501. Use Form W-8EXP to document your exemption and chapter 4 status ifyou are of Beneficial Owner claiming an exemption from withholding under section Line 1. Enter your name. If you are a disregarded entity 501. or branch, do not enter the business name of the Line 5. Check the one box that applies to your chapter 4 disregarded entity or branch here. Instead, enter the legal status. You are not required to provide a chapter 4 status name of the entity that owns the disregarded entity if you are providing this form with respect to a preexisting (looking through multiple disregarded entities if entity account (as described in Regulations section applicable) or maintains the branch. If you are a 1.1471-1(b)(102)) prior to July 1, 2016 (or, if you are an disregarded entity that is a hybrid entity filing a treaty entity that is treated as a prima facie FFI under claim, however, see Hybrid entities under Special Regulations section 1.1471-2(a)(4)(ii)(B), prior to January Instructions, later. 1, 2015). Additionally, you are only required to provide a Line 2. If you are a corporation, enter your country of chapter 4 status if you are the payee of a withholdable incorporation. If you are another type of entity, enter the payment or are documenting the status of an account you country under whose laws you are created, organized, or hold with an FFI requesting this form. By checking a box governed. on this line, you are representing that you qualify for this Line 3. If you are a disregarded entity receiving a classification in your country of residence. payment, enter your name (if required). You should For most of the chapter 4 statuses, you are complete line 3 only if you are a disregarded entity required to complete an additionalpart of this receiving a withholdable payment or hold an account with form certifying that you meet the conditions of the an FFI requesting this form and you: 1) have registered status indicated on fine 5 (as defined under Regulations with the IRS and been assigned a GIIN associated with section 1.1471-5 or 1.1471-6). Make sure you complete the legal name of the disregarded entity; 2) are a reporting the requiredportion of this form before signing and Model 1 FFI or reporting Model 2 FFI; and 3) are not a providing it to the withholding agent. See, however, hybrid entity using this form to claim treaty benefits. If you Entities Providing Certifications Under an Applicable IGA are not required to provide the legal name of the under Special Instructions, later. disregarded entity, however, you may want to notify the withholding agent that you are a disregarded entity FFIs Covered by an IGA and Related Entities receiving a payment or maintaining an account by A reporting IGA FFI resident in, or established under the indicating the name of the disregarded entity on line 10. laws of, a jurisdiction covered by a Model 1 IGA should However, do not enter the name of the disregarded entity check "Reporting Model 1 FFI." A reporting FFI resident on this line 3 except in the circumstances described. in, or established under the laws of, a jurisdiction covered Line 4. Check the one box that applies. By checking a by a Model 2 IGA should check "Reporting Model 2 FFI." If box, you are representing that you qualify for the you are treated as a registered deemed-compliant FFI classification indicated. You must check the box that under an applicable IGA, you should check "Nonreporting represents your classification (for example, corporation, IGA FFI" rather than "registered deemed-compliant FFI" partnership, trust, estate, etc.) under U.S. tax principles and provide your GIIN in Part XII, line 26. See the specific (not under the law of the treaty country). If you are a instructions for Part XII. An FFI that is related to a partnership, disregarded entity, simple trust, or grantor reporting IGA FFI and that is treated as a nonparticipating Instructions for Form W-8BEN-E (6-2014) -7- EFTA01121987 FFI in its country of residence should check • Dividends from any redeemable security issued by an nonparticipating FFI in line 5. An FFI that is related to a investment company registered under the Investment reporting IGA FFI and that is a participating FFI, Company Act of 1940 (mutual fund); deemed-compliant FFI, or exempt beneficial owner under • Dividends, interest, or royalties from units of beneficial the U.S. Treasury regulations or an applicable IGA should interest in a unit investment trust that are (or were upon check the appropriate box for its chapter 4 status. issuance) publicly offered and are registered with the SEC See httplAvww.treasuiy.gov/resource-centelltax- under the Securities Act of 1933; and policy/treaties/Pages/FATCA-Archive.aspx for a list of • Income related to loans of any of the above securities. jurisdictions treated as having an IGA in effect. If you need an EIN, you are encouraged to apply for one online instead of submitting a paper Form Non-Profit Organizations Covered by an IGA SS-4. For more information, visit. www.irs.gov/ A non-profit entity that is established and maintained in a Businesses/Small-Businesses-&-Self-Employed/ jurisdiction that is treated as having in effect a Model 1 Employer-ID-Numbers-EINs. IGA or Model 2 IGA, and that meets the definition of Active NFFE under Annex I of the applicable IGA, should Line 9a. If you are a participating FFI, registered not check a box for its status on line 5. Instead, see deemed-compliant FFI, reporting Model 1 FFI, reporting Entities Providing Certifications Under an Applicable IGA Model 2 FFI, direct reporting NFFE, trustee of a trustee under Special instructions, later. documented trust, or sponsored direct reporting NFFE, you are required to enter your GIIN (with regard to your Line 6. Enter the permanent residence address of the country of residence) on line 9a. However, if your branch entity identified in line 1. Your permanent residence is receiving the payment and required to be identified in address is the address in the country where the entity Part II, you are not required to provide a GIIN on this claims to be a resident for purposes of that country's line 9a. Instead, provide the GIIN of your branch (if income tax. If you are giving Form W-8BEN-E to claim a applicable) on line 13. See the instructions for Part II. reduced rate of, or exemption from, withholding under an income tax treaty, you must determine residency in the For payments made prior to January 1, 2015, however, manner required by the treaty. Do not show the address of a Form W-8BEN-E provided by a reporting Model 1 FFI a financial institution (unless you are a financial institution need not contain a GIIN. For payments made prior to providing your own address), a post office box, or an January 1, 2016, a sponsored direct reporting NFFE or address used solely for mailing purposes unless it is the sponsored FFI that has not obtained a GIIN must provide only address used by the entity and such address the GIIN of its sponsoring entity. appears in the entity's organizational documents (i.e., If you are in the process of registering with the your registered address). If you do not have a tax IRS as a participating FFI, registered residence in any country, the permanent residence deemed-compliant FFI, reporting Model 1 FFI, address is where you maintain your principal office. reporting Model 2 FFI, direct reporting NFFE, or Line 7. Enter your mailing address only if it is different sponsored direct reporting NFFE, but have not received a from the address you show on line 6. GIIN, you may complete this line by writing "applied for." However, the person requesting this form from you must Line 8. Enter your U.S. employer identification number receive and verify your GM within 90 days. (EIN). An EIN is a U.S. TIN for entities. If you do not have a U.S. EIN, apply for one on Form SS-4, Application for Line 9b. If your country of residence for tax purposes has Employer Identification Number if you are required to issued you a tax identifying number (TIN), enter it here. If obtain a U.S. TIN. See Regulations section 1.1441-1(e)(4) you are providing this Form W-8BEN-E to document (vii) for when you are required to provide a U.S. TIN on a yourself with respect to a financial account that you hold Form W-8 associated with a payment subject to chapter 3 at a U.S. office of a financial institution, you must provide withholding. the taxpayer identifying number (TIN) issued to you by the A partner in a partnership conducting a trade or jurisdiction in which you are a tax resident unless: business in the United States will likely be allocated • You have not been issued a TIN, or effectively connected taxable income. The partner is • The jurisdiction does not issue TINs. required to file a U.S. federal income tax retum and must Line 10. This line may be used by the filer of Form have a U.S. taxpayer identification number (TIN). W-8BEN-E or by the withholding agent to whom it is You must provide a U.S. TIN if you are: provided to include any referencing information that is • Claiming an exemption from withholding under section useful to the withholding agent to document the beneficial 871(f) for certain annuities received under qualified plans, owner. For example, withholding agents who are required or to associate the Form W-8BEN-E with a particular Form • Claiming benefits under an income tax treaty and have W-8IMY may want to use line 10 for a referencing number not provided a foreign TIN on line 9b. or code that will make the association clear. A beneficial However, a TIN is not required to be shown in order to owner may also want to use line 10 to include the number claim treaty benefits on the following items of income: of the account for which he or she is providing the form. A • Dividends and interest from stocks and debt obligations foreign single owner of a disregarded entity may use that are actively traded; line 10 to inform the withholding agent that the account to which a payment is made or credited is held in the name -8- Instructions for Form W-8BEN-E (6-2014) EFTA01121988 of the disregarded entity (unless the name of the box to certify that it is a resident of that country. For treaty disregarded entity is required to be provided on line 3). purposes, a person is a resident of a treaty country if the You may also use line 10 to identify income from a person is a resident of that country under the terms of the notional principal contract that is not effectively connected treaty. with the conduct of a trade or business in the United Line 14b. An entity that is claiming a reduced rate of, or States. exemption from, withholding under an income tax treaty Part II - Disregarded Entity must check the box to certify that it: • Derives the item of income for which the treaty benefit or Branch Receiving Payment is claimed, and • Meets the limitation on benefits provisions contained in Only complete Part li if you are a branch of an FFI the treaty, if any. A CAUTIOI identified in line ! receiving a withholdable payment as an intermediary (including a branch An item of income may be derived by either the entity receiving the item of income or by the interest holders in thatis a disregarded entity) andyou operate in a jurisdiction other than the country ofresidence identified the entity or, in certain circumstances, both. An item of on line 2. For example, assume ABC Co., which is a income paid to an entity is considered to be derived by the participating FFIresident in Country A, operates through a entity only if the entity is not fiscally transparent under the branch in Country B (which is a Model 1IGA jurisdiction) laws of the entity's jurisdiction with respect to the item of and the branch is treated as a reporting Model 1FFI under income. An item of income paid to an entity shall be the terms of the Country B Model 1IGA. ABC Co. should considered to be derived by the interest holder in the not enter its GIIN on line 9, and the CountryB branch entity only if: should complete this PartIiby identifying itself as a • The interest holder is not fiscally transparent in its reporting Model 1IGA FFI andproviding its GUN on jurisdiction with respect to the item of income, and line 13. Furthermore, if the Country B branch receiving the • The entity is considered to be fiscally transparent under payment is a disregarded entity youmay be required to the laws of the interest holder's jurisdiction with respect to provide its legal name on line 3. See the instructions for the item of income. An item of income paid directly to a Part i, line 3. type of entity specifically identified in a treaty as a resident of a treaty jurisdiction is treated as derived by a resident of Line 11. Check the one box that applies. If you check that treaty jurisdiction. reporting Model 1 FFI, reporting Model 2 FFI, participating To determine whether an entity meets the limitation on FFI, or U.S. branch claiming a chapter 4 status other than benefits provisions of a treaty, you must consult the that of nonparticipating FFI, you must complete line 13 specific provisions or articles under the treaty. Income tax (see below). If you are a limited branch or branch of a treaties are available on the IRS website at www.irs.gov/ reporting IGA FFI that cannot comply with the Businesses/Intemational-Businesses/United-States- requirements of an applicable IGA or the regulations Income-Tax-Treaties- - -A-to-Z. under chapter 4, you must check limited branch. If an entity is claiming treaty benefits on its own behalf, Line 12. Enter the address of the branch or disregarded it should complete Form W-8BEN-E. If an interest holder entity. in an entity that is considered fiscally transparent in the Line 13. If you are a reporting Model 1 FFI, reporting interest holder's jurisdiction is claiming a treaty benefit, Model 2 FFI, or participating FFI, you must enter the GIIN the interest holder should complete Form W-8BEN (if an on line 13 of your branch that receives the payment. If you individual) or Form W-8BEN-E (if an entity) on its own behalf as the appropriate treaty resident, and the fiscally are a disregarded entity that completed Part I, line 3 of this transparent entity should associate the interest holder's form and are receiving payments associated with this Form W-8BEN or Form W-8BEN-E with a Form W-8IMY form, enter your GIIN. Do not enter your GIIN (if any) on completed by the fiscally transparent entity (see Hybrid line 9. If you are a U.S. branch, enter a GIIN applicable to entities under SpecialInstructions, later). any other branch of the FFI (including in its residence country). For payments made prior to January 1, 2015, An income tax treaty may not apply to reduce the however, a GIIN is not required if you check reporting Model 1 FFI on line 11. A CAL/ 0 amount of any tax on an item of income received by an entity that is treated as a domestic if you are in the process ofregistering with the corporation for U.S. tax purposes. Therefore, neither the IRS as a participating FFI, reporting Model 1FFi, domestic corporation norits shareholders are entitled to or reporting Model2 FFI but have not received a the benefits of a reduction of U.S. income tax on an item GIIN, you may complete this fine by writing "applied for." of income received from U.S. sources by the corporation. However, the person requesting this form from you must If you are an entity that derives the income as a receive and verify your GIIN within 90 days. resident of a treaty country, youmay check this box if the applicable income tax treaty does not Part Ill - Claim of Tax Treaty Benefits contain a "limitation on benefits"provision. Line 14a. An entity that is claiming a reduced rate of, or Line 14c. If you are a foreign corporation claiming treaty exemption from, withholding under an income tax treaty benefits under an income tax treaty that entered into force must enter the country where the entity identified on line 1 before January 1, 1987 (and has not been renegotiated) is a resident for income tax treaty purposes and check the on (a) U.S. source dividends paid to you by another Instructions for Form W-8BEN-E (6-2014) -9- EFTA01121989 foreign corporation or (b) U.S. source interest paid to you provide an alternate certification to a withholding agent. by a U.S. trade or business of another foreign corporation, See Entities Providing Certifications Under an Applicable you must generally be a "qualified resident" of a treaty IGA under Special Instructions, later. country. See section 884 for the definition of interest paid You are not required to complete a chapter 4 by a U.S. trade or business of a foreign corporation status certification if you are not the payee of a ("branch interest") and other applicable rules. withholdable payment or an account holder In general, a foreign corporation is a qualified resident holding an account with an FFIrequesting this form. of a country if any of the following apply. However, you are not required to provide a chapter 4 • It meets a 50% ownership and base erosion test. status if you are providing this form with respect to a • It is primarily and regularly traded on an established preexisting entity account (as described in Regulations securities market in its country of residence or the United section 1.1471-1(6)(102)) prior to July 1, 2016 (or, if you States. are a prima facie FFI, prior to January 1, 2015). • It carries on an active trade or business in its country of residence. Part IV - Sponsored FFI That • It gets a ruling from the IRS that it is a qualified resident. See Regulations section 1.884-5 for the requirements that Has Not Obtained a GIIN must be met to satisfy each of these tests. Line 16. Enter the name of the sponsoring entity that has If you are claiming treaty benefits under an agreed to fulfill the due diligence, reporting, and ACAUTION income tax treaty entered into force after December 31, 1986, do not check box 14c. withholding obligations (as applicable) on behalf of the sponsored FFI identified in line 1. You must provide the Instead, check box 14b. sponsoring entity's GIIN on line 9a. Line 15. Line 15 must be used only if you are claiming Note. A sponsored FFI is not required to have obtained treaty benefits that require that you meet conditions not its own GIIN before January 1, 2016. covered by the representations you make in line 14. This Line 17. You must check the applicable box to certify that line is generally not applicable to claiming treaty benefits you are either a sponsored investment entity (you may under an interest or dividends (other than dividends provide this certification even if you are not an FFI solely subject to a preferential rate based on ownership) article because you are an investment entity) or sponsored of a treaty. controlled foreign corporation (within the meaning of The following are examples of persons who should section 957(a)) and that you satisfy the other relevant complete this line. requirements for this status. • Exempt organizations claiming treaty benefits under the exempt organization articles of the treaties with Canada, Part V - Certified Deemed-Compliant Mexico, Germany, and the Netherlands. Nonregistering Local Bank • Foreign corporations that are claiming a preferential rate applicable to dividends based on ownership of a Line 18. A certified deemed-compliant nonregistering specific percentage of stock in the entity paying the local bank must check the box to certify that it meets all of dividend. the requirements for this certified deemed-compliant • Persons claiming treaty benefits on royalties if the status. treaty contains different withholding rates for different types of royalties. Part VI - Certified Deemed-Compliant • Persons claiming treaty benefits under an "other FFI with Only Low-Value Accounts income" treaty article. Line 19. A certified deemed-compliant FFI with only low Parts IV Through XXVIII - value accounts must check the box to certify that it satisfies all of the requirements for this certified Certification of Chapter 4 Status deemed-compliant classification. You should complete only one part of Parts IV through XXVIII certifying to your chapter 4 status (if required, see Part VII - Certified Deemed-Compliant the specific instructions for line 5). Identify which part (if Sponsored, Closely any) you should complete by reference to the box you checked on line 5. An entity that selects nonparticipating Held Investment Vehicle FFI, participating FFI, registered deemed-compliant FFI, reporting Model 1 FFI, reporting Model 2 FFI, or direct Line 20. Enter the name of your sponsoring entity that reporting NFFE (other than a sponsored direct reporting has agreed to fulfill the due diligence, reporting, and NFFE) in line 5 is not required to complete any of the withholding obligations of the entity identified in line 1 as if certifications in Parts IV through XXVIII. the entity in line 1 were a participating FFI. You must also enter the GIIN of your sponsoring entity on line 9a. IGA. In lieu of the certifications contained in Parts IV through XXVIII of Form W-8BEN-E, a reporting Model 1 Line 21. A sponsored, closely held investment vehicle FFI or reporting Model 2 FFI in certain cases may request must check the box to certify that it meets all of the alternate certifications to document its account holders requirements for this certified deemed-compliant status. pursuant to an applicable IGA or you may otherwise For purposes of this certification, the requirement for a contractual relationship (referred to on line 21 of the form) -10- Instructions for Form W-8BEN-E (6-2014) EFTA01121990 means the requirements of Regulations section Part XI - Restricted Distributor 1.1471-5(f)(2)(iii)(B). Line 25a. A restricted distributor must check the box to Part VIII - Certified certify that it meets all of the requirements for this status. Deemed-Compliant Limited Life Debt Lines 25b and 25c. Check the appropriate box to certify Investment Company as to your status. Do not check both boxes. A restricted distributor may certify only with Line 22. A limited life debt investment entity must check the box to certify that it meets all of the requirements for this certified deemed-compliant status. A CAUTION respect to an account it maintains in connection with a distribution agreement with a restricted fund described in this Part XI. A restricted distributor that, Part IX - Certified Deemed-Compliant in connection with such a distribution agreement, receives a payment subject to chapter 3 withholding or a Investment Advisors withholdable payment should complete Form W-8IMY and and Investment Managers not this form except to the extent it holds interests in connection with such an agreement as a beneficial owner. Line 23. An investment advisor or investment manager must check the box to certify that it meets all of the Part XII - Nonreporting IGA FFI requirements for this certified deemed-compliant status. Line 26. Check the box to indicate that you are treated as Part X - Owner-Documented FFI a nonreporting IGA FFI under an applicable IGA, including an entity treated as a registered deemed-compliant FFI Line 24a. An owner-documented FFI must check the box under an applicable IGA. You must identify the applicable to certify that it meets all of the requirements for this status IGA by entering the name of the jurisdiction that has the and is providing this form to a U.S. financial institution, applicable IGA treated as in effect with the United States. participating FFI, reporting Model 1 FFI, or reporting You must also provide the withholding agent with the Model 2 FFI that agrees to act as a designated specific category of FFI described in Annex II of the IGA withholding agent with respect to the FFI identified on applicable to your status. line 1. See Regulations section 1.1471-5(f)(3) for more information about an owner-documented FFI, including a If you are an FFI treated as a registered designated withholding agent. deemed-compliant FFI under an applicable Model 2 IGA, you must also provide your GIIN in the space provided. Check either line 24b or line 24c. Do not check The GIIN does not need to be provided on line 9a. See both boxes. http://www.treasurygov/resource-centeritax-policy/ treaties/Pages/FATCA-Archive.aspx for a list of Line 24b. Check the box to certify that you have provided jurisdictions treated as having an IGA in effect for or will provide the documentation set forth in the purposes of making this certification. certifications, including the owner reporting statement If you are a sponsored FFI in a Model 1 IGA described in this line 24b. If you check the box on line 24b, you should not check the box on line 24c. A jurisdiction or other nonreporting FFI in a Model 1 CAUTION (GA jurisdiction that is required to report an Line 24c. Check the box to certify that you have provided account, you are currently not required to provide a GIIN or will provide the auditor's letter (in lieu of the information in this Part XII. However, a future version of this form may required by line 24b) that satisfies the requirements require you to provide a GIIN. reflected on this line. Line 24d. Check the box if you do not have any Part XIII - Foreign Government, contingent beneficiaries or designated classes with Government of a U.S. Possession, or unidentified beneficiaries. While this certification is not required, a Form W-8BEN-E provided by an Foreign Central Bank of Issue owner-documented FFI will remain indefinitely valid for Line 27. A foreign government, government of a U.S. chapter 4 purposes absent a change in circumstances possession, or foreign central bank of issue (each as with respect to offshore obligations (as defined in defined in Regulations section 1.1471-6) must check the Regulations section 1.6049-5(c)(1)) only if this box and certify that it satisfies all of the requirements for certification is provided and the account balance of all this status (including that it does not engage in the type of accounts held by the owner-documented FFI with the commercial financial activities described on this line withholding agent does not exceed $1,000,000 on the except to the extent permitted under Regulations section later of June 30, 2014, or the last day of the calendar year 1.1471-6(h)(2)). in which the account was opened, and the last day of each subsequent calendar year preceding the payment, If you are a foreign govemment, govemment of a applying the aggregation principles of Regulations section U.S. possession, or foreign central bank of issue, 1.1471-5(b)(4)(iii). you should only complete this Form W-8BEN-E for payments for which you are not claiming the applicability of section(s) 115(2), 501(c), 892, 895, or 1443(b), otherwise you should use Form W-8EXP. Instructions for Form W-8BEN-E (6-2014) -11- EFTA01121991 Part XIV - International Organization it meets all of the requirements for this status. You must also provide the date that you filed a plan of liquidation, Line 28a. Check this box to certify that you are an plan of reorganization, or bankruptcy petition. international organization described in section 7701(a) (18). Part XXI - 501(c) Organization If you are an entity that has been designated as Line 35. A section 501(c) organization must check the an international organization by executive order box and provide the date that the IRS issued the (pursuant to 22 U.S.C. 288 through 288f), check organization a determination letter or provide a copy of an box 28a. If you are claiming an exemption from opinion from U.S. counsel certifying that the organization withholding for purposes of chapter 3, however, use Form qualifies as a section 501(c) organization (without regard W-8EXP. to whether the organization is a foreign private foundation). Line 28b. If you are an international organization other than an international organization described in line 28a, If you are a section 501(c) organization claiming check the box to certify that you satisfy all of the an exemption from withholding for purposes of requirements for this status. chapter 3, however, use Form W-8EXP. Part XV - Exempt Retirement Plans Part XXII - Nonprofit Organization Lines 29a, b, c, d, e, and f. An exempt retirement plan Line 36. A nonprofit organization (other than section must check the appropriate box to certify that it meets all 501(c) organizations) must check the box to certify that it of the requirements for this status. meets all of the requirements for this status. IGA. For an entity that is established and maintained in Part XVI - Entity Wholly Owned a jurisdiction that is treated as having in effect an IGA and by Exempt Beneficial Owners that is described in Annex I as a nonprofit organization that is an Active NFFE, see Entities Providing Line 30. An entity wholly owned by exempt beneficial Certifications Under an Applicable IGA under Special owners must check the box to certify that it meets all of Instructions, later. the requirements for this status. You must also provide the owner documentation described in this line establishing Part XXIII - Publicly Traded that each direct owner or debt holder of the entity is an exempt beneficial owner described in Regulations section NFFE or NFFE Affiliate of 1.1471-6(b). a Publicly Traded Corporation Part XVII - Territory Line 37a. A publicly traded NFFE must check the box to certify that you are not a financial institution and provide Financial Institution the name of a securities exchange on which the stock of Line 31. A territory financial institution must check the the NFFE is publicly traded. box to certify that it meets all of the requirements for this Line 37b. An NFFE that is a member of the same status. expanded affiliated group as a publicly traded U.S. or foreign entity must check this box, provide the name of the Part XVIII - Excepted publicly traded entity, and identify the securities market on Nonfinancial Group Entity which the stock of the publicly traded entity is traded. See Regulations section 1.1472-1(c)(1)(i) to determine if the Line 32. An excepted nonfinancial group entity must stock of an entity is regularly traded on an established check the box to certify that it meets all of the securities market (substituting the term "U.S. entity" for requirements for this status. NFFE, as appropriate for purposes of testing whether an entity is publicly traded). Part XIX - Excepted Nonfinancial Start-Up Company Part XXIV - Excepted Territory NFFE Line 33. An excepted nonfinancial start-up company Line 38. An excepted territory NFFE must check the box must check the box to certify that it meets all of the to certify that it meets all of the requirements for this requirements for this status. You must also provide the classification. See Regulations section 1.1472-1(c)(1)(iii) date you were formed or your board passed a resolution for the definition of an excepted territory NFFE. (or equivalent measure) approving a new line of business (which cannot be that of a financial institution or passive Part XXV - Active NFFE NFFE). Line 39. An active NFFE must check the box to certify that it meets all of the requirements for this status, Part XX - Excepted Nonfinancial including the assets and passive income test described in Entity in Liquidation or Bankruptcy the certification for this part. For purposes of applying this test, passive income includes dividends, interest, rents, Line 34. An excepted nonfinancial group entity in royalties, annuities, and certain other forms of passive liquidation or bankruptcy must check the box to certify that income. See Regulations section 1.1472-1(c)(1)(iv)(A) for -12- Instructions for Form W-8BEN-E (6-2014) EFTA01121992 additional detail for the definition of passive income. Also acting under a duly authorized power of attorney, the form see Regulations section 1.1472-1(c)(1)(iv)(B) for must be accompanied by the power of attorney in proper exceptions from the definition of passive income for form or a copy thereof specifically authorizing the agent to certain types of income. represent the principal in making, executing, and presenting the form. Form 2848, Power of Attorney and Part XXVI - Passive NFFE Declaration of Representative, may be used for this Line 40a. A passive NFFE must check the box to certify purpose. The agent, as well as the beneficial owner, that you are not a financial institution and are not certifying payee, or account holder (as applicable), may incur your status as a publicly traded NFFE, NFFE affiliate of a liability for the penalties provided for an erroneous, false, publicly traded company, excepted territory NFFE, active or fraudulent form. By signing Form W-8BEN-E, the NFFE, direct reporting NFFE, or sponsored direct authorized representative, officer, or agent of the entity reporting NFFE. also agrees to provide a new form within 30 days following a change in circumstances affecting the correctness of the If you are an NFFE that may qualify as an active form. NFFE (or other NFFE described in another part of Broker transactions or barter exchanges. Income this form), you may still check line 40a and from transactions with a broker or a barter exchange is disclose your substantial U.S. owners or certify that you subject to reporting rules and backup withholding unless have no substantial U.S. owners (see instructions to lines Form W-8BEN-E or a substitute form is filed to notify the 40b and 40c below). broker or barter exchange that you are an exempt foreign Line 40b. Check this box to certify that you have no person. See certification described in the 4th bullet point. substantial U.S. owners. You are an exempt foreign person for a calendar year in which: Line 40c. If you do not check the box and make the • You are a foreign corporation, partnership, estate, or certification on line 40b, you must check this box 40c and trust; and complete Part XXX to identify each of your substantial U.S. owners and provide their name, address, and TIN. • You are neither engaged, nor plan to be engaged during the year, in a U.S. trade or business that has Part XXVII — Excepted effectively connected gains from transactions with a broker or barter exchange. Inter-Affiliate FFI Line 41. An excepted inter-affiliate FFI must check the Part XXX - Substantial U.S. box to certify that it meets all of the requirements of this Owners of Passive NFFE classification. This classification will only apply for an If you identified yourself as a passive NFFE (including an excepted inter-affiliate FFI that holds a deposit account investment entity that is a territory NFFE but is not an described in the certification for this part and that is excepted territory NFFE under Regulations section documenting itself to the financial institution that maintains 1.1472-1(c)) with one or more substantial U.S. owners in the deposit account. You are not eligible for this Part XXVI, you must identify each substantial U.S. owner. classification if you receive or make withholdable Provide the name, address, and TIN of each substantial payments to or from any person other than a member of U.S. owner in the relevant column. You may attach this your expanded affiliated group, other than the depository information on a separate statement, which remains institution described in the previous sentence. See subject to the same perjury statement and other Regulations section 1.1471-5(e)(5)(iv) for all the certifications made in Part XXIX. requirements of this status. Part XXVIII - Sponsored Special Instructions Direct Reporting NFFEs Hybrid Entities Line 42. A sponsored direct reporting NFFE must check Hybrid entity making a claim of treaty benefits. If you the box to certify that it meets all of the requirements for are a hybrid entity making a claim for treaty benefits as a this classification. You must also provide the name of your resident on your own behalf, you may do so as permitted sponsoring entity in the space provided and provide your under an applicable tax treaty. You should complete this GIIN in line 9a (or, for payments prior to January 1, 2016, Form W-8BEN-E to claim treaty benefits in the manner the GIIN of your sponsoring entity). described earlier (see instructions for completing Part III). Part XXIX - Certification If you are a flow-through entity receiving a withholdable payment, you should also provide Form W-81MY for the Form W-8BEN-E must be signed and dated by an entity along with a withholding statement (if required) authorized representative or officer of the beneficial establishing the chapter 4 status of each of your partners owner, participating payee (for purposes of section or owners. If you are a disregarded entity claiming treaty 6050W), or account holder of an FFI requesting this form. benefits, your single owner should provide Form An authorized representative or officer must check the W-8BEN-E or Form W-8BEN (as applicable) to the box to certify that you have the legal capacity to sign for withholding agent along with this form. You may use the entity identified on line 1 that is the beneficial owner of line 10 to inform the withholding agent to associate the the income. If Form W-8BEN-E is completed by an agent two forms. Instructions for Form W-8BEN-E (6-2014) -13- EFTA01121993 A disregarded entity that is treated as a reporting Entities Providing Certifications A CAUTION Model 1FFI or reporting Model 2 FFI that is also a hybrid entity making a claim of treaty benefits Under an Applicable IGA A withholding agent that is an FFI may provide you with a should follow the special instructions for disregarded chapter 4 status certification other than as shown in Parts entities claiming treaty benefits in an 1GA jurisdiction, IX through XXVIII in order to satisfy its due diligence later. requirements under an applicable IGA. In such a case, Line 1. Enter your legal name (determined by reference you may attach the alternative certification to this Form to your legal identity in your country of incorporation or W-8BEN-E in lieu of completing a certification otherwise organization). required in Parts IV through XXVIII provided that you: 1) determine that the certification accurately reflects your Line 2. Enter the country under whose laws you are status for chapter 4 purposes or under an applicable IGA; created, organized, or governed. and 2) the withholding agent provides a written statement Line 3. Leave this line blank. For purposes of completing to you that it has provided the certification to meet its due this form as a hybrid entity making a treaty claim diligence requirements as a participating FFI or registered (including a disregarded entity), you are treated as the deemed-compliant FFI under an applicable IGA. beneficial owner and should be identified in line 1. You may also provide with this form an applicable IGA Line 4. Check the box that applies among disregarded certification it you are determining your chapter 4 status entity, partnership, grantor trust, or simple trust. You must under the definitions provided in an applicable IGA and also check the box indicating that you are a hybrid making your certification identifies the jurisdiction that is treated a treaty claim and complete Part III. as having an IGA in effect and describes your status as an NFFE or FFI in accordance with the applicable IGA. Line 5. Do not complete line 5. However, it you determine your status under an applicable Lines 6 and 7. Complete lines 6 and 7 as provided in the IGA as an NFFE, you must still determine if you are an specific instructions earlier. excepted NFFE under the Regulations in order to complete this form. Additionally, you are required to Line 8. Complete line 8 in accordance with the specific comply with the conditions of your status under the law of instructions for line 8, earlier. the IGA jurisdiction if you are determining your status Line 9b. If your country of residence for tax purposes has under an applicable IGA. If you cannot provide the issued you a tax identifying number, enter it here. Do not certifications in Parts IV through XXVIII, do not check a enter the tax identifying number of your owner(s). box in line 5. However, if you determine your status under Line 10. This reference line is used to associate this the definitions of the IGA and can certify to a chapter 4 Form W-8BEN-E with another applicable withholding status included on this form, you do not need to provide certificate or other documentation provided for purposes the certifications described in this paragraph unless of chapter 4. For example, if you are a partnership making required by the withholding agent or FFI to whom you are a treaty claim, you may want to provide information for the providing this form. withholding agent to associate this Form W-8BEN-E with Any certifications provided under an applicable IGA the Form W-RIMY and owner documentation you provide remain subject to the penalty of perjury statement and for purposes of establishing the chapter 4 status of your other certifications made in Part XXIX. owner(s). Entities Providing Alternate Parts III & XXIX Certifications Under Regulations You must complete Parts III and XXIX in accordance with If you qualify for a chapter 4 status that is not shown in the specific instructions above. Complete Part II if Part I, line 5, of this form, you may attach applicable applicable. certifications for such status from any other Form W-8 on which the relevant certifications appear. If the applicable Reverse Hybrid Entities certifications do not appear on any Form W-8 (if, for A foreign reverse hybrid entity should only file a Form example, new regulations provide for an additional W-8BEN-E for payments for which it is not claiming treaty chapter 4 status and this form has not been updated to benefits on behalf of its owners and must provide a incorporate the status) then you may provide an chapter 4 status when it is receiving a withholdable attachment certifying that you qualify for the applicable payment. A foreign reverse hybrid entity claiming treaty status described in a particular Regulations section in lieu benefits on behalf of its owners should provide the of checking a box in Part I, line 5, and providing any withholding agent with Form W-8IMY (including its chapter 4 status certifications included on this form. chapter 4 status when receiving a withholdable payment) Include a citation to the applicable provision in the along with a withholding statement and Forms W-8BEN or Regulations. Any such attached certification becomes an W-8BEN-E (or documentary evidence to the extent integral part of this Form W-8BEN-E and is subject to the permitted) on behalf of each of its owners claiming treaty penalty of perjury statement and other certifications made benefits. See Form W-8IMY and accompanying in Part XXIX. instructions for more information. -14- Instructions for Form W-8BEN-E (6-2014) EFTA01121994 Paperwork Reduction Act Notice. We ask for the Recordkeeping 12 hr., 40 min. information on this form to carry out the Internal Revenue Learning about the law or the form 4 hr., 17 min. laws of the United States. You are required to provide the Preparing and sending the form 8 hr., 16 min. information. We need it to ensure that you are complying with these laws and to allow us to figure and collect the If you have comments concerning the accuracy of right amount of tax. these time estimates or suggestions for making this form You are not required to provide the information simpler, we would be happy to hear from you. You can requested on a form that is subject to the Paperwork send us comments from www.irs.govnormspubst Click on Reduction Act unless the form displays a valid OMB "More Information" and then on -Give us feedback". You control number. Books or records relating to a form or its can write to the Internal Revenue Service, Tax Forms and instructions must be retained as long as their contents Publications, SE:W:CAR:MP:TFP, 1111 Constitution Ave. may become material in the administration of any Internal NW, IR-6526, Washington, DC 20224. Do not send Form Revenue law. Generally, tax returns and return W-8BEN-E to this office. Instead, give it to your information are confidential, as required by section 6103. withholding agent. The time needed to complete and file this form will vary depending on individual circumstances. The estimated average time is: Instructions for Form W-8BEN-E (6-2014) -15- EFTA01121995 FormW-8ECI Certificate of Foreign Person's Claim That Income Is Effectively Connected With the Conduct of a Trade or (Rev. February 2014) Business in the United States OMB No. 1545-1621 So Section references are to the internal Revenue Code. Department d the Treasury P Information about Form W-8ECI and its separate instructions is at www.irs.govrforrnw8eci. Internal Revenue Service P Give this form to the withholding agent or payer. Do not send to the IRS. Note. Persons submitting this form must file an annual U.S. income tax return to report income claimed to be effectively connected with a U.S trade or business (see instructions). Do not use this form for: Instead, use Form: • A beneficial owner solely claiming foreign status or treaty benefits W-8BEN or W-8BEN-E • A foreign government. international organization. foreign central bank of issue. foreign tax-exempt organization, foreign private foundation. or government of a U.S. possession claiming the applicability of section(s) 115(2). 501(c). 892. 895. or 1443(b) . . . . yy.gExp Note. These entitles should use Form W-8ECI if they received effectively connected income and are not eligible to claim an exemption for chapter 3 or 4 purposes on Form W-8EXP. • A foreign partnership or a foreign trust (unless claiming an exemption from U.S. withholding on income effectively connected with the W-8BEN-E conduct of a trade or business in the United States) or W-81MY • A person acting as an intermediary W-81MY Note. See instructions for additional exceptions. Part I Identification of Beneficial Owner (see instructions.) 1 Name of individual or organization that is the beneficial owner 2 Country of incorporation or organization 3 Name of disregarded entity receiving the payments (if applicable) 4 Type of entity (check the appropriate box): 0 Individual 0 Corporation 0 Partnership 0 Simple trust 0 Complex trust 0 Estate 0 Government 0 Grantor trust 0 Central bank of issue 0 Tax-exempt organization 0 Private foundation 0 International organization 5 Permanent residence address (street. apt. or suite no.. or rural route). Do not use a M. box or in-care-of address. City or town. state or province. Include postal code where appropriate. Country 6 Business address in the United States (street. apt. or suite no.. or rural route). Do not use a M. box or in care-of address. City or town. state. and ZIP code 7 U.S. taxpayer identification number (required —see instructions) 8 Foreign tax identifying number 0 SSN or MN 0 EIN 9 Reference number(s) (see instructions) 10 Date of birth (MM-DD-YYYY) 11 Specify each item of income that is. or is expected to be, received from the payer that is effectively connected with the conduct of a trade or business in the United States. (attach statement if necessary) Part II Certification Under penalties of perjury. I declare that I have examined the information on this form and to the best of my knowledge and belief rt is true. correct. and complete. I further codify under penalties of perjury that: • I am the beneficial owner (or I am authorized to sign for the beneficial owner) of all the payments to which this form relates. • The amounts for which this certification is provided are effectively connected with the conduct of a trade or busness in the United States. • The income for which this form was provided is includible ri my gross income (or the beneficial owner's gross ricome) for the taxable year. and • The beneficial owner is not a U.S. person. Sign Furthermore. I authorize this form to be provided to any withholding agent that has control. receipt. or custody of the payments of which I am the Here beneficial owner or any withholding agent that can disburse or make payments of the amounts of which I am the benehzial owner. I agree that I will submit a new form within 30 days if any certification made on this form becomes Incorrect. Signature of beneficial ovner (or individual authorized to sign for the beneficial ovine.) Print name Date (MM-DD-YYYY) O I certify that I have the capacity to sign for the person identified on line 1 of this form. For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 25045D Form W-8ECI (Rev. 2-2014) EFTA01121996 Instructions for Form W-8ECI (Rev. February 2014) r Department of the Treasury Internal Revenue Service Certificate of Foreign Person's Claim That Income Is Effectively Connected With the Conduct of a Trade or Business in the United States Section references are to the Internal Revenue Code income, you may submit Form W-8ECI without attaching unless otherwise noted. Forms W-8BEN, W-8BEN-E, or other documentation for Future Developments. For the latest information about your foreign partners, beneficiaries, or owners. developments related to Form W-8ECI and its A withholding agent or payer of the income may rely on instructions, such as legislation enacted after they were a properly completed Form W-8ECI to treat the payment published, go to www.irs.gov/formwaeci. associated with the Form W-8ECI as a payment to a foreign person who beneficially owns the amounts paid General Instructions and is either entitled to an exemption from withholding under sections 1441, 1442, 1471, or 1472 because the Note. For definitions of terms used throughout these income is effectively connected with the conduct of a instructions, see Definitions, later. trade or business in the United States or subject to withholding under section 1446. Purpose of Form Foreign persons are generally subject to U.S. tax at a 30% Provide Form W-8ECI to the withholding agent or payer rate on income they receive from U.S. sources. However, before income is paid, credited, or allocated to you. no withholding under section 1441 or 1442 is required on Failure by a beneficial owner to provide a Form W-8ECI income that is, or is deemed to be, effectively connected when requested may lead to withholding at the 30% rate with the conduct of a trade or business in the United or the backup withholding rate under section 3406. States and is includible in the beneficial owner's gross Additional information. For additional information and income for the tax year. instructions for the withholding agent, see the Instructions This withholding exemption does not apply to personal for the Requester of Forms W-8BEN, W-8BEN-E, services income and income subject to withholding under W-8ECI, W-8EXP, and W-8IMY. section 1445 (dispositions of U.S. real property interests) or section 1446 (foreign partners share of effectively Who Must Provide Form W-8ECI connected income). You must give Form W-8ECI to the withholding agent or Income effectively connected with the conduct of a payer it you are a foreign person and you are the trade or business in the United States is not a beneficial owner of U.S. source income that is (or is withholdable payment under chapter 4 and thus is not deemed to be) effectively connected with the conduct of a subject to withholding under sections 1471 or 1472. trade or business within the United States. It you receive effectively connected income from Do not use Form W-8ECI if: sources in the United States, you must provide Form • You are a nonresident alien individual who claims W-8ECI to: exemption from withholding on compensation for • Establish that you are not a U.S. person, independent or certain dependent personal services • Claim that you are the beneficial owner of the income performed in the United States. Instead, provide Form for which Form W-8ECI is being provided or are an entity 8233, Exemption from Withholding on Compensation for engaged in a U.S. trade or business submitting Form Independent (and Certain Dependent) Personal Services W-8ECI on behalf of your owners or partners, and of a Nonresident Alien Individual, or Form W-4, • Claim that the income is effectively connected with the Employee's Withholding Allowance Certificate. conduct of a trade or business in the United States. • You are the beneficial owner of a payment subject to If you expect to receive both income that is effectively withholding and are claiming an exemption from connected and income that is not effectively connected withholding for a reason other than a claim that the from a withholding agent, you must provide Form W-8ECI income is effectively connected with the conduct of a for the effectively connected income and Form W-8BEN, trade or business in the United States. For example, if you Form W-8BEN-E, Form W-8EXP, or Form W-8IMY (as are a foreign person who is the beneficial owner of U.S. appropriate) for income that is not effectively connected. source income that is not effectively connected with a U.S. trade or business and you are claiming a reduced It you submit Form W-8ECI to a partnership, the rate of withholding under an applicable income tax treaty income claimed to be effectively connected with the in effect, do not use Form W-8ECI. Instead, provide Form conduct of a U.S. trade or business is subject to W-8BEN, Certificate of Foreign Status of Beneficial Owner withholding under section 1446. If a nominee holds an for United States Tax Withholding (Individuals) or Form interest in a partnership on your behalf, you, not the W-8BEN-E, Certificate of Status of Beneficial Owner for nominee, must submit the form to the partnership or United States Tax Withholding and Reporting (Entities). nominee that is the withholding agent. • You are a foreign person receiving proceeds from the If you are a foreign partnership, a foreign simple trust, disposition of a U.S. real property interest. Instead, see or a foreign grantor trust with effectively connected Form 8288-B, Application for Withholding Certificate for Feb 25, 2014 Cat. No. 25902V EFTA01121997 Dispositions by Foreign Persons of U.S. Real Property withholding agent may have to withhold at the 30% rate or Interests. the backup withholding rate. A separate Form W-8ECI • You are filing for a foreign government, international must be given to each withholding agent. organization, foreign central bank of issue, foreign U.S. branch of foreign bank or insurance company. tax-exempt organization, foreign private foundation, or A payment to a U.S. branch of a foreign bank or a foreign govemment of a U.S. possession claiming the insurance company that is subject to U.S. regulation by applicability of section 115(2), 501(c), 892, 895, or the Federal Reserve Board or state insurance authorities 1443(b). Instead, provide Form W-8EXP, Certificate of is presumed to be effectively connected with the conduct Foreign Govemment or Other Foreign Organization for of a trade or business in the United States if the United States Tax Withholding and Reporting. However, withholding agent has an EIN provided by the branch. The you should use Form W-8BEN-E if you are claiming treaty presumption does not apply if the branch provides a benefits or are providing the form only to claim exempt withholding agent with a Form W-8BEN-E for the income. recipient status for backup withholding purposes. You should use Form W-8ECI, however, if you received Change in circumstances. If a change in circumstances effectively connected income (for example, income from makes any information on the Form W-8ECI you have commercial activities). submitted incorrect, you must notify the withholding agent • You are acting as an intermediary (that is, acting not for or payer within 30 days of the change in circumstances your own account or for that of your partners, but for the and you must file a new Form W-8ECI or other account of others as an agent, nominee, or custodian) appropriate form. For example, if during the tax year any with respect to a payment subject to withholding. Instead, part or all of the income is no longer effectively connected provide Form W-8IMY, Certificate of Foreign Intermediary, with the conduct of a trade or business in the United Foreign Flow-Through Entity, or Certain U.S. Branches for States, your Form W-8ECI is no longer valid. You must United States Tax Withholding and Reporting. notify the withholding agent and provide Form W-8BEN, • You are a withholding foreign partnership or a W-8BEN-E, W-8EXP, or W-8IMY. See Regulations withholding foreign trust for purposes of sections 1441 section 1.1441-1(e)(4)(ii)(D) for the definition of a change and 1442 that is receiving income which is not effectively in circumstances for purposes of chapter 3. See connected with the conduct of a U.S. trade or business. A Regulations section 1.1471-3(c)(6)(ii)(E) for the definition withholding foreign partnership is, generally, a foreign of a change in circumstances for purposes of chapter 4. partnership that has entered into a withholding agreement Expiration of Form W-8ECI. Generally, a Form W-8ECI with the IRS under which it agrees to assume primary will remain in effect for a period starting on the date the withholding responsibility for each partners distributive form is signed and ending on the last day of the third share of income subject to withholding that is paid to the succeeding calendar year, unless a change in partnership. A withholding foreign trust is, generally, a circumstances makes any information on the form foreign simple trust or a foreign grantor trust that has incorrect (see Change in circumstances above for the entered into a withholding agreement with the IRS under requirements to provide a new form). For example, a which it agrees to assume primary withholding Form W-8ECI signed on September 30, 2015, remains responsibility for each beneficiary's or owner's distributive valid through December 31, 2018. Upon the expiration of share of income subject to withholding that is paid to the the 3-year period, you must provide a new Form W-8ECI. trust. Instead, provide Form W-8IMY. • You are a foreign corporation that is a personal holding Definitions company receiving compensation described in section Beneficial owner. For payments other than those for 543(a)(7). Such compensation is not exempt from which a reduced rate of withholding is claimed under an withholding as effectively connected income, but may be income tax treaty, the beneficial owner of income is exempt from withholding on another basis. generally the person who is required under U.S. tax • You are a foreign partner in a partnership and the principles to include the income in gross income on a tax income allocated to you from the partnership is effectively return. A person is not a beneficial owner of income, connected with the conduct of the partnership's trade or however, to the extent that person is receiving the income business in the United States. Instead, provide Form as a nominee, agent, or custodian, or to the extent the W-8BEN or Form W-8BEN-E (as applicable). However, if person is a conduit whose participation in a transaction is you made or will make an election under section 871(d) or disregarded. In the case of amounts paid that do not 882(d), provide Form W-8ECI. In addition, if you are constitute income, beneficial ownership is determined as otherwise engaged in a trade or business in the United if the payment were income. States and you want your allocable share of income from the partnership to be subject to withholding under section Foreign partnerships, foreign simple trusts, and foreign 1446, provide Form W-8ECI. grantor trusts are not the beneficial owners of income paid to the partnership or trust. The beneficial owners of Giving Form W-8ECI to the withholding agent. Do not income paid to a foreign partnership are generally the send Form W-8ECI to the IRS. Instead, give it to the partners in the partnership, provided that the partner is not person who is requesting it from you. Generally, this will itself a partnership, foreign simple or grantor trust, be the person from whom you receive the payment, who nominee or other agent. The beneficial owners of income credits your account, or a partnership that allocates paid to a foreign simple trust (that is, a foreign trust that is income to you. Give Form W-8ECI to the person described in section 651(a)) are generally the requesting it before the payment is made, credited, or beneficiaries of the trust, if the beneficiary is not a foreign allocated. If you do not provide Form W-8ECI, the partnership, foreign simple or grantor trust, nominee or -2- Instructions for Form W-8ECI (Rev. 2-2014) EFTA01121998 other agent. The beneficial owners of a foreign grantor persons and resident aliens, rather than at the 30% rate. trust (that is, a foreign trust to the extent that all or a You must report this income on your annual U.S. income portion of the income of the trust is treated as owned by tax or information return. the grantor or another person under sections 671 through A partnership that has effectively connected income 679) are the persons treated as the owners of the trust. allocable to foreign partners is generally required to The beneficial owners of income paid to a foreign complex withhold tax under section 1446. The withholding tax rate trust (that is, a foreign trust that is not a foreign simple on a partners share of effectively connected income is trust or foreign grantor trust) is the trust itself. 35% for corporate partners and 39.6% for all other taxable Generally, these beneficial owner rules apply for partners. In certain circumstances the partnership may purposes of sections 1441, 1442, and 1446, except that withhold tax at the highest applicable rate to a particular section 1446 requires a foreign simple trust to provide a type of income (tor example, long-term capital gain Form W-8 on its own behalf rather than on behalf of the allocated to a noncorporate partner). Any amount withheld beneficiary of such trust. under section 1446 on your behalf, and reflected on Form The beneficial owner of income paid to a foreign estate 8805 issued by the partnership to you may be credited on is the estate itself. your U.S. income tax return. A payment to a U.S. partnership, U.S. trust, or U.S. Foreign person. A foreign person includes a estate is treated as a payment to a U.S. payee. A U.S. nonresident alien individual, a foreign corporation, a partnership, trust, or estate should provide the withholding foreign partnership, a foreign trust, a foreign estate, and agent with a Form W-9. However, for purposes of section any other person that is not a U.S. person. 1446, a U.S. grantor trust shall not provide the withholding Nonresident alien individual. Any individual who is not agent a Form W-9. Instead, the grantor or other owner a citizen or resident alien of the United States is a must provide Form W-8 or Form W-9 as appropriate. nonresident alien individual. An alien individual meeting Chapter 3. Chapter 3 means Chapter 3 of the Internal either the "green card test" or the "substantial presence Revenue Code (Withholding of Tax on Nonresident Aliens test" for the calendar year is a resident alien. Any person and Foreign Corporations). Chapter 3 contains sections not meeting either test is a nonresident alien individual. 1441 through 1464. Additionally, an alien individual who is a resident of a foreign country under the residence article of an income Chapter 4. Chapter 4 means Chapter 4 of the Internal tax treaty, or an alien individual who is a bona fide Revenue Code (Taxes to Enforce Reporting on Certain resident of Puerto Rico, Guam, the Commonwealth of the Foreign Accounts). Chapter 4 contains sections 1471 Northern Mariana Islands, the U.S. Virgin Islands, or through 1474. American Samoa is a nonresident alien individual. Disregarded entity. A business entity that has a single Even though a nonresident alien individual owner and is not a corporation under Regulations section 301.7701-2(b) is disregarded as an entity separate from A CAUTIO married to a U.S. citizen or resident alien may choose to be treated as a resident alien for its owner. A disregarded entity does not submit Form certain purposes (for example, filing a joint income tax W-8ECI to a partnership for purposes of section 1446. return), such individual is still treated as a nonresident Instead, the owner of such entity provides the appropriate alien for withholding tax purposes on all income except documentation. See Regulations section 1.1446-1. wages. Effectively connected income. Generally, when a See Pub. 519, U.S. Tax Guide for Aliens, for more foreign person engages in a trade or business in the information on resident and nonresident alien status United States, all income from sources in the United including information about the "green card test" and States other than fixed or determinable annual or "substantial presence test". periodical (FDAP) income (tor example, interest, dividends, rents, and certain similar amounts) is Withholding agent. Any person, U.S. or foreign, that has considered income effectively connected with a U.S. trade control, receipt, custody, disposal, or payment of U.S. or business. FDAP income may or may not be effectively source FDAP income subject to chapter 3 withholding is a connected with a U.S. trade or business. Factors to be withholding agent. For purposes of chapter 4, any person, considered to determine whether FDAP income and U.S. or foreign, that has control, receipt, custody, similar amounts from U.S. sources are effectively disposal, or payment of a withholdable payment is a connected with a U.S. trade or business include whether: withholding agent. The withholding agent may be an • The income is from assets used in, or held for use in, individual, corporation, partnership, trust, association, or the conduct of that trade or business, or any other entity including (but not limited to) any foreign • The activities of that trade or business were a material intermediary, foreign partnership, and U.S. branches factor in the realization of the income. treated as U.S. person. Generally, the person who pays (or causes to be paid) an amount subject to withholding to There are special rules for determining whether income the foreign person (or to its agent) must withhold. from securities is effectively connected with the active conduct of a U.S. banking, financing, or similar business. For purposes of section 1446, the withholding agent is See section 864(c)(4)(B)(ii) and Regulations section the partnership conducting the trade or business in the 1.864-4(c)(5)(ii) for more information. United States. For a publicly traded partnership, the withholding agent may be the partnership, a nominee Effectively connected income, after allowable holding an interest on behalf of a foreign person, or both. deductions, is taxed at graduated rates applicable to U.S. See Regulations sections 1.1446-1 through 1.1446-6. Instructions for Form W-8ECI (Rev. 2-2014) -3- EFTA01121999 Withholdable payment. A withholdable payment means For example, if you are a private foundation, you are also any payment of U.S. source FDAP income, subject to considered a tax-exempt organization. You should check certain exemptions described in Regulations sections the box for private foundation rather than the box for 1.1471-2(b) and 1.1473-1(a). However, no exceptions to tax-exempt organization. withholding on U.S. source FDAP income for purposes Line 5. Your permanent residence address is the other than chapter 4 apply when determining whether a address in the country where you claim to be a resident payment is a withholdable payment. For example, an for that country's income tax. Do not show the address of exclusion from an amount subject to withholding under a financial institution, a post office box, or an address Regulations section 1.1441-2(a) does not apply for used solely for mailing purposes unless such address is purposes of determining whether a payment constitutes a the registered address of an entity identified on line 1 withholdable payment. Under chapter 4, a payment of which does not have another address in the jurisdiction. If effectively connected income is not a withholdable you are an individual who does not have a tax residence payment. in any country, your permanent residence is where you U.S. person. A U.S. person is defined in section 7701(a) normally reside. If you are not an individual and you do not (30) and includes an individual who is a citizen or resident have a tax residence in any country, the permanent of the United States, as well as domestic partnerships, residence address is where you maintain your principal corporations, trusts, and estates. office. Line 6. Enter your business address in the United States. Specific Instructions Do not show a post office box. Line 7. Enter your U.S. taxpayer identification number Part I (TIN). A U.S.TIN is a social security number (SSN), employer identification number (EIN), or IRS individual Line 1. Enter your name. If you are filing for a taxpayer identification number (ITIN). Check the disregarded entity with a single owner who is a foreign appropriate box for the type of U.S. TIN you are providing. person, this form should be completed and signed by the You are required to provide a TIN for this form to be valid. foreign single owner. If the account to which a payment is made or credited is in the name of the disregarded entity, If you are an individual, you are generally required to the foreign single owner may inform the withholding agent enter your SSN. To apply for an SSN, get Form SS-5 from of this fact. This may be done by including the name of the a Social Security Administration (SSA) office or online at disregarded entity on line 3 (name of disregarded entity (if httoilwww.socialsecurity.govissnumberiss5.htm. If in the applicable)) of Part I of the form. United States, you can call the SSA at 1-800-772-1213. Fill in Form SS-5 and return it to the SSA. Ifyou own the income or account jointly with one If you do not have an SSN and are not eligible to get or more other persons, the income or account will one, you must get an ITIN. To apply for an ITIN, file Form be treated by the withholding agent as owned by W-7 with the IRS. It usually takes 4-6 weeks to get an a foreign person ifForms W-8ECI are providedby all of MN. the owners. If the withholding agent receives a Form W-9, Request for Taxpayer Identification Number and If you are not an individual (for example, if you are a Certification, from any of the joint owners, the payment foreign estate or trust), or you are an individual who is an must be treated as made to a U.S. person. employer or who is engaged in a U.S. trade or business as a sole proprietor, use Form SS-4, Application for Line 2. If you are filing for a corporation, enter the country Employer Identification Number, to obtain an EIN. If you of incorporation. If you are filing for another type of entity, are a disregarded entity, enter the U.S. TIN of your foreign enter the country under whose laws the entity is created, single owner. organized, or governed. If you are an individual, provide You may also apply for an EIN online. For more your country of residence for tax purposes. information, visit www.irs.gov/Businesses/Small- Line 3. Enter the name of the disregarded entity Businesses-&-Self-Employect/Apply-for-an- receiving the payment. This line is not required but may Emplover-Identffication-Number4EINFOnline. assist the withholding agent that is making a payment to you. The withholding agent may request additional Line 8. Enter the tax identifying number (TIN) issued to referencing information (such as your account number) you by your jurisdiction of tax residence unless: which should be entered on line 9. See the instructions for • You have not been issued a TIN, or line 9 below. When completing this form, do not provide • The jurisdiction does not issue TINs. information concerning the disregarded entity on any line Line 9. This line may be used by the filer of Form W-8ECI other than this line 3 or line 9. Instead, you should or by the withholding agent to whom it is provided to complete the form using the information of the owner of include any referencing information that is useful to the the disregarded entity. withholding agent in carrying out its obligations. For Line 4. Check the box that applies. By checking a box, example, a beneficial owner may use line 9 to include the you are representing that you qualify for this classification. name and number of the account for which he or she is You must check the one box that represents your providing the form. classification (for example, corporation, partnership, etc.) Line 10. Provide your date of birth if you are an under U.S. tax principles. If more than one classification individual. Use the following format to input your applies to you, select the most specific status available. Instructions for Form W-8ECI (Rev. 2-2014) EFTA01122000 information MM-DD-YYYY. For example, if you were born If any information on Form W-8ECI becomes on April 15, 1956, you would enter 04-15-1956. Line 11. You must specify the items of income that are A CAUTION incorrect, you must submit a correct new form within 30 days to the requester of this form unless effectively connected with the conduct of a trade or you will not receive a future payment from the withholding agent that would require an updated Form W-8. business in the United States. You will generally have to provide Form W-8BEN, Form W-8BEN-E, Form W-8EXP, or Form W-81MY for those items from U.S. sources that Paperwork Reduction Act Notice. We ask for the are not effectively connected with the conduct of a trade information on this form to carry out the Internal Revenue or business in the United States. See Form W-8BEN, laws of the United States. If you want to receive Form W-8BEN-E, Form W-8EXP, or Form W-81MY, and exemption from withholding on income effectively the associated instructions for more details. connected with the conduct of a trade or business in the United States, you are required to provide the information. It you are providing this form to a partnership because you are a partner and have made an election under We need it to ensure that you are complying with these laws and to allow us to figure and collect the right amount section 871(d) or section 882(d), attach a copy of the of tax. election to the form. If you have not made the election, but intend to do so effective for the current tax year, attach a You are not required to provide the information statement to the form indicating your intent. See requested on a form that is subject to the Paperwork Regulations section 1.871-10(d)(3). Reduction Act unless the form displays a valid OMB control number. Books or records relating to a form or its Part II instructions must be retained as long as their contents Signature. Form W-8EC1 must be signed and dated by may become material in the administration of any Internal the beneficial owner of the income, or, it the beneficial Revenue law. Generally, tax returns and return owner is not an individual, by an authorized representative information are confidential, as required by section 6103. or officer of the beneficial owner. If an authorized The time needed to complete and file this form will vary representative or agent is completing Form W-8EC1 on depending on individual circumstances. The estimated behalf of the beneficial owner of the income, the average time is: Recordkeeping, 4 hr., 4 min.; Learning representative or agent must check the box to certify that about the law or the form, 1 hr., 51 min.; Preparing he or she has the legal capacity to sign for the person and providing the form, 3 hr., 12 min. identified on line 1. It Form W-8EC1 is completed by an agent acting under a duly authorized power of attorney for It you have comments concerning the accuracy of the beneficial owner, the form must be accompanied by these time estimates or suggestions for making this form the power of attorney in proper form or a copy thereof simpler, we would be happy to hear from you. You can specifically authorizing the agent to represent the principal send us comments from www.irs.govfiormspubs! Click on in making, executing, and presenting the form (note that "More Information" and then on "Give us feedback." You this requirement does not apply to a partnership or other can write to the Internal Revenue Service, Tax Forms and flow-through entity submitting this form with respect to a Publciations, SE:W:CAR:MP:TFP, 1111 Constitution Ave. payment of effectively connected income that is NW, IR-6526, Washington, DC 20224. Do not send Form beneficially owned by the entity's partners or owners). W-8ECI to this office. Instead, give it to your withholding Form 2848, Power of Attorney and Declaration of agent. Representative, may be used for this purpose. The agent, as well as the beneficial owner, may incur liability for the penalties provided for an erroneous, false, or fraudulent form. Instructions for Form W-8ECI (Rev. 2-2014) -5- EFTA01122001 Certificate of Foreign Government or Other Foreign Fo. W-8EXP Organization for United States Tax (Rev. April 2014) Withholding and Reporting (For use by foreign governments, international organizations, foreign central banks of issue, foreign OMB No. 1545.1621 tax-exempt organizations. foreign private foundations, and governments of U.S. possessions.) fa Information about Form W-8EXP and Its separate instructions Is at wwwirs.gov/fortmv8exp. Department of the Treasury la Section references are to the Internal Revenue Code. Internal Revenue Service la Give this form to the withholding agent or payer. Do not send to the IRS. Do not use this form for: Instead, use Form: • A foreign government or other foreign organization that is not claiming the applicability of section(s) 115(2). 501(c). 892. 895. or 1443(b) W-8BEN-E or W-BECI • A beneficial owner solely claiming foreign status or treaty benefits W-8BEN or W-88EN-E • A foreign partnership or a foreign trust W-8BEN-E or W-RIMY • A person claiming that income is effectively connected with the conduct of a trade or business in the United States W-8ECI • A person acting as an intermediary W-BIMY Part I Identification of Beneficial Owner 1 Name of organization 2 Country of ncorpasson or organization 3 Type of O Foreign government 0 Foreign tax-exempt organization entity O International organization 0 Foreign private foundation O Foreign central bank of issue (not wholly 0 Government of a U.S. prKsPssion owned by the foreign sovereign) 4 Chapte 4 Status (FATCA status): 0 Participating FFI. O Foreign government (including a political subdivision). O Reporting Model 1 FFI. government of a U.S. possession, or foreign central bank of O Reporting Model 2 FFI. issue. Complete Part III. O Registered deemed-compliant FFI O Exempt retirement plan of foreign government. Complete Part III. (other than a Reporting Model 1 FFI). O 501(c) organization. Complete Part III. O Nonreporting IGA FFI. Complete Part III. O Passive NFFE. Complete Part III. O Territory financial institution. Complete Part III. O Direct reporting NFFE. O International organization. O Sponsored direct reporting NFFE. Complete Part III. 5 Permanent address (street. apt. or suite no.. or rural route). Do not use a M. box or In-care-of address (other than a registered address). City or town, state or provrice. Include postal code where appropriate. Country ft MaIng address different from above). City or town. state or proynce. Include postal or ZIP code where appropriate. Country 7 U.S. TIN. if required (see instructions) 8a 0 GIIN b 0 Foreign TIN (see instructions) 9 Reference number(s) (see instructions) Part II Qualification Statement for Chapter 3 Status 10 For a foreign government: a 0 I certify that the entity identified in Part I is a foreign government within the meaning of section 892 and the payments are within the scope of the exemption granted by section 892. Check box 10b or box 10c. whichever applies: b 0 The entity identified in Part I is an integral part of the government of c 0 The entity identified in Part I is a controlled entity of the government of 11 For an international organization: ❑ I certify that: • The entity identified in Part I is an international organization within the meaning of section 7701(a)(18) and • The payments are within the scope of the exemption granted by section 892. 12 For a foreign central bank of issue (not wholly owned by the foreign sovereign): ❑ I certify that: • The entity identified in Part I is a foreign central bank of issue. • The entity identified in Part I does not hold obligations or bank deposits to which this form relates for use in connection with the conduct of a commercial banking function or other commercial activity, and • The payments are within the scope of the exemption granted by section 895. For Paperwork Reduction Act Notice, see separate Instructions. Cat. No. 25401F Form W-8EXP (Rev. 4-2014) EFTA01122002 Fomi W-8EXP (Rev. 4-2014) Page 2 Part II Qualification Statement for Chapter 3 Status (continued) 13 For a foreign tax-exempt organization, including foreign private foundations: If any of the income to which this certification relates constitutes income includible under section 512 in computing the entity's unrelated business taxable income, attach a statement identifying the amounts. Check either box 13a or box 1313: a ❑ I certify that the entity identified in Part I has been issued a determination letter by the IRS dated that is currently in effect and that concludes that it is an exempt organization described in section 501(c). b ❑ I have attached to this form an opinion from U.S. counsel concluding that the entity identified in Part I is described in section 501(c). For section 501(c)(3) organizations only, check either box 13c or box 13d: ❑ If the determination letter or opinion of counsel concludes that the entity identified in Part I is described in section 501(c)(3), I certify that the organization is not a private foundation described in section 509. I have attached an affidavit of the organization setting forth sufficient facts for the IRS to determine that the organization is not a private foundation because it meets one of the exceptions described in section 509(a)(1). (2), (3). or (4). d ❑ If the determination letter or opinion of counsel concludes that the entity identified in Part I is described in section 501(c)(3), I certify that the organization is a private foundation described in section 509. 14 For a government of a U.S. possession: ❑ I certify that the entity identified in Part I is a government of a possession of the United States, or is a political subdivision thereof, and is claiming the exemption granted by section 115(2). Part III Qualification Statement for Chapter 4 Status (if required) 15 Fora nonreporting IGA FFI: ❑ I certify that the entity identified in Part I: • Meets the requirements to be considered a nonreporting financial institution pursuant to an applicable IGA between the United States and • Is treated as a under the provisions of the applicable IGA (see instructions): and • If you are an FFI treated as a registered deemed-compliant FFI under an applicable Model 2 IGA, provide your GIIN: 16 For a territory financial institution: ❑ I certify that the entity identified in Part I is a financial institution (other than an investment entity) that is incorporated or organized under the laws of a possession of the United States. 17 For a foreign government (including a political subdivision), government of a U.S. possession, or foreign central bank of issue: ❑ I certify that the entity identified in Part I is the beneficial owner of the payment and is not engaged in commercial financial activities of a type engaged in by an insurance company, custodial institution, or depository institution with respect to the payments, accounts, or obligations for which this form is submitted (except as permitted in Regulations section 1.1471-6(h)(2)). 18 For an exempt retirement plan of a foreign government: ❑ I certify that the entity identified in Part I: • Is established and sponsored by a foreign government, international organization, central bank of issue, or government of a U.S. possession (each as defined in Regulations section 1.1471-6 or an applicable Model 1 or Model 2 IGA) to provide retirement, disability, or death benefits to beneficiaries or participants that are current or former employees of the sponsor (or persons designated by such employees): or • Is established and sponsored by a foreign government, international organization, central bank of issue, or government of a U.S. possession (each as defined in Regulations section 1.1471-6 or an applicable Model 1 or Model 2 IGA) to provide retirement. disability, or death benefits to beneficiaries or participants that are not current or former employees of such sponsor, but are in consideration of personal services performed for the sponsor. 19 Fora 501(c) organization: ❑ I certify that the entity identified in Part I is an entity described in section 501(c) but is not an insurance company described in section 501(c)(15). 20 For a passive NFFE: a ❑ I certify that the entity identified in Part I is a foreign entity that is not a financial institution (other than an investment entity organized in a possession of the United States). Check box 20b or 20c, whichever applies. b ❑ I further certify that the entity identified in Part I has no substantial U.S. owners, or c ❑ I further certify that the entity identified in Part I has provided a statement including the name, address, and TIN of each substantial U.S. owner of the NFFE (see instructions). 21 Name of sponsoring entity: ❑ I certify that the entity identified in Part I is a direct reporting NFFE that is sponsored by the entity identified in line 21. Form W-8EXP (Rev. 4-2014) EFTA01122003 Fowl, W-8EXP (Rev. 4-2014) Page 3 Part IV Certification Under penalties of perjury, I declare that I have examined the information on this form and to the best of my knowledge and belief it is true. correct, and complete. I further certify under penalties of perjury that: • The organization for which I am signing is the beneficial owner of the income and other payments to which this form relates, • The beneficial owner is not a U.S. person, • For a beneficial owner that is a controlled entity of a foreign sovereign (other than a central bank of issue wholly owned by a foreign sovereign), the beneficial owner is not engaged in commercial activities within or outside the United States, and • For a beneficial owner that is a central bank of issue wholly owned by a foreign sovereign, the beneficial owner is not engaged in commercial activities within the United States. Furthermore. I authorize this form to be provided to any withholding agent that has control, receipt, or custody of the payments of which I am the beneficial owner or any withholding agent that can disburse or make payments of the amounts of which I am the beneficial owner. I agree that I will submit a new form within 30 days if any certification made on this form becomes incorrect. Sign Here Signature of authorized official Print name Date (MM-DO-YrN) ❑ I certify that I have the capacity to sign for the entity identified on line 1 of this form. Form W-8EXP (Rev. 4-2014) EFTA01122004 Department of the Treasury Instructions for Form Internal Revenue Service W-8EXP (Rev. April 2014) Certificate of Foreign Government or Other Foreign Organization for United States Tax Withholding and Reporting Section references are to the Internal Revenue Code subject to 30% withholding on withholdable payments unless otherwise noted. paid to the organization. In general, a foreign government or other organization receiving a withholdable payment General Instructions should provide this form when requested to avoid incorrect withholding consequences. Future developments. For the latest information about Note. For definitions of terms used throughout these developments related to Form W-8EXP and its instructions, see Definitions, later. instructions, such as legislation enacted after they were published, go to www.irs.gov/formwSexp. Purpose of Form What's New Under chapter 3, foreign persons are subject to U.S. tax at a 30% rate on income they receive from U.S. sources that Foreign Account Tax Compliance Act (FATCA). In consists of interest (including certain original issue 2010, Congress passed tl- liring Incentives to Restore discount (OID)), dividends, rents, premiums, annuities, Employment Act of 2010. M. 111-147 (the HIRE Act), compensation for, or in expectation of, services which added chapter 4 of Subtitle A (chapter 4) to the performed, or other fixed or determinable annual or Code, consisting of sections 1471 through 1474 of the periodical gains, profits, or income. This tax is imposed on Code and commonly referred to as "FATCA" or the gross amount paid and is generally collected by "chapter 4." Under chapter 4, participating foreign withholding under section 1441 or 1442 on that amount. A financial institutions (FFIs) and certain registered payment is considered to have been made whether it is deemed-compliant FFIs are generally required to identify made directly to the beneficial owner or to another person their U.S. account holders, regardless of whether a for the benefit of the beneficial owner. payment subject to withholding is made to the account. In Foreign persons are also subject to tax at graduated January 2013, final regulations were published that rates on income they earn that is considered effectively provide due diligence, withholding, and reporting rules for connected with a U.S. trade or business. If a foreign both U.S. withholding agents and FFIs under chapter 4. person invests in a partnership that conducts a U.S. trade Additional temporary and proposed regulations were or business, the foreign person is considered to be published in March 2014 providing updated rules under engaged in a U.S. trade or business. The partnership is chapter 4 as well as guidance coordinating chapter 4 with required to withhold tax under section 1446 on the foreign chapters 3 and 61. U.S. withholding agents and FFIs will person's distributive share of the partnership's effectively be required to begin withholding on withholdable connected taxable income. payments for chapter 4 purposes beginning on July 1, 2014. If you receive certain types of income, you must provide Form W-8EXP to: This form, along with Form W-8BEN, W-8ECI, and • Establish that you are not a U.S. person, W-8lMY, has been updated to reflect the documentation requirements of chapter 4. In particular, this Form • Claim that you are the beneficial owner of the income W-8EXP is now used by a foreign government or other for which Form W-8EXP is given, and organization claiming the applicability of section(s) 115(2), • Claim a reduced rate of, or exemption from, withholding 501(c), 892, 895, or 1443(b) to certify its exemption under as a foreign government, international organization, the applicable code provision for chapter 3 purposes and foreign central bank of issue, foreign tax-exempt certify to its chapter 4 status when receiving a organization, foreign private foundation, or government of withholdable payment or to document its status as an a U.S. possession. account holder of a participating FFI or registered In general, payments to a foreign government deemed-compliant FFI. (including a foreign central bank of issue wholly-owned by However, a foreign government or other organization a foreign sovereign) from investments in the United States claiming treaty benefits for income which is not subject to in stocks, bonds, other domestic securities, financial one of these statutory exemptions should use Form instruments held in the execution of governmental W-8BEN-E instead of this form. Such an entity financial or monetary policy, and interest on deposits in documenting only its status for chapter 4 purposes may banks in the United States are exempt from tax under also provide Form W-8BEN-E instead of this form. section 892 and exempt from withholding under sections 1441 and 1442. Payments other than those described A foreign government or other organization that fails to above, including income derived in the U.S. from the provide this form (or other applicable certification form) conduct of a commercial activity, income received from a when requested may be treated as a nonparticipating FFI controlled commercial entity (including gain from the Apr 29, 2014 Cat. No. 25903G EFTA01122005 disposition of any interest in a controlled commercial central bank of issue, foreign tax-exempt organization, entity), and income received by a controlled commercial foreign private foundation, or govemment of a U.S. entity, do not qualify for exemption from tax under section possession exempt from withholding at the 30% rate (or, 892 or exemption from withholding under sections 1441 where appropriate, subject to withholding at a 4% rate). and 1442. See Temporary Regulations section 1.892-3T. Provide Form W-8EXP to the withholding agent or In addition, certain distributions to a foreign govemment payer before income is paid, credited, or allocated to you. from a real estate investment trust (REIT) may not be Failure by a beneficial owner to provide a Form W-8EXP eligible for relief from withholding and may be subject to when requested may lead to withholding at the 30% rate, withholding at 35% of the gain realized. For the definition the backup withholding rate, or the rate applicable under of "commercial activities," see Temporary Regulations section 1446. section 1.892-4T. In addition to the requirements of chapter 3, chapter 4 Amounts allocable to a foreign person from a requires withholding agents to identify chapter 4 status of partnership's trade or business in the United States are payees receiving withholdable payments to determine considered derived from a commercial activity in the whether withholding applies under chapter 4. Under United States. The partnership's net effectively connected chapter 4, certain foreign govemments, foreign central taxable income is subject to withholding under section banks, intemational organizations, and foreign entities 1446. described in section 501(c) (other than an insurance In general, payments to an international organization company described in section 501(c)(15)) are not subject from investment in the United States in stocks, bonds and to withholding under chapter 4. A withholding agent may other domestic securities, interest on deposits in banks in request this Form W-8EXP to establish your chapter 4 the United States, and payments from any other source status and avoid withholding. within the United States are exempt from tax under Chapter 4 also requires participating FFIs and certain section 892 and exempt from withholding under sections registered deemed-compliant FFIs to document entity 1441 and 1442. See Temporary Regulations section account holders in order to determine their chapter 4 1.892-6T. Payments to a foreign central bank of issue status regardless of whether withholding applies to any (whether or not wholly owned by a foreign sovereign) or to payments made to the entities. If you maintain an account the Bank for International Settlements from obligations of with an FFI and have a chapter 4 status shown in Part I, the United States or of any agency or instrumentality line 4 of this form, provide this Form W-8EXP when thereof, or from interest on deposits with persons carrying requested by the FFI in order to document your chapter 4 on the banking business, are also generally exempt from status. tax under section 895 and exempt from withholding under sections 1441 and 1442. In addition, payments to a Additional information. For additional information and foreign central bank of issue from bankers' acceptances instructions for the withholding agent, see the Instructions are exempt from tax under section 871(i)(2)(C) and for the Requester of Forms W-8BEN, W-8BEN-E, exempt from withholding under sections 1441 and 1442. W-8ECI, W-8EXP, and W-8IMY. Effectively connected income or gain from a partnership Who must file. You must give Form W-8EXP to the conducting a trade or business in the United States may withholding agent or payer if you are a foreign be subject to withholding under section 1446. govemment, international organization, foreign central Payments to a foreign tax-exempt organization of bank of issue, foreign tax-exempt organization, foreign certain types of U.S. source income are also generally private foundation, or govemment of a U.S. possession exempt from tax and exempt from withholding. Gross receiving a withholdable payment or receiving a payment investment income of a foreign private foundation, subject to chapter 3 withholding, or are such an entity however, is subject to withholding under section 1443(b) maintaining an account with an FFI requesting this form. at a rate of 4%. Effectively connected income or gain from Do not use Form W-8EXP if: a partnership conducting a trade or business in the United • You are not a foreign government, international States may be subject to withholding under section 1446. organization, foreign central bank of issue, foreign tax-exempt organization, foreign private foundation, or Payments to a government of a possession of the govemment of a U.S. possession receiving amounts United States are generally exempt from tax and subject to withholding under chapter 3 claiming the withholding under section 115(2). applicability of section 115(2), 501(c), 892, 895, or To establish eligibility for exemption from 30% tax and 1443(b). Instead, provide Form W-8BEN-E, Certificate of withholding for chapter 3 purposes under sections 892, Status of Beneficial Owner for United States Tax 895, 501(c), or 115(2), a foreign government, international Withholding and Reporting (Entities), or Form W-8ECI, organization, foreign central bank of issue, foreign Certificate of Foreign Person's Claim That Income Is tax-exempt organization, foreign private foundation, or Effectively Connected With the Conduct of a Trade or govemment of a U.S. possession must provide a Form Business in the United States. For example, if you are a W-8EXP to a withholding agent or payer with all foreign tax-exempt organization claiming a benefit under necessary documentation. The withholding agent or payer an income tax treaty, provide Form W-8BEN-E. of the income may rely on a properly completed Form • You are receiving withholdable payments from a W-8EXP to treat the payment, credit, or allocation withholding agent requesting this form and you do not associated with the Form W-8EXP as being made to a have a chapter 4 status identified in Part I, line 4 of this foreign government, international organization, foreign form. -2- Instructions for Form W-8E/CP (Rev.4-2014) EFTA01122006 • You are acting as an intermediary (that is, acting not for receives from obligations of the United States (or of any your own account, but for the account of others as an agency or instrumentality thereof) or from interest on agent, nominee, or custodian). Instead, provide Form deposits with persons carrying on the banking business W-RIMY, Certificate of Foreign Intermediary, Foreign unless such obligations or deposits are held for, or used in Flow-Through Entity, or Certain U.S. Branches for United connection with, the conduct of commercial banking States Tax Withholding and Reporting. functions or other commercial activities of the foreign • You are receiving income that is effectively connected central bank of issue. with the conduct of a trade or business in the United Amounts exempt from tax under section 892. Only a States. Instead, provide Form W-8ECI. foreign government or an international organization as • You are a tax-exempt organization receiving unrelated defined below qualifies for exemption from taxation under business taxable income subject to withholding under section 892. Section 892 generally excludes from gross section 1443(a). Instead, provide Form W-8BEN-E or income and exempts from U.S. taxation income a foreign Form W-8ECI (as applicable) for this portion of your govemment receives from investments in the United income. States in stocks, bonds, or other domestic securities; • You are a foreign partnership, a foreign simple trust, or financial instruments held in the execution of a foreign grantor trust. Instead, provide Form W-8ECI or govemmental financial or monetary policy; and interest on Form W-81MY. However, a foreign grantor trust is required deposits in banks in the United States of monies to provide documentation of its grantor or other owner for belonging to the foreign government. Income of a foreign purposes of section 1446. See Regulations section govemment from any of the following sources is not 1.1446-1. exempt from U.S. taxation. Giving Form W-8EXP to the withholding agent. Do • The conduct of any commercial activity. not send Form W-8EXP to the IRS. Instead, give it to the • A controlled commercial entity. person who is requesting it from you. Generally, this • The disposition of any interest in a controlled person will be the one from whom you receive the commercial entity. For the definition of "commercial payment, who credits your account, or a partnership that activity," see Temporary Regulations section 1.892-4T. allocates income to you. Generally, a separate Form Section 892 also generally excludes from gross income W-8EXP must be given to each withholding agent. and exempts from U.S. taxation income of an international Give Form W-8EXP to the person requesting it before organization received from investments in the United the payment is made, credited, or allocated to you or your States in stocks, bonds, or other domestic securities and account. If you do not provide this form, the withholding interest on deposits in banks in the United States of agent may have to withhold tax at the chapter 3 or monies belonging to the international organization or from chapter 4 rate 30%, the backup withholding rate any other source within the United States. (determined under section 3406), or the rate applicable Amounts subject to withholding. Generally, an amount under section 1446. If you receive more than one type of subject to chapter 3 withholding is an amount from income from a single withholding agent, the withholding sources within the United States that is fixed or agent may require you to submit a Form W-8EXP for each determinable annual or periodical (FDAP) income. FDAP different type of income. income is all income included in gross income, including Change in circumstances. If a change in circumstances interest (as well as OID), dividends, rents, royalties, and makes any information on the Form W-8EXP you have compensation. FDAP income does not include most gains submitted incorrect, you must notify the withholding agent from the sale of property (including market discount and within 30 days of the change in circumstances and you option premiums), as well as other specific items of must file a new Form W-8EXP or other appropriate form. income described in Regulations section 1.1441-2 (such as interest on bank deposits and short-term OID). Expiration of Form W-8EXP. Generally, a Form W-8EXP remains in effect indefinitely until a change of For purposes of section 1446, the amount subject to circumstances makes any information provided on the withholding is the foreign partner's share of the form incorrect. In some cases, however, Form W-8EXP partnership's effectively connected taxable income. will remain valid only for a period starting on the date the Generally, an amount subject to chapter 4 withholding form is signed and ending on the last day of the third is an amount of U.S. source FDAP income that is also a succeeding calendar year. For example, a Form W-8EXP withholdable payment as defined in Regulations section provided on February 15, 2015 by a controlled entity of a 1.1473-1(a) to which an exception does not apply under foreign government would be subject to the three-year chapter 4. The exemptions from withholding or taxation validity period and thus would expire on December 31, provided for under chapter 3 are not applicable when 2018 for chapter 3 purposes. For more exceptions to the determining whether withholding applies under chapter 4. indefinite validity period, see Regulations section For exceptions applicable to the definition of a 1.1441-1(e)(4)(ii) for chapter 3 purposes and Regulations withholdable payment, see Regulations section section 1.1471-3(c)(6)(ii) for chapter 4 purposes. 1.1473-1(a)(4) (exempting, for example, certain nonfinancial payments). Definitions Beneficial owner. For payments other than those for Amounts exempt from tax under section 895. Section which a reduced rate of, or exemption from, withholding is 895 generally excludes from gross income and exempts claimed under an income tax treaty, the beneficial owner from U.S. taxation income a foreign central bank of issue of income is generally the person who is required under Instructions for Form W-8EXP (Rev.4-2014) -3- EFTA01122007 U.S. tax principles to include the payment in gross income (whether within or outside the United States) if the foreign on a tax return. A person is not a beneficial owner of government holds: income, however, to the extent that person is receiving the • Any interest in the entity that is 50% or more of the total income as a nominee, agent, or custodian, or to the extent of all interests in the entity, or the person is a conduit whose participation in a • A sufficient interest or any other interest in the entity transaction is disregarded. In the case of amounts paid which provides the foreign government with effective that do not constitute income, beneficial ownership is practical control of the entity. determined as if the payment were income. An entity includes a corporation, a partnership, a trust Foreign partnerships, foreign simple trusts, and foreign (including a pension trust) and an estate. A partnership's grantor trusts are not the beneficial owners of income paid commercial activities are attributable to its general and to the partnership or trust. The beneficial owners of limited partners for purposes of determining whether the income paid to a foreign partnership are generally the partner is a controlled commercial entity for purposes of partners in the partnership, provided that the partner is not section 892. The partnership's activities will result in the itself a partnership, foreign simple or grantor trust, partnership having to withhold tax under section 1446 on nominee or other agent. The beneficial owners of income commercial income that is the effectively connected paid to a foreign simple trust (that is, a foreign trust that is taxable income allocable to a foreign government partner. described in section 651(a)) are generally the Note. A foreign central bank of issue will be treated as beneficiaries of the trust, if the beneficiary is not a foreign a controlled commercial entity only if it engages in partnership, foreign simple or grantor trust, nominee or commercial activities within the United States. other agent. The beneficial owners of income paid to a foreign grantor trust (that is, a foreign trust to the extent Chapter 4 status. The term chapter 4 status means a that all or a portion of the income of the trust is treated as person's status as a U.S. person, specified U.S. person, owned by the grantor or another person under sections foreign individual, participating FFI, deemed-compliant 671 through 679) are the persons treated as the owners of FFI, restricted distributor, exempt beneficial owner, the trust. The beneficial owners of income paid to a nonparticipating FFI, territory financial institution, foreign complex trust (that is, a foreign trust that is not a excepted NFFE, or passive NFFE. See Regulations foreign simple trust or foreign grantor trust) is the trust section 1.1471-1(b) for the definitions of these terms. itself. Deemed-compliant FFI. Under section 1471(b)(2), The beneficial owner of income paid to a foreign estate certain FFIs are deemed to comply with the regulations is the estate itself. under chapter 4 without the need to enter into an FFI These beneficial owner rules apply primarily for agreement with the IRS. However, certain purposes of withholding under sections 1441 and 1442. deemed-compliant FFIs are required to register with the The rules also generally apply for purposes of section IRS and obtain a Global Intermediary Identification Number (GIIN). These FFIs are referred to as registered 1446, with a few exceptions. See Regulations section deemed-compliant FFIs. See Regulations section 1.1446-1 for instances where the documentation 1.1471-5(f). requirements of sections 1441 and 1442 differ from section 1446. Exempt beneficial owner. An exempt beneficial owner means a person that is described in Regulations section Chapter 3. Chapter 3 means Chapter 3 of the Internal Revenue Code (Withholding of Tax on Nonresident Aliens 1.1471-6 and includes a foreign government, a political and Foreign Corporations). Chapter 3 contains sections subdivision of a foreign government, a wholly owned 1441 through 1464. instrumentality or agency of a foreign government or governments, an international organization, a wholly Chapter 4. Chapter 4 means Chapter 4 of the Internal owned agency or instrumentality of an international Revenue Code (Taxes to Enforce Reporting on Certain organization, a foreign central bank of issue, a Foreign Accounts). Chapter 4 contains sections 1471 government of a U.S. possession, certain retirement through 1474. funds, and certain entities wholly owned by one or more Commercial activities. For purposes of chapter 4, exempt beneficial owners. In addition, an exempt commercial activities are financial activities of a type beneficial owner includes any person treated as an engaged in by an insurance company, custodial exempt beneficial owner under an applicable Model 1 IGA institution, or depository institution (including the act of or Model 2 IGA. accepting deposits). An exempt beneficial owner will not Financial institution. A financial institution generally be considered exempt for chapter 4 purposes with means an entity that is a depository institution, custodial respect to payments derived from an obligation held in institution, investment entity, or an insurance company (or connection with a commercial financial activity. See holding company of an insurance company) that issues Regulations section 1.1471-6(h), including limitations on cash value insurance or annuity contracts. See the scope of a commercial financial activity. For purposes Regulations section 1.1471-5(e). of chapter 3, commercial activities are described in Foreign central bank of issue. A foreign central bank of Temporary Regulations section 1.892-4T. issue is a bank that is by law or government sanction the Controlled commercial entity. A controlled commercial principal authority, other than the government itself, to entity is an entity engaged in commercial activities issue instruments intended to circulate as currency. Such described in Temporary Regulations section 1.892-4T a bank is generally the custodian of the banking reserves of the country under whose law it is organized. The Bank Instructions for Form W-8EXP (Rev.4-2014) EFTA01122008 of International Settlements is treated as though it were a treated as having in effect a Model 1 or Model 2 IGA, see foreign central bank of issue. "List of Jurisdictions" available at www.irs.gov/fatca. A foreign central bank of issue must provide Form A Model 1 IGA means an agreement between the W-8EXP to establish eligibility for exemption from United States or the Treasury Department and a foreign withholding for payments exempt from tax under either govemment or one or more agencies to implement section 892 or section 895. FATCA through reporting by FFIs to such foreign govemment or agency thereof, followed by automatic Foreign financial institution (FFI). A foreign financial exchange of the reported information with the IRS. An FFI institution (FFI) generally means a foreign entity that is a financial institution. in a Model 1 IGA jurisdiction that performs account reporting to the jurisdiction's government is referred to as Foreign person. A foreign person includes a a reporting Model 1 FFI. nonresident alien individual, foreign corporation, foreign A Model 2 IGA means an agreement or arrangement partnership, foreign trust, foreign estate, foreign between the U.S. or the Treasury Department and a government, international organization, foreign central foreign government or one or more agencies to implement bank of issue, foreign tax-exempt organization, foreign FATCA through reporting by FFIs directly to the IRS in private foundation, or govemment of a U.S. possession, accordance with the requirements of an FFI agreement, and any other person that is not a U.S. person. It also supplemented by the exchange of information between includes a foreign branch or office of a U.S. financial such foreign govemment or agency thereof and the IRS. institution or U.S. clearing organization if the foreign An FFI in a Model 2 IGA jurisdiction that has entered into branch is a qualified intermediary. Generally, a payment to an FFI agreement is a participating FFI, but may be a U.S. branch of a foreign person is a payment to a foreign referred to as a reporting Model 2 FFI. person. International organization. For purposes of chapter 3, Foreign government. For chapter 3 purposes, a foreign an international organization is any public international govemment includes only the integral parts or controlled organization entitled to enjoy privileges, exemptions, and entities of a foreign sovereign as defined in Temporary immunities as an intemational organization under the Regulations section 1.892-2T. Similar definitions apply for International Organizations Immunities Act (22 U.S.C. chapter 4 purposes under Regulations section 288-288(f)). In general, to qualify as an international 1.1471-6(b). organization, the United States must participate in the An integral part of a foreign sovereign, in general, is organization pursuant to a treaty or under the authority of any person, body of persons, organization, agency, an Act of Congress authorizing such participation. bureau, fund, instrumentality, or other body, however Any organization that qualifies as an international designated, that constitutes a governing authority of a organization under chapter 3 also qualifies as an foreign country. The net eamings of the governing international organization under chapter 4. authority must be credited to its own account or to other accounts of the foreign sovereign, with no portion For purposes of chapter 4, an intemational organization benefiting any private person. also includes any intergovernmental or supranational organization that is comprised primarily of foreign A controlled entity of a foreign sovereign is an entity govemments, that is recognized as an intergovernmental that is separate in form from the foreign sovereign or or supranational organization under a foreign law similar otherwise constitutes a separate juridical entity only if: to 22 U.S.C. 288-288(f) or that has in effect a • It is wholly owned and controlled by the foreign headquarters agreement with a foreign government, and sovereign directly or indirectly through one or more whose income does not inure to the benefit of private controlled entities. persons. • It is organized under the laws of the foreign sovereign by which it is owned. Participating FFI. A participating FFI is an FFI (including • Its net earnings are credited to its own account or to a reporting Model 2 FFI ) that has agreed to comply with other accounts of the foreign sovereign, with no portion of the terms of an FFI agreement. The term participating FFI its income benefiting any private person. also includes a QI branch of a U.S. financial institution, • Its assets vest in the foreign sovereign upon unless such branch is a reporting Model 1 FFI. dissolution. Specified U.S. person. A specified U.S. person is any A controlled entity of a foreign sovereign also includes U.S. person other than a person identified in Regulations a pension trust defined in Temporary Regulations section section 1.1473-1(c). 1.892-2T(c) and may include a foreign central bank of Substantial U.S. owner. A substantial U.S. owner (as issue to the extent that it is wholly owned by a foreign described in Regulations section 1.1473-1(b)) means any sovereign. specified U.S. person that: A foreign govemment must provide Form W-8EXP to • Owns, directly or indirectly, more than 10 percent (by establish eligibility for exemption from withholding for vote or value) of the stock of any foreign corporation; payments exempt from tax under section 892 or for • Owns, directly or indirectly, more than 10 percent of the purposes of establishing its status as an exempt beneficial profits interests or capital interests in a foreign owner. partnership; Intergovernmental agreement (IGA). An IGA means a • Is treated as an owner of any portion of a foreign trust Model 1 IGA or a Model 2 IGA. For a list of jurisdictions under sections 671 through 679; or Instructions for Form W-80(11(Rev.4-2014) -5- EFTA01122009 • Holds, directly or indirectly, more than a 10 percent For certain chapter 4 statuses, you are required beneficial interest in a trust. to complete an additional fine on this form certifying that you meet the conditions of the Territory financial institution. The term territory status indicated on fine 4 (as defined under Regulations financial institution means a financial institution that is section 1.1471-5 or 1.1471-6 or an applicable IGA). Make incorporated or organized under the laws of any U.S. sure you complete the requiredportion of this form before territory. However, an investment entity that is not also a signing andproviding it to the withholding agent. depository institution, custodial institution, or specified insurance company is not a territory financial institution. If you do not certify as to your chapter 4 status, Withholdable payment. The term withholdable payment means an amount subject to withholding for purposes of A CAL) 0 this Form W-8EXP will not be valid for purposes of chapter 4 ifyou receive a withholdable chapter 4 as described in "Amounts subject to payment at any time in the future. For example, if you do withholding," earlier. Also see Regulations section not certify as to your chapter 4 status because the only 1.1473-1(a) for the definition of withholdable payment. payments you receive from the withholding agent are with respect to grandfathered obligations described in Withholding agent. Any person, U.S. or foreign, that has Regulations section 1.1471-2(b), then you will be required control, receipt, custody, disposal, or payment of U.S. to resubmit Form W-8EXP and certify to your chapter 4 source FDAP income subject to chapter 3 or 4 withholding status if you receive a withholdable payment in the future. is a withholding agent. The withholding agent may be an You may consider certifying to your chapter 4 status even individual, corporation, partnership, trust, association, or ifnot required in order to avoid resubmitting Form any other entity, including (but not limited to) any foreign W-8EXP to the withholding agent See "Expiration ofForm intermediary, foreign partnership, and U.S. branches of W-8EXP," earlier. certain foreign banks and insurance companies. Line 5. The permanent address of a foreign government, Specific Instructions international organization, or foreign central bank of issue is where it maintains its principal office. For all other Part I — Identification of Beneficial organizations, the permanent address is the address in the country where the organization claims to be a resident Owner for tax purposes. Do not show the address of a financial Before completing Part I, complete the Worksheet for institution, a post office box, or an address used solely for Foreign Govemments, International Organizations, and mailing purposes unless such address is the only Foreign Central Banks of Issue, later, to determine permanent address you use and it appears as your whether amounts received are or will be exempt from U.S. registered address in your organizational documents. tax under section 892 or 895 and exempt from withholding Line 6. Enter the mailing address only if it is different from under sections 1441 and 1442. Use the results of this the address shown on line 5. worksheet to check the appropriate box on line 3 and in Part II. Do not give the worksheet to the withholding agent. Line 7. A U.S. taxpayer identification number (TIN) Instead, keep it for your records. means an employer identification number (EIN). A U.S. TIN is generally required if you are claiming an exemption Line 1. Enter the full name of the organization. or reduced rate of withholding based solely on your claim Line 2. Enter the country under the laws of which the of tax-exempt status under section 501(c) or private foreign government or other foreign organization was foundation status. Use Form SS-4, Application for created, incorporated, organized, or governed. Employer Identification Number, to obtain an EIN. Line 3. Check the one box that applies. A foreign central Line 8a. If the organization has registered with the IRS as bank of issue (wholly owned by a foreign sovereign) a participating FFI (including a reporting Model 2 FFI), should check the "Foreign government" box. If you are a registered deemed-compliant FFI, (including a reporting foreign private foundation, you should check the "foreign Model 1 FFI ), direct reporting NFFE, check the box for private foundation" box rather than the "foreign "GIIN" and provide your GIIN. For payments made prior to tax-exempt organization" box. January 1, 2015, a Form W-8EXP provided by a reporting Line 4. Check the one box that applies to your chapter 4 Model 1 FFI need not contain a GIIN. For payments made status (if necessary). You are required to provide a prior to January 1, 2016, a sponsored direct reporting chapter 4 status if you are the payee of a withholdable NFFE may provide the GIIN of its sponsoring entity. payment or hold an account with an FFI requesting this Line 8b. If the organization has been issued a tax form. See Regulations section 1.1471-3(a) for the identification number in its country of residence, enter it definition of a payee for purposes of chapter 4. By here. checking a box on this line, you are representing that you Line 9. This line may be used by the filer of Form qualify for this classification and, if you are claiming a W-8EXP or by the withholding agent to whom it is status as an exempt beneficial owner, that you are the provided to include any referencing information that is beneficial owner of the payments to which this form necessary or useful to the withholding agent in carrying relates for purposes of chapter 4. out its obligations. For example, a filer may use line 9 to include the name and number of the account for which the filer is providing the form. -6- Instructions for Form W-8EXP (Rev.4-2014) EFTA01122010 Part II — Qualification Statement for Part III — Qualification Statement for Chapter 3 Status Chapter 4 Status You are not required to complete a chapter 3 You are not required to complete a chapter 4 qualification statement if you are submitting this qualification statement if you are not the payee of form to document your chapter 4 status and are a withholdable payment or are not an not receiving a payment that is subject to withholding accountholder holding an account with an FFIrequesting under chapter 3. However, in such a case, you may also this form. provide Form W-8BEN-E to document your chapter 4 status. Line 15. Check this box to indicate that you are treated as a nonreporting FFI under an applicable IGA (and as Line 10. All foreign governments claiming the defined in the IGA). You must identify the applicable IGA applicability of section 892 must check box 10a as well as by entering the name of the jurisdiction that has the box 10b or box 10c, whichever applies. Enter the name of applicable IGA in effect with the United States. You must the foreign sovereign's country on line 10b (if the entity is also provide the withholding agent with the class of entity an integral part of a foreign government) or on line 10c (if described in Annex II of the IGA applicable to your status. the entity is a controlled entity). A central bank of issue If you are an FFI treated as a registered (wholly owned by a foreign sovereign) should check deemed-compliant FFI under an applicable Model 2 IGA, box 10c. you must provide your GIIN in the space provided. Line 11. Check this box if you are an international Line 16. Check this box if you are a territory financial organization. By checking this box, you are certifying to all institution. By checking this box, you are certifying to the the statements made in line 11. statement in line 16. Line 12. Check this box if you are a foreign central bank Line 17. Check this box if you are a foreign government, of issue for purposes of chapter 3 (see definitions) not government of a U.S. possession, or foreign central bank wholly owned by a foreign sovereign. By checking this of issue as defined for purposes of chapter 4 (see box, you are certifying to all the statements made in Regulations section 1.1471-6). By checking this box, you line 12. are certifying to the statement made in line 17. Line 13. If you are a foreign tax-exempt organization, you Line 18. Check this box if you are an exempt retirement must attach a statement setting forth any income that is plan of a foreign government as defined for purposes of includible under section 512 in computing your unrelated chapter 4. By checking this box, you are certifying to all business taxable income. the statements made in line 18. Box 13a. Check this box if you have been issued a Line 19. Check this box if you are a 501(c) organization determination letter by the IRS. Enter the date of the IRS other an insurance company described in section 501(c) determination letter. (15). By checking this box, you are certifying to the Box 13b. Check this box it you do not have an IRS statement made in line 19. determination letter, but are providing an opinion of U.S. counsel concluding that you are an organization Line 20. Check box 20a if you are passive NFFE. If you described in section 501(c). do not have any substantial U.S. owners, check box 20b. Box 13c. If you are a section 501(c)(3) organization, If you have any substantial U.S. owners, you must provide check this box if you are not a private foundation. You a statement providing the information set forth on line 20c. must attach to the withholding certificate an affidavit Line 21. Check box 21 if you are a sponsored direct setting forth sufficient facts concerning your operations reporting NFFE. Provide the name of your sponsoring and support to enable the IRS to determine that you would entity in the space provided. By checking this box, you are be likely to qualify as an organization described in section certifying to the statements made in line 21. 509(a)(1), (2), (3), or (4). See Rev. Proc. 92-94, 1992-2 C.B. 507, section 4, for information on affidavit Part IV - Certification preparation of foreign equivalents of domestic public Form W-8EXP must be signed and dated by an charities. authorized official of the foreign government, international Box 13d. Check this box if you are a section 501(c)(3) organization, foreign central bank of issue, foreign organization and you are a private foundation described in tax-exempt organization, foreign private foundation, or section 509. government of a U.S. possession, as appropriate. By signing Form W-8EXP, the authorized representative, Line 14. Check this box if you are a government of a U.S. officer, or agent also agrees to provide a new form within possession. By checking this box you are certifying to the 30 days following a change in circumstances that makes statements made in line 14. any certification made on the form incorrect (unless no future payments will be made to the organization by the withholding agent). The authorized representative, officer, or agent must also check the box to certify that he or she has the capacity to sign for the organization. Instructions for Form W-8EXP (Rev.4-2014) -7- EFTA01122011 average time is: Recordkeeping,6 hr., 42 min.; Learning Paperwork Reduction Act Notice. We ask for the about the law or the form, 5 hr.,18 min.; Preparing and information on this form to carry out the Internal Revenue providing the form, 8 hr., 2 min. laws of the United States. You are required to provide the information. We need it to ensure that you are complying If you have comments concerning the accuracy of with these laws and to allow us to figure and collect the these time estimates or suggestions for making this form right amount of tax. simpler, we would be happy to hear from you. You can You are not required to provide the information send us comments from www.irs.govIformspubs. Click on requested on a form that is subject to the Paperwork "More Information" and then on "Give us feedback". You Reduction Act unless the form displays a valid OMB can write to the Internal Revenue Service, Tax Forms and control number. Books or records relating to a form or its Publications, SE:W:CAR:MP:TFP, 1111 Constitution Ave. instructions must be retained as long as their contents NW, IR-6526, Washington, DC 20224. Do not send Form may become material in the administration of any Internal W-8EXP to this office. Instead, give it to your withholding Revenue law. Generally, tax returns and return agent. information are confidential, as required by section 6103. The time needed to complete and file this form will vary depending on individual circumstances. The estimated -8- Instructions for Form W-8EXP (Rev.4-2014) EFTA01122012 Keep for Your Records WORKSHEET FOR FOREIGN GOVERNMENTS, INTERNATIONAL ORGANIZATIONS, AND FOREIGN CENTRAL BANKS OFISSUE (Do not give to the withholding agent) Complete this worksheet to determine whether amounts received are or willbe exempt from United States tax under section 892 or section 895 and exempt from withholding under sections 1441and 1442. • Foreign governments and foreign central banks of issue, start with question 1. • International organizations, go directly to question 6. FOREIGN GOVERNMENT Yes No 1a Is the foreign government an integral part of a foreign sovereign (see Definitions)? O O (If "Yes," go to question 4. If "No," answer question 1b.) b Is the foreign government a controlled entity of a foreign sovereign (see Definitions)? O O (If "Yes," answer question 2a. If "No," go to question 7a.) 2 a Is the controlled entity a foreign central bank of issue (see Definitions)? O O (If "Yes," answer question 2b. If "No," go to question 3.) b Is the foreign central bank of issue engaged in commercial activities within the United States? O O (If "Yes," answer question la. If "No," go to question 4.) 3 Is the controlled entity engaged in commercial activities anywhere in the world? O O (If "Yes," income is not exempt from tax under section 892 and may be subject to withholding. Do not complete Form W-8EXP for such income. Instead, complete Form W-8BEN-E or W-8ECI. If No," answer question 4.) 4 Does the foreign government or foreign central bank of issue (wholly owned by the foreign sovereign) receive income directly or indirectly from any controlled commercial entities or income derived from the disposition of any interest in a controlled commercial entity (see Definitions)? O O (If "Yes," income is not exempt from tax under section 892 and may be subject to withholding. Do not complete Form W-8EXP for such income. Instead, complete Form W-8BEN-E or W-8ECI. If No," answer question 5.) 5 Is any of the income received by the foreign government or foreign central bank of issue (wholly owned by the foreign sovereign) from sources other than investments in the United States in stocks, bonds, other domestic securities (as defined in Temporary Regulations section 1.892-31(a)(3)), financial instruments held in the execution of governmental- financial or monetary policy (as defined in Temporary Regulations section 1.892-3T(a)(4) and (a)(5)), or interest on deposits in banks in the United States? O O (If "Yes," income is not exempt from tax under section 892 and may be subject to withholding. Do not complete Form W-8EXP for such income. Instead, complete Form W-8BEN-E or W-8ECI. If No," check the appropriate box on line 10 of Form W-8EXP.) INTERNATIONAL ORGANIZATION Yes No 6 Is the international organization an organization in which the United States participates pursuant to any treaty or under an Act of Congress authorizing such participation and to which the President of the United States has issued an Executive Order entitling the organization to enjoy the privileges, exemptions, and immunities provided under the International Organization Immunities Act (22 U.S.C. 288, 288e, 2880? O O (If "Yes," check the box on line 11 of Form W-8EXP. If "No," income may be subject to withholding. Do not complete this form for such income. Instead, complete Form W-BBEN-E or W-8ECI.) FOREIGN CENTRAL BANK OF ISSUE Yes No 7 a Is the entity, whether wholly or partially owned by the foreign sovereign, a foreign central bank of issue? O O (If "Yes," answer question 7b. If "No," income is not exempt from tax under section 895 and may be subject to withholding. Do not complete Form W-8EXP for such income. Instead, complete Form W-8BEN-E or W-8ECI.) b Is the income received by the foreign central bank of issue from sources other than obligations of the United States (or any agency or instrumentality thereof) or from interest on deposits with persons carrying on the banking business? O O (If "Yes," income is not exempt from tax under section 895 and may be subject to withholding. Do not complete Form W-8EXP for such income. Instead, complete Form W-8BEN-E or W-8ECI. If No," answer question 7c.) c Are the obligations of the United States (or any agency or insbumentality thereof) or bank deposits owned by the foreign central bank of issue held for, or used in connection with, the conduct of commercial banking functions or other commercial activities by the foreign central bank of issue? O O (If "Yes," income is not exempt from tax under section 895 and may be subject to withholding. Do not complete Form W-8EXP for such income. Instead, complete Form W-8BEN-E or W-8ECI. If No," check the box on line 12 of Form W-8EXP.) -9- EFTA01122013 Porn,W-8IMY Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding and Reporting (Rev. Apnl 201e) ► Section references are to the Internal Revenue Code. OMB No. 1545.1621 Deparbnent of the Treasury ► Information about Form W-8IMY and its separate instructions is at www.irs.govilomnv8imy. Internal Revenue Sevice ► Give this form to the withholding agent or payer. Do not send to the IRS. Do not use this form for Instead, use Form: • A benefioial owner solely claiming foreign status or treaty benefits W-8BEN or W-8BEN-E • A hybrid entity darting treaty benefits on its own behalf W-8BEN-E • A foreign person claiming that income is effectively connected with the conduct of a trade or business ki the United States W-8ECI • A disregarded entity with a single foreign owner that is the beneficial owner of the income to which this form relates. Instead. the single foreign owner should use W-8BEN. W-8ECI, or W-8BEN-E • A foreign government. ntemational organization. foreign central bank of issue. foreign tax-exempt organization. foreign private fandation. or government of a U.S. possession claiming the applicability of section(s) 115(2). 501(c). 892. 895. or 1443(b) W-8EXP • u.S. entity or U.S. citizen or resident W-9 • A foreign person documenting themselves for purposes of section 6050W W-8BEN. W-8BEN-E. or W-8ECI Part I Identification of Entity 1 Name of ndividual or organization that is acting as intermediary 2 Country of ncorporation or organization 3 Name of disregarded entity of applicable) 4 Chapter 3 Status: ❑ Qualified intermediary. Complete Part III. ❑ Withholding foreign trust. Complete Part VII. ❑ Nonqualified intermediary. Complete Part IV. ❑ Nonwithholding foreign partnership. Complete Part VIII. ❑ Territory financial institution. Complete Part V. ❑ Nonwithholding foreign simple trust. Complete Part VIII. ❑ U.S. branch. Complete Part VI. ❑ Nonwithholding foreign grantor trust. Complete Part VIII. ❑ Withholding foreign partnership. Complete Part VU. 5 Chapter 4 Status: ❑ Nonparticipating FFI (including a limited FFI or limited branch). ❑ Owner-documented FFI. Complete Part XI. Complete Part IX (If applicable). ❑ Restricted distributor. Complete Part XVI. ❑ Participating FFI. ❑ Foreign central bank of issue. Complete Part XVII. ❑ Reporting Model 1 FFI. ❑ Nonreporting IGA FFI. Complete Part XVIII. ❑ Reporting Model 2 FFI. ❑ Exempt retirement plans. Complete Part XIX. ❑ Registered deemed-compliant FFI (other than a reporting Model 1 FFI ❑ Excepted nonfinancial group entity. Complete Part )O(. or sponsored FFI that has not obtained a GUN). ❑ Excepted nonfinancial start-up company. Complete Part )O(l. ❑ Territory financial institution. Complete Part V. ❑ Excepted nonfinancial entity in liquidation or bankruptcy. ❑ Sponsored FFI that has not obtained a GIIN (other than a certified Complete Part XXII. deemed-compliant sponsored, closely held investment vehicle). ❑ Publicly traded NFFE or NFFE affiliate of a publicly traded Complete Part X. corporation. Complete Part XXIII. ❑ Certified deemed-compliant nomegistering local bank. Complete Part ❑ Excepted territory NFFE. Complete Part XXIV. XII. ❑ Active NFFE. Complete Part XXV. ❑ Certified deemed-compliant FFI with only low-value accounts. Complete Part XIII. ❑ Passive NFFE. Complete Part XXVI. ❑ Certified deemed-compliant sponsored, closely held investment ❑ Direct reporting NFFE. vehicle. Complete Part XIV. ❑ Sponsored direct reporting NFFE. Complete Part XXVII. ❑ Certified deemed-compliant limited life debt investment entity. Complete Part XV. Permanent residence address (street. apt. or suite no., or rural route). Do not use a MI. box or incare-of address (other than a registered address). City or town, state or province. Include postal code where appropriate. Country 7 Mailing address (If different from above) City or town, state or province. Include postal code where appropriate. Country 8 U.S. taxpayer identification number, if required ► ❑ GI-EIN ❑ WP-EIN ❑ WT-EIN O EIN O SSN or ITIN 9 GIIN (if applicable) 10 Reference number(s) (see Instructions) For Paperwork Reduction Act Notice, see separate Instructions. Cat. No. 25402O Form W-8IMY (Rev. 4-2014) EFTA01122014 Form W-NMY (Rev. 4-2014) Page 2 Disregarded Entity or Branch Receiving Payment (Complete only if disregarded entity or branch of an FFI in a country other than the FFI's country of residence.) 11 Chapter 4 Status (FATCA status) of disregarded entity or branch receiving payment. ❑ Limited branch. ❑ Reporting Model 1 FFI. ❑ U.S. Branch. ❑ Participating FFI. ❑ Reporting Model 2 FFI. 12 Address of branch (street. apt. or suite no., or rural route). Do not use a `tax or in-care-of address (other than a registered address). City or town, state or province. Include postal code where appropriate. Country 13 GIIN of any) ► Chapter 3 Status Certifications Part Ill Qualified Intermediary 14a ❑ (All qualified intermediaries check here) I certify that the entity identified in Part I (or branch. if relevant): • Is a qualified intermediary and is not acting for its own account with respect to the account(s) identified on line 10 or in a withholding statement associated with this form: and • Has provided or will provide a withholding statement, as required, for purposes of chapters 3 and 4 that is subject to the certifications made on this form. Cheek all that apply: b ❑ I certify that the entity identified in Part I of this form is not providing a withholding statement associated with this form because it assumes primary withholding responsibility for purposes of chapters 3 and 4. and either: • Primary Form 1099 reporting and backup withholding responsibility: or • Reporting responsibility as a participating FFI or registered deemed-compliant FFI with respect to accounts that it maintains and that are held by specified U.S. persons as permitted under Regulations sections 1.6049.4(c)(4)(1) or (c)(4)(ii) in lieu of Form 1099 reporting. • ❑ I certify that the entity identified in Part I of this form assumes primary withholding responsibility under chapters 3 and 4 with respect to payments made to each account identified on this line 14c (or on an attachment to this form) ► d ❑ I certify that the entity identified in Part I of this form assumes primary Form 1099 reporting and backup withholding responsibility with respect to payments made to each account identified on this line 14d or on an attachment to this form or reporting responsibility as a participating FFI or registered deemed-compliant FFI with respect to accounts that it maintains and that are held by specified U.S. persons as permitted under Regulations sections 1.6049.4(cX4)(i) or (c)(4)(h) in lieu of Form 1099 reporting ► e ❑ I certify that the entity identified in Part I of this form does NOT assume primary Form 1099 reporting and backup withholding responsibility and is using this form to transmit Forms W-9 with respect to each account(s) held by a U.S. non-exempt recipient identified on this line 14e or in a withholding statement associated with this form ► If the entity identified on Part I of this form has allocated or will allocate a portion of a payment to a chapter 4 withholding rate pool of U.S. payees on a withholding statement associated with this form (check all that apply): (I) ❑ I certify that the entity meets the requirements of Regulations section 1.6049-4(c)(4)(Iii) with respect to any account holder of an account it maintains that is included in a withholding rate pool of U.S. payees provided on a withholding statement associated with this form. Op ❑ To the extent the entity is providing a withholding statement that includes a chapter 4 withholding rate pool of U.S. payees that are accountholders of an intermediary or flow-through entity receiving a payment from the entity identified on line 1. I certify that the entity on line 1 has obtained or will obtain documentation sufficient to establish each such intermediary or flow- through entity's status as a participating FFI. registered deemed-compliant FFI, or FFI that is a qualified intermediary. f ❑ I certify that the entity identified in Part I of this form is acting as Qualified Securities Lender with respect to payments associated with this form that are U.S. source substitute dividends received from the withholding agent. Part IV Nonqualified Intermediary Check all that apply: 15a ❑ (All nonquatified intermediaries and qualified intermediaries that are not acting in their capacity as such check here) I certify that the entity identified in Part I of this form is not acting as a qualified intermediary with respect to each account(s) for which this form is provided and is not acting for its own account. b ❑ I certify that the entity identified in Part I of this form is using this form to transmit withholding certificates and/or other documentation and has provided. or will provide, a withholding statement, as required. • ❑ I certify that the entity identified in Part I of this form meets the requirements of Regulations section 1.6049-4(c)(4)(0 with respect to any account holder of an account it maintains that is included in a withholding rate pool of U.S. payees provided on a withholding statement associated with this form. d ❑ I certify that the entity identified in Part I of this form is acting as a Qualified Securities Lender with respect to payments associated with this form that are U.S. source substitute dividends received from the withholding agent. Form W-RIMY (Rev. 4-2014) EFTA01122015 Form W-NMY (Ftev. 4-2014) Pop 3 Territory Financial Institution 16 a 0 I certify that the entity identified in Part I is a financial institution (other than an investment entity that Is not also a depository institution, custodial institution, or specified insurance company) that is incorporated or organized under the laws of a possession of the United States. Check whichever box applies: b 0 I further certify that the entity identified in Part I is using this form as evidence of its agreement with the withholding agent to be treated as a U.S. person for purposes of chapters 3 and 4 with respect to any payments associated with this withholding certificate. e 0 I further certify that the entity identified in Part I: • is using this form to transmit withholding certificates and/or other documentation for the persons for whom it receives a payment: and • Has provided or will provide a withholding statement, as required. Part VI Certain U.S. Branches 17 a 0 I certify that the entity identified in Part I is receiving payments that are not effectively connected with the conduct of a trade or business in the United States. Check whichever box applies: b 0 I certify that the entity identified in Part I is a U.S. branch of a foreign bank or insurance company described in Regulations section 1.1441-1(b)(2)(iv)(A) that is a participating FFI (including a reporting Model 2 FFI). registered deemed-compliant FFI (including a reporting Model 1 FFI). or NFFE that is using this form as evidence of its agreement with the withholding agent to be treated as a U.S. person with respect to any payments associated with this withholding certificate. e 0 I certify that the entity identified in Part I: • Is using this form to transmit withholding certificates and/or other documentation for the persons for whom the branch receives a payment: and • Has provided or will provide a withholding statement, as required. Part VII Withholding Foreign Partnership (WP) or Withholding Foreign Trust (WT) 18 0 I certify that the entity identified in Part I is a withholding foreign partnership or a withholding foreign trust that is compliant with the terms of its WP or WT agreement. Part VIII Nonwithholding Foreign Partnership, Simple Trust, or Grantor Trust 19 0 I certify that the entity Identified in Part I: • Is a nonwithholding foreign partnership, a nonwithholding foreign simple trust, or a nonwithholding foreign grantor trust and that the payments to which this certificate relates are not effectively connected, or are not treated as effectively connected, with the conduct of a trade or business in the United States: and • Is using this form to transmit withholding certificates and/or other documentation and has provided or will provide a withholding statement, as required for purposes of chapters 3 and 4, that is subject to the certifications made on this form. Chapter 4 Status Certifications Nonparticipating FFI with Exempt Beneficial Owners ❑ I certify that the entity identified in Part I is using this form to transmit withholding certificates and/or other documentation and has provided or will provide a withholding statement that indicates the portion of the payment allocated to one or more exempt beneficial owners. laja Sponsored FFI That Has Not Obtained a GIIN 21 a Name of sponsoring entity: IP Check whichever box applies. b 0 I certify that the entity identified in Part I: • Is an FFI solely because it is an investment entity: • Is not a Ol, WP. or WI: and • Has agreed with the entity identified above (that is not a nonparticipating FFI) to act as the sponsoring entity for this entity. c 0 I certify that the entity identified in Part I: • Is a controlled foreign corporation as defined in section 957(a): • Is not a Ol, WP. or WT: • Is wholly owned. directly or indirectly, by the U.S. financial institution identified above that agrees to act as the sponsoring entity for this entity: and • Shares a common electronic account system with the sponsoring entity (identified above) that enables the sponsoring entity to identify all account holders and payees of the entity and to access all account and customer information maintained by the entity including, but not limited to. customer identification information, customer documentation, account balance. and all payments made to account holders or payees. Form W-RIMY (Ftev. 4-2014) EFTA01122016 Form W-8IMY (Ftev. 4-2014) Page 4 Owner-Documented FFI Note. This status only applies if the U.S. financial institution. participating FFI. reporting Model 1 FFI, or reporting Model 2 FFI to which this form Is given has agreed that it will treat the FFI as an owner-documented FFI. The owner-documented FFI must make the certifications below. 22a ❑ I certify that the FFI identified in Part I: • Does not act as an intermediary: • Does not accept deposits in the ordinary course of a banking or similar business: • Does not hold, as a substantial portion of its business. financial assets for the account of others; • Is not an insurance company (or the holding company of an insurance company) that issues or is obligated to make payments with respect to a financial account: • Is not affiliated with an entity (other than an FFI that is also treated as an owner-documented FFI) that accepts deposits in the ordinary course of a banking or similar business, holds, as a substantial portion of its business, financial assets for the account of others, or is an insurance company (or the holding company of an insurance company) that issues or is obligated to make payments with respect to a financial account; and • Does not maintain a financial account for any nonparticipating FFI. Check whichever box applies: b ❑ I certify that the FFI identified in Part I: • Has provided. or will provide, an FFI owner reporting statement (Including any applicable owner documentation) that contains: (I) The name, address, TIN (if any). chapter 4 status, and type of documentation provided (if required) of every individual and specified U.S. person that owns a direct or indirect equity interest in the owner-documented FFI (looking through all entities other than specified U.S. persons): (II) The name, address. TIN (if any). chapter 4 status, and type of documentation provided Of required) of every individual and specified U.S. person that owns a debt interest in the owner-documented FFI (including any indirect debt interest, which includes debt interests in any entity that directly or indirectly owns the payee or any direct or indirect equity interest in a debt holder of the payee) that constitutes a financial account in excess of $50,000 (disregarding all such debt interests owned by participating FFIs. registered deemed-compliant FFIs. certified deemed compliant FFIs. excepted NFFEs. exempt beneficial owners, or U.S. persons other than specified U.S. persons): and OH) Any additional infonsation the withholding agent requests in order to fulfill its obligations with respect to the entity. o ❑ I certify that the FFI identified in Part I: • Has provided, or will provide, an auditor's letter. signed no more than four years prior to the date of payment, from an independent accounting firm or legal representative with a location in the United States stating that the firm or representative has reviewed the FFI's documentation with respect to all of its owners and debt holders identified in Regulations section 1.1471.3(d)(5)(iv)(A)(2) and that the FFI meets all the requirements to be an owner-documented FFI. The FFI identified in Part I has also provided, or will provide, an FFI owner reporting statement and Form W-9, with applicable waivers, as described in Regulations section 1.1471-3(d)(6)(N). Certified Deemed-Compliant Nonregistering Local Bank 23 ❑ I certify that the FFI identified in Part I: • Operates and Is licensed solely as a bank or credit union (or similar cooperative credit organization operated without profit) in its country of incorporation or organization; • Engages primarily in the business of receiving deposits from and making loans to, with respect to a bank, retail customers unrelated to such bank and. with respect to a credit union or similar cooperative credit organization, members, provided that no member has a greater than five percent interest in such credit union or cooperative credit organization: • Does not solicit account holders outside its country of organization: • Has no fixed place of business outside such country (for this purpose, a fixed place of business does not include a location that Is not advertised to the public and from which the FFI performs solely administrative support functions): • Has no more than $175 million in assets on its balance sheet and, if it is a member of an expanded affiliated group, the group has no more than $500 million in total assets on its consolidated or combined balance sheets: and • Does not have any member of its expanded affiliated group that is a foreign financial institution, other than a foreign financial institution that is incorporated or organized in the same country as the FFI identified in Part I and that meets the requirements set forth in this Part XII. Part XIII Certified Deemed-Compliant FFI with Only Low-Value Accounts 24 ❑ I certify that the FFI identified in Part I: • Is not engaged primarily in the business of investing, reinvesting, or trading in securities, partnership interests, commodities, notional principal contracts. insurance or annuity contracts, or any interest (Including a futures or forward contract or option) in such security, partnership interest, commodity, notional principal contract. insurance contract or annuity contract: • No financial account maintained by the FFI or any member of its expanded affiliated group. If any. has a balance or value in excess of $50,000 (as determined after applying applicable account aggregation rules); and • Neither the FFI nor the FFI's entire expanded affiliated group, if any, have more than $50 million in assets on its consolidated or combined balance sheet as of the end of its most recent accounting year. Form W-8IMY (Rev. 4-2014) EFTA01122017 Fomi W-8IMY (Rev. 4-2014) Page 5 Part XIV Certified Deemed-Compliant Sponsored, Closely Held Investment Vehicle 25a Name of sponsoring entity: ► b ❑ I certify that the FFI identified in Part I: • Is an FFI solely because it is an investment entity described in Regulations section 1.1471-5(e)(4): • Is not a CI. WP. or WT: • Will have all of its due diligence. withholding, and reporting responsibilities (determined as if the FFI were a participating FFI) fulfilled by the sponsoring entity identified in line 25a: and • Twenty or fewer individuals own all of the debt and equity interests in the entity (disregarding debt interests owned by U.S. financial institutions, participating FFIs. registered deemed-compliant FFIs. and certified deemed-compliant FFIs and equity interests owned by an entity that owns 100 percent of the equity interests in the FFI identified in Part I and is itself a sponsored FFI). Part XV Certified Deemed-Compliant Limited Life Debt Investment Entity 26 ❑ I certify that the FFI identified in Part I: • Was in existence as of January 17. 2013: • Issued all classes of its debt or equity interests to investors on or before January 17. 2013 pursuant to a trust indenture or similar agreement: and • Is certified deemed-compliant because it satisfies the requirements to be treated as a limited life debt investment entity (such as the restrictions with respect to its assets and other requirements under Regulations section 1.1471-4(0(2)(1v)). Part XVI Restricted Distributor 27a ❑ (All restricted distributors check here) I certify that the entity identified in Part I: • Operates as a distributor with respect to debt or equity interests of the restricted fund with respect to which this form is furnished; • Provides investment services to at least 30 customers unrelated to each other and less than half of its customers are related to each other: • Is required to perform AML due diligence procedures under the anti-money laundering laws of its country of organization (which is a FATF-compliant jurisdiction): • Operates solely in its country of incorporation or organization. has no fixed place of business outside of that country, and has the same country of incorporation or organization as all members of its affiliated group. if any: • Does not solicit customers outside its country of incorporation or organization: • Has no more than $175 million in total assets under management and no more than $7 million in gross revenue on its income statement for the most recent accounting year. • Is not a member of an expanded affiliated group that has more than $500 million in total assets under management or more than $20 million in gross revenue for its most recent accounting year on a combined or consolidated income statement: and • Does not distribute any debt or securities of the restricted fund to specified U.S. persons. passive NFFEs with one or more substantial U.S. owners. or nonparticipating FFIs. Check whichever box applies: I further certify that with respect to all sales of debt or equity interests in the restricted fund with respect to which this form is furnished that are made after December 31. 2011. the entity identified in Part I: b ❑ Has been bound by a distribution agreement that contained a general prohibition on the sale of debt or securities to U.S. entities and U.S. resident individuals and is currently bound by a distribution agreement that contains a prohibition of the sale of debt or securities to any specified U.S. person. passive NFFE with one or more substantial U.S. owners. or nonparticipating FFI. ❑ Is currently bound by a distribution agreement that contains a prohibition on the sale of debt or securities to any specified U.S. person, passive NFFE with one or more substantial U.S. owners. or nonparticipating FFI and. for all sales made prior to the time that such a restriction was included in its distribution agreement. has reviewed all accounts related to such sales in accordance with the procedures identified in Regulations section 1.1471-4(c) applicable to preexisting accounts and has redeemed or retired any securities which were sold to specified U.S. persons. passive NFFEs with one or more substantial U.S. owners, or nonparticipating FFIs. or will transfer the securities to a distributor that is a participating FFI reporting Model 1 FFI, or reporting Model 2 FFI. Part XVII Foreign Central Bank of Issue 28 ❑ I certify that the entity identified in Part I is treated as the beneficial owner of the payment solely for purposes of chapter 4 under Regulations section 1.1471-6(d)(4). Form W-8IMY (Rev. 4-2014) EFTA01122018 Form W-SIMY (Rev. 4-2014) Page 6 Part XVIII Nonreporting IGA FFI og ❑ I certify that the entity identified in Part I: • Meets the requirements to be considered a nonreporting financial institution pwsuant to an IGA between the United States and • Is entitled to the provisions of the IGA because the entity (or relevant branch) is considered a under the provisions of the applicable IGA: and • If you are an FFI treated as a registered deemed-compliant FFI under an applicable Model 2 IGA. provide your GIIN: Pr• Part XIX Exempt Retirement Plans Check whichever box applies. 30a ❑ I certify that the entity identified in Part I: • Is established in a country with which the United States has an income tax treaty in force: • Is operated principally to administer or provide pension or retirement benefits: and • Is entitled to treaty benefits on income that the fund derives from U.S. sources (or would be entitled to benefits if it derived any such income) as a resident of the other country which satisfies any applicable limitation on benefits requirement. b ❑ I certify that the entity identified in Part I: • Is organized for the provision of retirement. disability. or death benefits (or any combination thereof) to beneficiaries that are former employees of one or more employers in consideration for services rendered: • No single beneficiary has a right to more than 5% of the FFI's assets: • Is subject to government regulation and provides annual information reporting about its beneficiaries to the relevant tax authorities in the country in which the fund is established or operated: and Is generally exempt from tax on investment income under the laws of the country in which it is established or operates due to its status as a retirement or pension plan: Receives at least 50% of its total contributions from sponsoring employers (disregarding transfers of assets from other plans described in this part. retirement and pension accounts described in an applicable Model 1 or Model 2 IGA. other retirement funds described in an applicable Model 1 or Model 2 IGA. or accounts described in Regulations section 1.1471-5(b)(2)0XA)); (ill) Either does not permit or penalizes distributions or withdrawals made before the occurrence of specified events related to retirement. disability, or death (except rollover distributions to accounts described in Regulations section 1.1471-5(b)(2)(i)(A) (referring to retirement and pension accounts). to retirement and pension accounts described in an applicable Model 1 or Model 2 IGA. or to other retirement funds described in this part or in an applicable Model 1 or Model 2 IGA): or (iv) Limits contributions by employees to the fund by reference to earned income of the employee or may not exceed $50,000 annually. c ❑ I certify that the entity identified in Part I: • Is organized for the provision of retirement. disability. or death benefits (or any combination thereof) to beneficiaries that we former employees of one or more employers in consideration for services rendered: • Has fewer than 50 participants: • Is sponsored by one or more employers. each of which is not an investment entity or passive NFFE. • Employee and employer contributions to the fund (disregarding transfers of assets from other plans described in this part. retirement and pension accounts described in an applicable Model 1 or Model 2 IGA. or accounts described in Regulations section 1.1471-5(b)(2)(i)(A)) are limited by reference to earned income and compensation of the employee. respectively: • Participants that are not residents of the country in which the fund is established or operated are not entitled to more than 20 percent of the fund's assets: and • Is subject to government regulation and provides annual information reporting about its beneficiaries to the relevant tax authorities in the country in which the fund is established or operates. d ❑ I certify that the entity identified in Part I is formed pursuant to a pension plan that would meet the requirements of section 401(a). other than the requirement that the plan be funded by a trust created or organized in the United States. e ❑ I certify that the entity identified in Part I is established exclusively to earn income for the benefit of one or more retirement funds described in this part or in an applicable Model 1 or Model 2 IGA. accounts described in Regulations section 1.1471-5(b)(2)(i)(A) (referring to retirement and pension accounts). or retirement and pension accounts described in an applicable Model 1 or Model 2 IGA. ❑ I certify that the entity identified in Part I: • Is established and sponsored by a foreign government, international organization, central bank of issue, or government of a U.S. possession (each as defined in Regulations section 1.1471-6) or an exempt beneficial owner described in an applicable Model 1 or Model 2 IGA to provide retirement. disability. or death benefits to beneficiaries or participants that are current or former employees of the sponsor (or persons designated by such employees): or • Is established and sponsored by a foreign government, international organization. central bank of issue. or government of a U.S. possession (each as defined in Regulations section 1.1471-6) or an exempt beneficial owner described in an applicable Model 1 or Model 2 IGA to provide retirement. disability. or death benefits to beneficiaries or participants that are not current or former employees of such sponsor, but are in consideration of personal services performed for the sponsor. Form W-8IMY (Rev. 4-2014) EFTA01122019 Form W-81MV (Rev. 4-2014) Page 7 Ltrita Excepted Nonfinancial Group Entity 31 ❑ I certify that the entity identified in Part I: • Is a holding company, treasury center. or captive finance company and substantially all of the entity's activities are functions described in Regulations section 1.1471-5(e)(5)(i)(C) through (E): • Is a member of a nonfinancial group described in Regulations section 1.1471-5(e)(5)(1x8); • Is not a depository or custodial institution (other than for members of the entity's expanded affiliated group): and • Does not function (or hold itself out) as an investment fund, such as a private equity fund, venture capital fund, leveraged buyout fund or any investment vehicle with an investment strategy to acquire or fund companies and then hold interests in those companies as capital assets for investment purposes. Part XXI Excepted Nonfinancial Start-Up Company 32 ❑ I certify that the entity identified in Part I: • Was formed on (or in the case of a new line of business, the date of board resolution approving the new line of business) (date must be less than 24 months prior to date of payment): • Is not yet operating a business and has no prior operating history or is investing capital in assets with the intent to operate a new line of business other than that of a financial institution or passive NFFE: and • Does not function (or hold itself out) as an investment fund. such as a private equity fund. venture capital fund. leveraged buyout fund. or any investment vehicle whose purpose is to acquire or fund companies and then hold interests in those companies as capital assets for investment purposes. Part XXII Excepted Nonfinancial Entity in Liquidation or Bankruptcy ❑ I certify that the entity identified in Part I: • Filed a plan of liquidation. filed a plan or reorganization, or filed for bankruptcy on the following date: • Has not been engaged during the past 5 years in business as a financial institution or acted as a passive NFFE: • Is either liquidating or emerging from a reorganization or bankruptcy with the intent to continue or recommence operations as a nonfinancial entity: and • Has provided, or will provide. documentary evidence such as a bankruptcy filing or other public documentation that supports its claim if it remains in bankruptcy or liquidation for more than three years. Part XXIII Publicly Traded NFFE or NFFE Affiliate of a Publicly Traded Corporation Check whichever box applies: 34a ❑ I certify that: • The entity identified in Part I is a foreign corporation that is not a financial institution: and • The stock of such corporation is regularly traded on one or more established securities markets. including b ❑ I certify that: • The entity identified in Part I is a foreign corporation that is not a financial institution: • The entity identified in Part I is a member of the same expanded affiliated group as an entity the stock of which is regularly traded on an established securities market: • The name of the entity, the stock of which is regularly traded on an established securities market. is : and • The name of the securities market on which the stock is regularly traded is ► Part XXI Excepted Territory NFFE ❑ I certify that: • The entity identified in Part I is an entity that is organized in a possession of the United States: • The entity identified in Part I: (I) Does not accept deposits in the ordinary course of a banking or similar business. (II) Does not hold. as a substantial portion of its business. financial assets for the account of others. and (III) Is not an insurance company (or the holding company of an insurance company) that issues or is obligated to make payments with respect to a financial account: and • All of the owners of the entity identified in Part I are bona fide residents of the possession in which the NFFE is organized or incorporated. htrM2 Active NFFE 36 ❑ I certify that: • The entity identified in Part I is a foreign entity that is not a financial institution: • Less than 50% of such entity's gross income for the preceding calendar year is passive income: and • Less than 50% of the assets held by such entity are assets that produce or are held for the production of passive income (calculated as a weighted average of the percentage of passive assets measured quarterly). See the instructions for the definition of passive income. Form W-8IMY (Rev. 4-2014) EFTA01122020 Form W-8IMY (Rev. 4-2014) Page 8 Part XXVI Passive NFFE 37 ❑ I certify that the entity identified in Part I: • Is a foreign entity that is not a financial institution (this category includes an entity organized in a possession of the United States that engages (or holds itself out as being engaged) primarily in the business of investing. reinvesting. or trading in securities. partnership interests. commodities. notional principal contracts. Insurance or annuity contracts. or any interest in such security. partnership interest. commodity. notional principal contract. insurance contract or annuity contract): and • Is using this form to transmit withholding certificates and/or other documentation and has provided or will provide a withholding statement. as required. Part XXVII Sponsored Direct Reporting NFFE 38 Name of sponsoring entity: 39 ❑ I certify that the entity identified in Part I is a direct reporting NFFE that is sponsored by the entity identified in line 38. Part XXVIII Certification Under penalties of paltry. I declare that I have examined the information on this form and to the best of my knowledge and belief it is true. correct. and complete. Furthermore. I authorize this form to be provided to any withholdeig agent that has control. receipt. or custody of the income for which I am providing this form or any withholding agent that can disburse or make payments of the amounts for which I am providing this town. I agree that I will submit a new form within 30 days if any certification made on this form becomes incorrect Sign Here Signature of authorized official Date (MM-DD-YYYY) Form W-8IMY (Rev. 4-2014) EFTA01122021 Department of the Treasury Instructions for Form W-8IMY Internal Revenue Service (Rev. June 2014) Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding and Reporting Section references are to the Internal Revenue Code unless securities lending or sale-repurchase transaction that otherwise noted. (directly or indirectly) is contingent upon, or determined by reference to, the payment of a dividend from sources within General Instructions the United States." Notice 2010-46 (2010-24 I.R.B. 757), however, provides Future developments. For the latest information about that a withholding agent is not required to withhold on a developments related to Form W-81MY and its instructions, dividend equivalent payment that is a substitute dividend such as legislation enacted after they were published, go to made to a Qualified Securities Lender (QSL) that certifies to tiniewirs.gov/formw8imy. the withholding agent that it is acting as a QSL. The required certifications for QSL status have been added to this Form What's New W-8IMY. For more information about 0SLs or withholding on Foreign Account Tax Compliance Act (FATCA). In 2010, dividend equivalents generally, see Notice 2010-46, which Congress passed the Hiri entives to Restore can be found at www.irs.gov/file source/puMrs-utV Employment Act of 2010, M. 111-147 (the HIRE Act), which notice 2010 46.01. added chapter 4 of Subtitle A (chapter 4) to the Code, Note. For definitions of terms used throughout these consisting of sections 1471 through 1474 of the Code and instructions. see Definitions, later. commonly referred to as "FATCA" or "chapter 4." Under chapter 4, foreign financial institutions (FFIs) that are Purpose of Form participating FFls and certain registered deemed-compliant Under chapter 3, foreign persons are generally subject to FFIs are generally required to identify their U.S. account U.S. tax at a 30% rate on income they receive from U.S. holders, regardless of whether a payment subject to sources that consists of interest (including certain original withholding under chapter 3 or chapter 4 is made to the issue discount (OID)), dividends, rents, premiums, annuities, account. In January 2013, final regulations were published compensation for, or in expectation of, services performed, that provide due diligence, withholding, and reporting rules or other fixed or determinable annual or periodical (FDAP) for both U.S. withholding agents and FFIs under chapter 4. gains, profits, or income. This tax is imposed on the gross Additionally, temporary and proposed regulations were amount paid and is generally collected by withholding under published in February 2014 providing updated rules under section 1441 or 1442 on that amount. A payment is chapter 4 as well as guidance coordinating chapters 3 and considered to have been made whether it is made directly to 61 with chapter 4. U.S. withholding agents and FFIs will be the beneficial owner or to another person, such as an required to begin withholding under chapter 4 on certain intermediary, agent, trustee, executor, or partnership, for the payments beginning on July 1, 2014. benefit of the beneficial owner. This form, along with Forms W-8BEN, W-BECI, and W-8EXP, has been updated to reflect the withholding and Under chapter 4, withholding agents must withhold at a documentation requirements of chapter 4. In particular, this 30% rate under sections 1471 and 1472 on withholdable Form W-8IMY is now used by an intermediary or flow-through payments made to nonparticipating FFIs (including when the entity to certify as to its status under both chapter 3 and nonparticipating FR is a flow-through entity or is acting as an chapter 4 and to address special provisions for intermediary), certain other foreign entities, and certain intermediaries and flow-through entities that are FFls. account holders of FFIs. For example, if a U.S. withholding agent makes a payment of portfolio interest described in In general, intermediaries and flow-through entities section 871(h) to an account maintained by a receiving reportable amounts will be required to provide both nonparticipating FR, the payment will be subject to a 30% their chapter 3 status and the chapter 3 status of persons for withholding tax under section 1471 even if the whom they receive such payments. nonparticipating FR is an intermediary or flow-through entity An intermediary or flow-through entity receiving a and the beneficial owner for whom the intermediary or withholdable payment will be required to provide its chapter 4 flow-through is acting is a foreign individual who provides a status and the chapter 4 status of persons for whom it valid Form W-8BEN. receives a withholdable payment when required for chapter 4 purposes. Failure to provide this information may subject the Foreign persons are also subject to tax at graduated rates intermediary or flow-through entity to withholding at a 30% on income they earn that is considered effectively connected rate. with a U.S. trade or business. If a foreign person invests in a partnership that conducts a U.S. trade or business, the Qualified Securities Lender. Section 541 of the HIRE Act foreign person is considered to be engaged in a V.S. trade or added section 871(m) (formerly section 871(1)) to the Code, business. The partnership is required to withhold tax under which provides that certain dividend equivalent payments are section 1446 on the foreign person's distributive share of the treated as U.S. source dividends subject to withholding at a partnership's effectively connected taxable income. The 30% rate under chapter 3 (absent a code based exemption partnership may generally accept any form submitted for or applicable income tax treaty provision) and under purposes of section 1441 or 1442, with few exceptions, to chapter 4. For this purpose, the term "dividend equivalent" establish the foreign status of the partner. See Regulations includes "any substitute dividend made pursuant to a sections 1.1446-1 through 1.1446-6 to determine whether Jun 18, 2014 Cat No. 25904R EFTA01122022 the form submitted for purposes of section 1441 or 1442 will nonwithholding foreign simple or grantor trust for purposes of be accepted for purposes of section 1446. sections 1441 and 1442, to certify to its chapter 4 status (if required), and to represent that the income is not effectively For purposes of section 1446, Form W-8/MY may A only be submittedby an upper-tier foreign CAUT101. partnership or a foreign grantor trust, both of which connected with a V.S. trade or business, that the form is being used to transmit withholding certificates and/or documentary evidence, and that it has provided or will must furnish additional documentation for their owners. provide a withholding statement as required. Additional information. For additional information and • A foreign partnership or foreign grantor trust to establish instructions for the withholding agent, see the Instructions for that it is an upper-tier foreign partnership or foreign grantor the Requester of Forms W-8BEN, W-8BEN-E, W-8ECI, trust for purposes of section 1446 and to represent that the W-8EXP, and W-8IMY. form is being used to transmit withholding certificates and/or documentary evidence and that it has provided, or will Who Must File provide, a withholding statement, as required. Except as otherwise provided, you should provide Form • A flow-through entity (including a foreign reverse hybrid W-8IMY when receiving a reportable amount or withholdable entity) transmitting withholding certificates and/or other payment (see Definitions, later) on behalf of another person documentary evidence to claim treaty benefits on behalf of its or as a flow-through entity. When receiving a withholdable owners, to certify its chapter 4 status (if required), and to payment, your chapter 4 status is also required to be certify that it has provided, or will provide, a withholding included on the form unless otherwise provided in statement, as required. accordance with these instructions. Form W-RIMY must be • A nonparticipating FFI acting as an intermediary or that is a provided by the following persons. flow-through entity using this form to transmit a withholding • A foreign person, or a foreign branch of a U.S. person, to statement and withholding certificates or other establish that it is a qualified intermediary that is not acting for documentation for exempt beneficial owners described in its own account, to represent that it has provided or will Regulations section 1.1471-6. provide a withholding statement, as required, or, if • A QSL certifying to a withholding agent that it is acting as a applicable, to represent that it has assumed primary QSL with respect to U.S. source substitute dividends withholding responsibility under chapters 3 and 4 of the Code received from the withholding agent pursuant to a securities (excluding section 1446) and/or primary Form 1099 reporting lending transaction (as described in Notice 2010-46). and backup withholding responsibility. • A foreign intermediary or flow-through entity not receiving • A foreign person to establish that it is a nonqualified withholdable payments or reportable amounts that is holding intermediary that is not acting for its own account, to certify an account with a participating FFI or registered its chapter 4 status (if required), to certify whether it reports deemed-compliant FFI providing this form for purposes of U.S. accounts under chapter 4 (if required), and to indicate, if documenting the chapter 4 status of the account holder. applicable, that it is using the form to transmit withholding However, no withholding statement is required to be certificates and/or other documentary evidence and has provided along with Form W-RIMY if it is being provided by provided, or will provide, a withholding statement, as an FFI solely to document such an account when no required. A U.S. person cannot be a nonqualified withholdable payments or reportable amounts are made to intermediary. the account. Also note that the entity may instead provide • A V.S. branch that is acting as an intermediary to Form W-8BEN-E when it is not receiving withholdable represent that the income it receives is not effectively payments or reportable amounts to document its status as an connected with the conduct of a trade or business within the account holder. United States and either that it is using the form (a) to This form may serve to establish foreign status for evidence it is treated as a V.S. person under Regulations purposes of sections 1441, 1442, and 1446. However, any section 1.1441-1(b)(2)(iv)(A) with respect to any payments representations that items of income, gain, deduction, or loss associated with the Form W-8IMY, or (b) to certify to its are not effectively connected with a U.S. trade or business chapter 4 status and to transmit the documentation of the will be disregarded by a partnership receiving this form for persons for whom it receives a payment and has provided, or purposes of section 1446 as the partnership will undertake its will provide, a withholding statement, as required. own analysis. • A financial institution incorporated or organized under the laws of a U.S. territory that is acting as an intermediary or is a Do not use Form W-8IMY if you are described below. flow-through entity to represent that it is a financial institution • You are the beneficial owner of U.S. source income (other (other than an investment entity that is not also a depository than income that is effectively connected with the conduct of institution, custodial institution, or specified insurance a trade or business within the United States) and you need to company) and either that it is using the form (a) to evidence it establish that you are not a U.S. person, establish your is treated as a U.S. person under Regulations section chapter 4 status (if required), or claim a reduced rate of 1.1441-1(b)(2)(iv)(A) with respect to any payments withholding on your own behalf under an income tax treaty (if associated with the Form W-8IMY, or (b) to certify that it is applicable). Instead, submit Form W-8BEN, Certificate of transmitting documentation of the persons for whom it Status of Beneficial Owner for United States Tax Withholding receives a payment and has provided, or will provide, a and Reporting (Individuals) or Form W-8BEN-E, Certificate of withholding statement, as required. Foreign Status of Beneficial Owner for United States Tax • A foreign partnership or a foreign simple or grantor trust to Withholding and Reporting (Entities). establish that it is a withholding foreign partnership or • You are filing for a hybrid entity claiming treaty benefits on withholding foreign trust under the regulations for sections its own behalf. Instead, provide Form W-8BEN-E to claim 1441 and 1442 and to certify its chapter 4 status (if required). treaty benefits. However, if you are receiving a withholdable • A foreign partnership or a foreign simple or grantor trust to payment you may also be required to provide this Form establish that it is a nonwithholding foreign partnership or W-RIMY to establish your chapter 4 status (unless you are a disregarded entity) and the chapter 4 status of each of your -2- Instructions for Form W-RIMY (Rev. 6-2014) EFTA01122023 owners. See the instructions to Form W-8BEN-E for more the Form W-RIMY) you have submitted incorrect for purposes information about hybrid entities claiming treaty benefits. of chapter 3 or chapter 4 (when relevant), you must notify the • You are filing for a reverse hybrid entity that is not claiming withholding agent within 30 days and file a new Form treaty benefits on behalf of its interest holders. Instead, W-RIMY or provide new documentation or a new withholding provide Form W-8BEN-E on your own behalf. statement (as applicable). You must update the information • You are the beneficial owner of income that is effectively associated with Form W-SIMY as often as is necessary to connected with the conduct of a trade or business within the enable the withholding agent to withhold at the appropriate United States. Instead, provide Form W-BECI, Certificate of rate on each payment and to report such income. Foreign Person's Claim That Income Is Effectively See Regulations sections 1.1441-1(e)(4)(ii)(D) for the Connected With the Conduct of a Trade or Business in the definition of a change in circumstances for purposes of United States. chapter 3. See Regulations section 1.1471-3(c)(6)(ii)(E) for • You are a nonresident alien individual who claims the definition of a change in circumstances for purposes of exemption from withholding on compensation for chapter 4. independent or certain dependent personal services performed in the United States. Instead, provide Form 8233, Definitions Exemption From Withholding on Compensation for Account holder. An account holder is generally the person Independent (and Certain Dependent) Personal Services of a listed or identified as the holder or owner of a financial Nonresident Alien Individual, or Form W-4, Employee's account (other than an agent or nominee that is not an FFI). Withholding Allowance Certificate. For example, if a partnership is listed as the holder or owner • You are filing as a disregarded entity (a business entity of a financial account, then the partnership is the account that has a single owner and is not a corporation under holder, rather than the partners of the partnership. However, Regulations section 301.7701-2(b) is disregarded as an an account that is held by a disregarded entity is treated as entity separate from its owner). Instead, the single owner (if a held by the person owning the entity. foreign person) should provide the appropriate Form W-8 based on the single owner's status. Amounts subject to withholding. Generally, an amount • You are filing for a foreign government, international subject to chapter 3 withholding is an amount from sources organization, foreign central bank of issue, foreign within the United States that is fixed or determinable annual tax-exempt organization, foreign private foundation, or or periodical (FDAP) income. FDAP income is all income govemment of a V.S. possession claiming the applicability of included in gross income, including interest (as well as OID), section 115(2), 501(c), 892, 895, or 1443(b), and, if required, dividends, rents, royalties, and compensation. FDAP income claiming an exemption from chapter 4 withholding. Instead, does not include most gains from the sale of property provide Form W-8EXP, Certificate of Foreign Government or (including market discount and option premiums), as well as Other Foreign Organization for United States Tax other specific items of income described in Regulations Withholding and Reporting. However, these entities should section 1.1441-2 (such as interest on bank deposits and use Form W-8BEN-E instead if they are claiming treaty short-term OID). benefits or are providing the form only to claim exempt Withholding under chapter 4 applies to payments of U.S. recipient status for Form 1099 and backup withholding source FDAP income that are withholdable payments as purposes. defined in Regulations section 1.1473-1(a) to which an Giving Form W-RIMY to the withholding agent. Do not exception does not apply under chapter 4. The exemptions send Form W-RIMY to the IRS. Instead, give it to the person from withholding provided for under chapter 3 are not who is requesting it. Generally, this person will be the one applicable when determining whether withholding applies from whom you receive the payment, who credits your under chapter 4. For exceptions applicable to the definition of account, or a partnership that allocates income to you. a withholdable payment, see Regulations section 1.1473-1(a)(4) (exempting, for example, certain nonfinancial When to provide Form W-8IMY to the withholding agent. payments). Give Form W-8IMY to the person requesting it before income For purposes of section 1446, the amount subject to is paid to you, credited, or allocated to your account. If you withholding is the foreign partner's share of the partnership's do not provide this form, the withholding agent may have to effectively connected taxable income. withhold at the 30% rate (for a payment subject to withholding under chapter 3 or a withholdable payment under Beneficial owner. For payments other than those for which chapter 4), backup withhold, or withhold at the applicable a reduced rate of, or exemption from, withholding is claimed rate for net effectively connected taxable income allocable to under an income tax treaty, the beneficial owner of income is a foreign partner in a partnership under section 1446. generally the person who is required under U.S. tax Generally, a separate Form W-8IMY must be submitted to principles to include the payment in gross income on a tax each withholding agent from whom you receive a payment. return. A person is not a beneficial owner of income, however, to the extent that person is receiving the income as Expiration of Form W-8IMY. Generally, a Form W-8IMY a nominee, agent, or custodian, or to the extent the person is remains valid until the status of the person whose name is on a conduit whose participation in a transaction is disregarded. the certificate is changed in a way relevant to the certificate In the case of amounts paid that do not constitute income, or there is a change in circumstances that makes the beneficial ownership is determined as if the payment were information on the certificate no longer correct. The indefinite income. validity period does not extend, however, to any other withholding certificates, documentary evidence, or Foreign partnerships, foreign simple busts, and foreign withholding statements associated with the certificate. grantor trusts are not the beneficial owners of income paid to the partnership or bust. The beneficial owners of income paid Change in circumstances. If a change in circumstances to a foreign partnership are generally the partners in the makes any information on the Form W-8IMY (or any partnership, provided that the partner is not itself a documentation or a withholding statement associated with Instructions for Form W-8IMY (Rev. 6-2014) -3- EFTA01122024 partnership, foreign simple or grantor trust, nominee, or other also includes a pool of U.S. persons included in a U.S. payee agent. The beneficial owners of income paid to a foreign pool described in Regulations section 1.6049-4(c)(4) simple trust (that is, a foreign trust that is described in section provided by a participating FFI (including a reporting Model 2 651(a)) are generally the beneficiaries of the trust, if the FFI), a registered deemed-compliant FFI (including a beneficiary is not itself a foreign partnership, foreign simple reporting Model 1 FFI), or a CI. or grantor trust, nominee, or other agent. The beneficial Deemed-compliant FFI. Under section 1471(b)(2), certain owners of income paid to a foreign grantor trust (that is, a FFIs are deemed to comply with the regulations under foreign trust to the extent that all or a portion of the income of chapter 4 without the need to enter into an FR agreement the trust is treated as owned by the grantor or another person with the IRS. However, certain deemed-compliant FFIs are under sections 671 through 679) are the persons treated as required to register with the IRS and obtain a GIIN. These the owners of the trust. The beneficial owner of income paid FFIs are referred to as registered deemed-compliant FM. to a foreign complex trust (that is, a foreign trust that is not a See Regulations section 1.1471-5(f)(1) and also an foreign simple trust or foreign grantor trust) is the trust itself. applicable IGA for entities treated as registered The beneficial owner of income paid to a foreign estate is deemed-compliant FFIs. the estate itself. Disregarded entity. A business entity that has a single Note. A payment to a U.S. partnership, V.S. trust, or U.S. owner and is not a corporation under Regulations section estate is treated as a payment to a U.S. payee that is not 301.7701-2(b) is disregarded as an entity separate from its subject to 30% withholding for purposes of chapter 3 and owner. A disregarded entity does not submit this Form chapter 4. A U.S. partnership, trust, or estate should provide W-8IMY to a withholding agent or FFI. Instead, the owner of the withholding agent with a Form W-9. For purposes of such entity provides the appropriate documentation (for section 1446, a U.S. grantor trust or disregarded entity shall example, a Form W-8BEN-E if the owner is a foreign entity). not provide the withholding agent a Form W-9 in its own right. See Regulations section 1.1446-1 and section 1.1471-3(a)(3) Rather, the grantor or other owner shall provide the (v), respectively. However, if a disregarded entity receiving a withholding agent the appropriate form. withholdable payment is an FR outside the single owners country of organization, the owner will be required to Chapter 3. Chapter 3 means Chapter 3 of the Internal complete Part II of Form W-8IMY to document the chapter 4 Revenue Code (Withholding of Tax on Nonresident Aliens status of the disregarded entity receiving the payment except and Foreign Corporations). Chapter 3 contains sections 1441 as otherwise provided in these instructions. through 1464. Certain entities that are disregarded for U.S. tax purposes Chapter 3 withholding rate pool. A chapter 3 withholding may be recognized for purposes of claiming treaty benefits rate pool is a payment of a single type of income, based on under an applicable tax treaty (see the definition of hybrid the categories of income reported on Form 1042-S (for entity, later). See Form W-SBEN-E and the accompanying example, interest or dividends), that is not subject to instructions for more information about a hybrid entity withholding under chapter 4 but is subject to a single rate of claiming treaty benefits on its own behalf. withholding for chapter 3 purposes and is paid to foreign persons or, in the case of a zero-percent pool, U.S. exempt Financial account. A financial account includes: recipients not included in a separate pool of exempt • A depository account maintained by an FFI: recipients. See the instructions for the withholding statement • A custodial account maintained by an FFI: of a Cl, later. • Equity or debt interests (other than interests regularly traded on an established securities market) in investment Chapter 4. Chapter 4 means Chapter 4 of the Internal entities and certain holding companies, treasury centers, or Revenue Code (Taxes to Enforce Reporting on Certain financial institutions as defined in Regulations section Foreign Accounts). Chapter 4 contains sections 1471 1.1471-5(e); through 1474. • Certain cash value insurance contracts; and Chapter 4 status. The term chapter 4 status means a • Annuity contracts. person's status as a U.S. person, specified U.S. person, For purposes of chapter 4, exceptions are provided for foreign individual, participating FFI, deemed-compliant FFI, accounts such as certain tax-favored savings accounts, term restricted distributor, exempt beneficial owner, life insurance contracts, accounts held by estates, escrow nonparticipating FR, territory financial institution, excepted accounts, and certain annuity contracts. These exceptions NFFE, or passive NFFE. See Regulations section are subject to certain conditions. See Regulations section 1.1471-1(b) for the definitions of these terms. 1.1471-5(b)(2). Accounts may also be excluded from the Chapter 4 withholding rate pool. The term chapter 4 definition of financial account under an applicable IGA. See withholding rate pool means a pool identified on a Regulations section 1.1471-5(b)(5) to determine when an FFI withholding statement (see the description for a withholding maintains a financial account. statement of a al and an Nal, later) provided by an Financial Institution. A financial institution generally intermediary or flow-through entity with respect to a means an entity that is a depository institution, custodial withholdable payment that is allocated to payees that are institution, investment entity, or an insurance company (or nonparticipating FFIs. The term chapter 4 withholding rate holding company of an insurance company) that issues cash pool also includes a pool identified on an FFI withholding value insurance or annuity contracts. See Regulations statement provided by a participating FR or registered section 1.1471-5(e). deemed-compliant FFI with respect to a withholdable payment that is allocated to a class of recalcitrant account Fiscally transparent entity. An entity is treated as fiscally holders subject to withholding under chapter 4 as described transparent with respect to an item of income to the extent in Regulations section 1.1471- 4(d)(6)(i) (including a pool of that the interest holders in the entity must, on a current basis, account holders to which the escrow procedures for dormant take into account separately their shares of an item of income accounts apply). Finally, a chapter 4 withholding rate pool paid to the entity, whether or not distributed, and must -4- Instructions for Form W-8IMY (Rev. 6-2014) EFTA01122025 determine the character of the items of income as if they Intermediary. An intermediary is any person that acts as a were realized directly from the sources from which realized custodian, broker, nominee, or otherwise as an agent for by the entity. another person, regardless of whether that other person is Flow-through entity. A flow-through entity is a foreign the beneficial owner of the amount paid, a flow-through partnership (other than a withholding foreign partnership), a entity, or another intermediary. foreign simple or foreign grantor trust (other than a Qualified intermediary (O1). A CH is a person that is a withholding foreign trust), or, for payments for which a party to a withholding agreement with the IRS (described in reduced rate of withholding is claimed under an income tax Regulations section 1.1441-1(e)(5)(iii)) and is: treaty, any entity to the extent the entity is considered to be • A foreign financial institution (other than a V.S. branch of fiscally transparent (see above) with respect to the payment an FFI) that is a participating FR, registered by an interest holder's jurisdiction. deemed-compliant FFI (including an FFI treated as a registered deemed-compliant FFI under an applicable IGA), Foreign financial institution (FFI). A foreign financial FFI treated as a deemed-compliant FFI under an applicable institution (FFI) generally means a foreign entity that is a IGA subject to due diligence and reporting requirements financial institution. similar to those applicable to a registered deemed-compliant Foreign person. A foreign person includes a nonresident FFI under Regulations section 1.1471-5(f), or limited FFI alien individual, a foreign corporation, a foreign partnership, a (through December 31, 2015); foreign trust, a foreign estate, and any other person that is • An exempt beneficial owner that is a central bank of issue not a U.S. person. It also includes a foreign branch or office that meets the requirements of and agrees to be treated as a of a U.S. financial institution or U.S. clearing organization if participating FR (including a reporting Model 2 FFI) or a the foreign branch is a qualified intermediary. Generally, a registered deemed-compliant FFI (including a reporting payment to a U.S. branch of a foreign person is a payment to Model 1 FFI) with respect to any account that it maintains a foreign person. and that is held in connection with a commercial financial Global intermediary Identification number (GIIN). The activity described in Regulations section 1.1471-6(h) and for term GIIN means a global intermediary identification number. which it receives a withholdable payment; A GIIN is the identification number assigned to an entity that • A foreign branch or office of a U.S. financial institution or a has registered with the IRS for chapter 4 purposes. foreign branch or office of a U.S. clearing organization; • A foreign corporation for purposes of presenting claims of Hybrid entity. A hybrid entity is any person (other than an benefits under an income tax treaty on behalf of its individual) that is treated as fiscally transparent (rather than shareholders to the extent permitted to act as such by the as a beneficial owner) for purposes of declaring status under IRS; or the Code but is not treated as fiscally transparent by a • A foreign entity other than an FFI that is acting as an country with which the United States has an income tax intermediary for either withholdable payments or reportable treaty. Hybrid entity status is relevant for claiming treaty amounts that the IRS accepts as a qualified intermediary. benefits for purposes of chapter 3. A hybrid entity, may, Qualified securities lender (QSL). A QSL is a person however, be considered the payee for purposes of chapter 4 that: (see Regulations section 1.1471-3(a) defining who is a payee • Is a bank, custodian, broker-dealer, or clearing of a withholdable payment). See the special instructions for organization that is subject to regulatory supervision by a hybrid entities, later, and Regulations section 1.1471-3(d) for govemmental authority in the jurisdiction in which it was the documentation requirements with respect to entities created or organized and is regularly engaged in a trade or receiving withholdable payments. business that includes the borrowing of securities of Intergovernmental Agreement (IGA). An IGA means a domestic corporations (as defined in section 7701(a)(4)) Model 1 IGA or a Model 2 IGA. For a list of jurisdictions from, and lending of securities of domestic corporations to, treated as having in effect a Model 1 or Model 2 IGA, go to its unrelated customers; and innvw.treasury.goviresource-centeritax-policy/treaties/Pages/ • Is subject to audit under section 7602 or is a QI that FATCA-Archive.aspx. satisfies the requirements for QSL status and acts as a QSL A Model 1 IGA means an agreement between the United under its Ol agreement. States or the Treasury Department and a foreign govemment For more information on OSLs and the requirements or one or more agencies to implement FATCA through related to withholding on substitute dividends, see Notice reporting by FFIs to such foreign government or agency 2010-46. You can find Notice 2010-46 in Internal Revenue thereof, followed by automatic exchange of the reported Bulletin (IRB) 2010-24 at www.irs.gov/file source/pub/its-O/ information with the IRS. An FR in a Model 1 IGA jurisdiction notice 2010 46.pdf. that performs account reporting to the jurisdiction's Nonqualifled intermediary. A nonqualified intermediary govemment is referred to as a reporting Model 1 FFI. is any intermediary that is not a U.S. person and that is not a A Model 2 IGA means an agreement or arrangement qualified intermediary. between the U.S. or the Treasury Department and a foreign Limited branch. A limited branch means a branch of a govemment or one or more agencies to implement FATCA participating FFI that is described in Regulations section through reporting by FRs directly to the IRS in accordance 1.1471-4(e)(2). with the requirements of an FFI agreement, supplemented by the exchange of information between such foreign Nonwithholding foreign partnership, simple trust, or govemment or agency thereof and the IRS. An FFI in a grantor trust. A nonwithholding foreign partnership is any Model 2 IGA jurisdiction that registered with the IRS to obtain foreign partnership other than a withholding foreign a GIIN and agreed to comply with the terms of an FFI partnership. A nonwithholding foreign simple trust is any agreement is treated as a participating FFI, but may be foreign simple trust that is not a withholding foreign trust. A referred to as a reporting Model 2 FFI. nonwithholding foreign grantor trust is any foreign grantor trust that is not a withholding foreign trust. Instructions for Form W-8IMY (Rev. 6-2014) -5- EFTA01122026 Participating FFI. A participating FFI is an FR (including a any foreign intermediary, foreign partnership, and U.S. reporting Model 2 FFI covered by an FFI agreement) that has branches of certain foreign banks and insurance companies. agreed to comply with the terms of an FFI agreement. The For purposes of section 1446, the withholding agent is the term participating FFI also includes a QI branch of a U.S. partnership conducting the trade or business in the United financial institution, unless such branch is a reporting Model States. For a publicly traded partnership, the withholding 1 FFI. agent may be the partnership, a nominee holding an interest Payee. A payee is generally a person to whom a payment is on behalf of a foreign person, or both. See Regulations made, regardless of whether such person is the beneficial sections 1.1446-1 through 1.1446-6. owner. For a payment made to a financial account, the payee Withholding foreign partnership (WP) or withholding is generally the holder of the financial account. However, foreign trust (WT). A WP or WT is a foreign partnership or under certain circumstances a person who receives a a foreign simple or grantor trust that has entered into a payment will not be considered the payee. For purposes of withholding agreement with the IRS in which it agrees to chapter 3, see Regulations section 1.1441-1(b)(2). For assume primary withholding responsibility for purposes of purposes of chapter 4, see Regulations section 1.1471-3(a) chapter 4 and under sections 1441 and 1442 for all payments (3). that are made to its partners, beneficiaries, or owners, except as otherwise provided in the withholding agreement. Reportable amount. Solely for purposes of the statements required to be attached to Form W-8IMY, a reportable Withholding statement. A withholding statement provides amount is an amount subject to withholding under chapter 3, an allocation (by income type) to each payee (or withholding U.S. source deposit interest (including original issue rate pool, if applicable) of each payment an intermediary or discount), and V.S. source interest or original issue discount flow-through entity receives. The withholding statement on the redemption of short-term obligations. It does not forms an integral part of the withholding certificate, and the include payments on deposits with banks and other financial penalties of perjury statement provided on the withholding institutions that remain on deposit for 2 weeks or less or certificate shall apply to the withholding statement. The amounts received from the sale or exchange (other than a withholding statement may be provided in any manner the redemption) of a short-term obligation that is effected outside intermediary or the flow-through entity and the withholding the United States. It also does not include amounts of original agent mutually agree, including electronically if certain issue discount arising from a sale and repurchase transaction safeguards conceming electronic transmission are met. A completed within a period of 2 weeks or less, or amounts withholding statement also provides information required for described in Regulations section 1.6049-5(b)(7), (10), or (11) purposes of chapter 4 if the intermediary or flow-through (relating to certain obligations issued in bearer form). See the entity is receiving a withholdable payment, in which case the instructions for Forms 1042-S and 1099 to determine entity must provide an FR withholding statement, chapter 4 whether these amounts are subject to information reporting. withholding statement, or exempt beneficial owner withholding statement (as applicable). See Regulations Reverse hybrid entity. A reverse hybrid entity is any section 1.1471-3(c)(3)(iii)(B). person (other than an individual) that is not fiscally transparent under U.S. tax law principles but that is fiscally transparent under the laws of a jurisdiction with which the Specific Instructions United States has an income tax treaty. Territory financial institution. The term territory financial Part I — Identification of Entity institution means a financial institution that is incorporated or Line 1. Enter your name. By doing so, you are representing organized under the laws of any U.S. territory. However, an to the payer or withholding agent that you are not the investment entity that is not also a depository institution, beneficial owner of the amounts that will be paid to you custodial institution, or specified insurance company is not a (unless you are acting as a QSL for certain payments territory financial institution. A territory financial institution associated with this form). If you are a disregarded entity, do acting as an intermediary or that is a flow-through entity may not enter the business name of the disregarded entity here. agree to be treated as a U.S. person under Regulations Instead, enter the legal name of the entity that owns the section 1.1441-1(b)(2)(iv)(A). disregarded entity (looking through multiple disregarded U.S. branch treated as a U.S. person. The phrase U.S. entities, if applicable). branch treated as a U.S. person means a U.S. branch of a Line 2. If you are a corporation, enter the country of participating FR, registered deemed-compliant FR, or NFFE incorporation. If you are another type of entity, enter the that is treated as a U.S. person under Regulations section country under whose laws you are created, organized, or 1.1441-1(b)(2)(iv)(A)• govemed. If you are an individual, provide your country of Withholdable payment. The term withholdable payment residence for tax purposes. means an amount subject to withholding for purposes of Line 3. If you are a disregarded entity receiving a payment, chapter 4 as described in Amounts subject to withholding, enter your name (if required). You should complete line 3 earlier. Also see Regulations section 1.1473-1(a) for the only if you are a disregarded entity receiving a withholdable definition of withholdable payment. payment or hold an account with an FFI requesting this form Withholding agent. Any person, U.S. or foreign, that has and you: control, receipt, custody, disposal, or payment of U.S. source • Have registered with the IRS and been assigned a GIIN FDAP income subject to chapter 3 or a withholdable payment associated with the legal name of the disregarded entity; and under chapter 4 is a withholding agent. The withholding • Are a reporting Model 1 FFI or reporting Model 2 FFI agent may be an individual, corporation, partnership, trust, If you are not required to provide the legal name of the association, or any other entity, including (but not limited to) disregarded entity, however, you may want to notify the withholding agent that you are a disregarded entity receiving -6- Instructions for Form W-8IMY (Rev. 6-2014) EFTA01122027 a payment or maintaining an account by indicating the name to provide a chapter 4 status if you are acting as an of the disregarded entity on line 10. However, do not enter intermediary with respect to a withholdable payment, you are the name of the disregarded entity on this line except in the a How-through entity receiving a withholdable payment on circumstances described. behalf of your owners (including a reverse hybrid entity providing documentation on behalf of its owners to claim Une 4. Complete this line to establish your entity status for treaty benefits), you are providing a withholding statement purposes of chapter 3. Check the one box that applies. If you are a foreign partnership receiving the payment on behalf of associated with this form that allocates a portion of the your partners, check the "Withholding foreign partnership" payment to a chapter 4 withholding rate pool of U.S. payees box or the "Nonwithholding foreign partnership" box, with respect to your direct account holders (as described in Regulations section 1.6049-4(c)(4), or you are providing this whichever is appropriate. If you are a foreign simple trust or form to an FFI requesting this form to document your foreign grantor trust receiving the payment on behalf of your chapter 4 status. By checking a box on this line, you are beneficiaries or owners, check the "Withholding foreign trust" representing that you qualify for this classification. box, the "Nonwithholding foreign simple trust" box, or the "Nonwithholding foreign grantor trust" box, whichever is For most of the chapter 4 classifications, you are appropriate. If you are a foreign partnership (or a foreign required to complete additional certifications found trust) receiving a payment on behalf of persons other than in a separate part of this form (see PartsIX through your partners (or beneficiaries or owners), check the Vaal). Complete the appropriate part of this form certifying "Qualified intermediary" box or the "Nonqualified that you meet the conditions of the status indicated on line 5 intermediary" box, whichever is appropriate. A foreign (as defined under Regulations sections 1.1471-5 or reverse hybrid entity that is providing documentation from its 1.1471-6). Make sure you complete the requiredportion of interest holders to claim a reduced rate of withholding under this form before signing and providing it to the withholding a treaty should check the appropriate box (including agent. "Withholding foreign partnership" or "Withholding foreign trust" if the entity has entered into a withholding agreement). FFIs Covered by IGAs and Related Entities See Parts III through VIII, later, if you are acting in more than one capacity. A partnership or grantor trust submitting Form A reporting FFI resident in, or established under the laws of, W-RIMY solely because it is allocated income effectively a jurisdiction covered by a Model 1 IGA should check connected with a U.S. trade or business as a partner in a "Reporting Model 1 FFI." A reporting FFI resident in, or partnership should check the box for nonwithholding foreign established under the laws of, a jurisdiction covered by a partnership or nonwithholding foreign grantor trust and, if it is Model 2 IGA should check "Reporting Model 2 FFI." If you submitting or will submit documentation for its partners or are treated as a registered deemed-compliant FFI under an owners, it should complete Part VIII. applicable IGA, you should check "Nonreporting IGA FFI" rather than "registered deemed-compliant FFI." See the Form W-BIMY may be submitted and accepted to specific instructions for Part XVIII. An FFI that is related to a satisfy documentation requirements for purposes of reporting IGA FFI and that is treated as a nonparticipating FFI withholding on certain partnership allocations to in its country of residence should check nonparticipating FFI foreign partners under section 1446. Section 1446 generally in line 5. An FFI that is related to a reporting IGA FFI and that requires withholding when a partnership is conducting a is a participating FFI, deemed-compliant FFI, or exempt trade or business in the United States and allocates income beneficial owner under the U.S. Treasury regulations or an effectively connected with that trade or business (ECI) to applicable IGA should check the appropriate box depending foreign persons that are partners in the partnership. Section on its chapter 4 status rather than the box for nonparticipating 1446 can also apply when certain income is treatedas FFI. effectively connected income of the partnership andis so allocated. See www.treasury.goviresource-centeritax-policy/treaties/ Pages/FATCA-Archive.aspx for a list of jurisdictions treated An upper-tier partnership that is allocated ECI as a partnerin as having an IGA in effect. a partnership may, in certain circumstances, have the Une 6. Enter the permanent address of the entity identified lower-tierpartnership perform its withholding obligation. on line 1. Your permanent residence address is the address Generally, this is accomplishedby the upper-tier partnership in the country where you claim to be a resident for purposes submitting withholding certificates ofits partners (for of that country's income tax. Do not show the address of a example, Form W-BBEN) along with a Form W-8/MY, which financial institution (other than yourself), a post office box, or identifies itself as a partnership, andidentifying the manner in an address used solely for mailing purposes unless such which ECI of the upper-tier partnership willbe allocated to the address is the only permanent address you use and it partners. For further information, see Regulations section appears in your organizational documents (i.e., your 1.1446-5. A foreign grantor trust that is allocatedECI as a registered address). If you do not have a tax residence in any partner in a partnership shouldprovide the withholding country, the permanent residence address is where you certificates ofits grantor (for example, Form W-8BEN) along maintain your principal office or, if you are an individual, with its Form W-BIMY which identifies the trust as a foreign where you normally reside. grantor trust. See Regulations section 1.1446-1(c)(200(E) for the rules requiring it to provide additional documentation to Une 7. Enter your mailing address only if it is different from the partnership. the address you show on line 6. Une 5. Check the one box that applies to your chapter 4 Une 8. You must provide an employer identification number status. You are not required to provide a chapter 4 status if (EIN) if you are a U.S. branch or territory financial institution you are providing this form with respect to a preexisting entity that agrees to be treated as a U.S. person under Regulations account (as described in Regulations section 1.1471-1(b) section 1.1441-1(b)(2)(iv)(A), an upper-tier partnership that is (102)) prior to July 1, 2016 (or, if you are a prima facie FFI, allocated ECI as a partner in a partnership, or a foreign prior to January 1. 2015). Additionally, you are only required grantor trust that is allocated ECI as a partner. InStruCtiOns for Form W-RIMY (Rev. 6-2014) EFTA01122028 If you are acting as a qualified intermediary, withholding FFI, or U.S. branch claiming a chapter 4 status other than foreign partnership, or withholding foreign trust, check the that of nonparticipating FFI, you must complete line 13. If you appropriate box and enter the EIN that was issued to you in are a limited branch or branch of a reporting IGA FFI that such capacity (your "O1-EIN," "WP-EIN," or "WT-EIN"). If you cannot comply with the requirements of an applicable IGA or are not acting in that capacity, you must use your U.S. the regulations under chapter 4, you must check taxpayer identification number (TIN), if any, that is not your nonparticipating FFI. OI-EIN, WP-EIN, or WT-EIN. Line 12. Enter the address of the branch or disregarded A nonqualified intermediary, a nonwithholding foreign entity. partnership, or a nonwithholding foreign simple or grantor trust is generally not required to provide a U.S. TIN. Line 13. If you are a reporting Model 1 FR, reporting Model However, a QSL providing this form with respect to a U.S. 2 FFI, or participating FFI, you must enter on line 13 the GIIN source substitute dividend must provide an EIN (including a of your branch that receives the payment. If you are a Cll-EIN if the QSL is a CM). disregarded entity that completed Part I, line 3 of this form and are receiving payments associated with this form, enter Line 9. If you are a participating FFI (including reporting your GIIN. Do not enter your GIIN (if any) on line 9. If you are Model 2 FFI), registered deemed-compliant FFI (including a a U.S. branch, enter a GIIN applicable to any other branch of reporting Model 1 FFI), direct reporting NFFE (including a the FFI (including in its residence country) of which the sponsored direct reporting NFFE), or trustee of a trustee branch is a part. For payments made prior to January 1, documented FFI, you are required to enter your GIIN (with 2015, however, a GIIN is not required if you check reporting regard to your country of residence) on line 9. Model 1 FFI on line 11. If you are a CM that is an NFFE and a For payments made prior to January 1, 2015, however, a withholding agent requests your chapter 4 status, you may Form W-8IMY provided by a reporting Model 1 FFI need not provide a statement certifying to your chapter 4 status as an contain a GIIN. For payments made prior to January 1, 2016, NFFE. a sponsored direct reporting NFFE or sponsored FFI that has If you are in the process ofregistering with the IRS not obtained a GIIN may provide the GIIN of its sponsoring as a participating FR, reporting Model 1FR, or entity. reporting Model2FR but have not received a GIIN, Ifyou are in the process ofregistering with the IRS you may complete this line by writing "applied for."However, as a participating FFI, registered deemed-compliant the person requesting this form from you must receive and FFI, reporting Model 1FFI, reporting Model2 FFI, verify your GIIN within 90 days. direct reporting NFFE, or sponsored direct reporting NFFE but have not received a MIN, you may complete this line by Certification of Chapter 3 Status: writing "applied for." However, the person requesting this form from you must receive and verify your GIIN within 90 Parts III Through VIII days. You should only complete one part from Parts III through VIII. If you are acting in multiple capacities, provide separate Line 10. This line may be used by the filer of Form W-8IMY Forms W-8IMY for each capacity. For example, if you are or by the withholding agent to whom it is provided to include acting as qualified intermediary for one account, but a any referencing information that is useful to the withholding nonqualified intermediary for another account, provide one agent in carrying out its reporting and withholding obligations. Form W-8IMY in your capacity as a qualified intermediary For example, a withholding agent who is required to and a separate Form W-8IMY in your capacity as a associate a particular Form W-SBEN or Form W-8BEN-E nonqualified intermediary. with this Form W-SIMY may want to use line 10 for a referencing number or code that will make the association Part III — Qualified Intermediary clear. Check box 14a if you are a qualified intermediary (Cl) (whether or not you assume primary withholding Part II — Disregarded Entity or responsibility) for the income for which you are providing this Branch Receiving Payment form. A O1 that is an FFI receiving a withholdable payment must be a participating FFI, registered deemed-compliant Only complete PartIIif you are a branch of an FR FFI, exempt beneficial owner that is a central bank of issue A identified in line 1receiving a withholdable payment CAU11011 as an intermediary (including a branch that is a that meets the requirements of and agrees to be treated as a participating FR (including a reporting Model 2 FR) or a disregarded entity) and you operate in a jurisdiction other registered deemed-compliant FFI (including a reporting than the country ofresidence identified on line 2. For Model 1 FFI) with respect to any account that it maintains example, assume ABC Co., which is a participating FR and that is held in connection with a commercial financial resident in Country A, operates through a branch in Country activity described in Regulations section 1.1471-6(h) and for B (which is a Model 1IGA jurisdiction) and the branch is which it receives a withholdable payment, or FFI treated as a treated as a reporting Model 1FFI under the terms of the deemed-compliant FFI under an applicable IGA that is Country B Model 1!GA. ABC Co. shouldnot enter its GIIN on subject to due diligence and reporting requirements similar to line 9, and the CountryB branch should complete this Part those applicable to a registered deemed-compliant FFI. By by identifying itself as a reporting Model 1IGA FR and checking the box, you are certifying to all of the statements providing its GIIN on line 13. Furthermore, if the Country B contained on line 14a. branch receiving the payment is a disregarded entity you may be required to provide its legalname on line 3. See the Check box 14b only if you are not providing a withholding instructions for Part 1, line 3. statement with this form because you have assumed primary withholding responsibility under both chapter 3 (nonresident Line 11. Check the one box that applies. If you check alien withholding) and chapter 4 with respect to the reporting Model 1 FFI, reporting Model 2 FFI, participating account(s) and you are either assuming primary Form 1099 -8- Instructions for Form W-8IMY (Rev. 6-2014) EFTA01122029 reporting and backup withholding responsibility or are Form W-8IMY the Forms W-9 (or substitute forms) of permitted to satisfy and do satisfy your chapter 61 persons that are U.S. non-exempt recipients. If you do not requirements as a participating FFI or registered have a Form W-9 for a non-exempt U.S. payee, you must deemed-compliant FFI as described in Regulations section attach to Form W-8IMY any information you do have 1.6049-4(c)(4). regarding that person's name, address, and TIN for a withholding agent to report the payment. Check box 14c if you have assumed only primary withholding responsibility under both chapter 3 (nonresident Withholding statement of a O1. As a 01, you must provide alien withholding) and chapter 4 with respect to the a withholding statement to each withholding agent from account(s) identified on this line or in a withholding statement which you receive reportable amounts or withholdable associated with this form. payments if you have not assumed primary reporting and Check box 14d if you have assumed only primary Form withholding responsibility under chapter 3 and chapter 4 with 1099 reporting and backup withholding responsibility with respect to the payment and, if you are receiving a reportable amount on behalf of a V.S. nonexempt recipient, you have respect to the accounts identified on this line or in a not assumed primary Form 1099 reporting and backup withholding statement associated with this form (including withholding responsibility for the payment. The withholding satisfying as a participating FFI or registered statement becomes an integral part of the Form W-8IMY and, deemed-compliant FFI your Form 1099 reporting to the therefore, the certification statement that you sign in Part extent permitted under Regulations sections 1.6049-4(c)(4)(i) and (c)(4)(ii))• XXVII of the form applies to the withholding statement as well as to the form. Check box 14e only if you have not assumed primary Form 1099 reporting and backup withholding responsibility See your Of Agreement for a more comprehensive and are transmitting Forms W-9 (or otherwise providing information for the withholding agent to report on Form 1099, A COV1,Ul description of the rules applicable to your withholding statement, including the requirements of including when backup withholding applies or withholding the statement under both chapter 3 and chapter 4 for under chapter 4 with respect to recalcitrant account holders) reportable amounts that are also withholdable payments. with respect to each U.S. non-exempt recipient account identified on this line or in a withholding statement associated A Cil withholding statement must: with this form. If you are allocating any portion of the payment • Designate those accounts for which you act as a 01(01 on a withholding statement to a chapter 4 withholding rate designated account), pool of U.S. payees in lieu of providing Forms W-9, you must • Designate those accounts for which you are assuming additionally certify that (as applicable): primary withholding and reporting responsibility under • For each account holder included in a chapter 4 chapter 3 and chapter 4 of the Code, withholding rate pool of U.S. payees who holds an account • If applicable, certify that you are acting as a QSL with that you maintain, you are permitted to provide this pool respect to any U.S. source substitute dividends, and under Regulations section 1.6049-4(c)(4)(iii) (including for • Provide information to allocate the payment, as payments of income other than interest for which reporting applicable, to chapter 3 withholding rate pools and to would be required under chapter 61 but for a coordination chapter 4 withholding rate pools. rule similar to that provided in Regulations section 1.6049-4(c)(4)(iii)); and/or For chapter 4 purposes. A O1receiving a withholdable • For a withholding rate pool of U.S. payees that includes payment must provide a withholding statement which satisfies the requirements of an FR withholding statement or account holders of another intermediary or flow-through chapter 4 withholding statement (if the (Nis not an FFI) when entity, you have obtained or will obtain documentation to the Oldoes not assume primary withholding responsibility establish that the intermediary or flow-through entity is a under chapter 3 and chapter 4 and Form 1099 reporting and participating FR, registered deemed-compliant FR, or a backup withholding responsibility for the payment. qualified intermediary. See Regulations sections 1.1471-3(d) (4) and 1.1471-3(e) for more information on the requirements A O1 that is an FFI may provide an FFI withholding for documenting such chapter 4 statuses. statement to allocate the payment to chapter 4 withholding rate pools (as applicable), including a single pool of Check box 14f to certify that you are a athat is acting as nonparticipating FFIs, a single pool of recalcitrant account a CiSL with respect to all payments associated with this form holders of the CI or another intermediary that is a that are U.S. source substitute dividends made by a party to participating FFI or registered deemed-compliant FFI, and, if a securities lending transaction (as described in Notice the Cil does not assume primary Form 1099 and backup 2010-46). withholding responsibility, a chapter 4 withholding rate pool Although a CI obtains withholding certificates or of U.S. payees. See also Form 1099 reporting, later. A appropriate documentation from beneficial owners, payees, chapter 4 withholding rate pool of U.S. payees may include: and, if applicable, shareholders, as specified in its • If the O1 is a reporting Model 1 FEL an account holder that withholding agreement with the IRS, a CI does not need to is not withheld on under chapter 3, chapter 4, or section 3406 attach the certificates or documentation to this form. that the CI reports as a U.S. account pursuant to the Model 1 However, to the extent you have not assumed primary Form IGA because the account has U.S. indicia and the CI has not 1099 reporting or backup withholding responsibility and are obtained appropriate documentation to treat the account as not permitted to allocate the payment to a chapter 4 held by other than a specified V.S. person; withholding rate pool of U.S. payees under Regulations • If the QI is a reporting Model 2 FFI, an account holder that section 1.6049-4(c)(4)(iii), you must disclose the names of is not withheld on under chapter 3, chapter 4, or section 3406 those U.S. persons for whom you receive reportable amounts that the 01 reports as an account holder of a non-consenting and that are not exempt recipients (as defined in Regulations U.S. account as described in the Model 2 IGA; section 1.6049-4(c)(1)(ii) or under section 6041, 6042, 6045, • For a non-U.S. payor (as described in Regulations section or 6050N). You should make this disclosure by attaching to 1.6049-5(0)(5)) that is a participating FR (including a Instructions for Form W-8IMY (Rev. 6-2014) -9- EFTA01122030 reporting Model 2 FFI), registered deemed-compliant FFI, or a O1 designated account held with the withholding agent for reporting Model 1 FFI, an account holder not withheld on the following recipients: under chapter 4 or section 3406 who the 01 reports under • $20 to NPFFI, a nonparticipating FFI that is an account chapter 4 or an applicable 1GA (including the account holder of the O1; holder's TIN). • $10 each on behalf of two recalcitrant account holders of An FFI withholding statement must also identify each the O1($20 total), each with U.S. indicia (as described in intermediary or flow-through entity that is receiving a Regulations section 1.1441-7(b)(5)) associated with the payment on behalf of a payee and include such entity's account; chapter 4 status and GIIN (if applicable), excluding any • $5 each on behalf of A and B, U.S. individual account intermediary or flow-through entity that is an account holder holders of the O1 that the 01 reports as U.S. accounts or interest holder in another 01, WP, or WT. An FFI pursuant to its chapter 4 reporting obligations as a withholding statement of a 01may combine withholding rate participating FR ($10 total); pool information provided by such an entity to the O1 with • $10 on behalf of C, a U.S. exempt recipient that is not a withholding rate pools comprised of accounts that the 01 specified U.S. person and is an indirect account holder of the maintains. O1 (who beneficially owns the payment through an account A O1 that is not an FFI and that does not assume primary with another participating FFI); withholding responsibility under chapter 3 and chapter 4 • $20 on behalf of D, a U.S. non-exempt recipient that is a must provide a chapter 4 withholding statement that contains specified U.S. person who is an indirect account holder of the the name, address, TIN (if any), entity type (if applicable), O1 (that beneficially owns the payment through an account and chapter 4 status of each payee, the amount allocated to with a certified deemed-compliant FFI described in each payee, a valid withholding certificate or other Regulations section 1.1471-5(0(2)); and documentation sufficient to establish the payee's chapter 4 • $10 each on behalf of two nonresident alien individuals status. However, a chapter 4 withholding statement may who are account holders of the O1, one of whom is entitled to include pooled information for payees that are a 15% rate of withholding under an applicable income tax nonparticipating FFIs that hold accounts that the 01 treaty. maintains or hold accounts with an intermediary or The dividend payment is both a withholdable payment flow-through entity receiving the payment from the O1. See under chapter 4 and a reportable amount under chapter 3. Regulations section 1.1474-1(d)(3). The O1 assumes primary withholding and reporting For chapter 3 purposes. In the case of a reportable responsibility under chapter 3 and chapter 4 as well as amount that is a withholdable payment, any portion of the primary Form 1099 reporting and backup withholding payment for which you are acting as a 01 that is not allocated responsibility. As a result, the O1 is not required to provide a to a chapter 4 withholding rate pool or a U.S. non-exempt withholding statement allocating the payment to specific recipient (including for backup withholding purposes) must payees or withholding rate pools. The O1 will provide Form be allocated to a chapter 3 withholding rate pool or pool of W-RIMY and check boxes 14a and 14b. U.S. exempt recipients. A chapter 3 withholding rate pool is a Example 2. The facts are the same as Example 1, payment of a single type of income, based on the categories except O1 is a non-U.S. payor under Regulations section of income reported on Form 1042-S or Form 1099 (for 1.6049-5(c)(5) and does not assume primary Form 1099 and example, interest or dividends), that is subject to a single rate backup withholding responsibility but reports the accounts of of withholding and is exempt from chapter 4 withholding. The A and B as U.S. accounts under Regulations section chapter 3 withholding rate pool may be established by any 1.1471-4(d). reasonable method agreed upon by you and the withholding agent. For example, you may agree to establish a separate 01 must provide a withholding statement allocating $20 of account for a single chapter 3 withholding rate pool or you the payment to D, and $10 to a chapter 4 withholding rate may agree to divide a payment made to a single account into pool of U.S. payees. 01 need not allocate any portion of the portions allocable to each chapter 3 withholding rate pool. payment specifically to A or B because CI is a non-U.S. You must provide the chapter 3 withholding rate pool payor that is permitted to include A and B in a chapter 4 information that is required for the withholding agent to meet withholding rate pool of U.S. payees under Regulations its withholding and reporting obligations. A withholding agent section 1.6049-4(c)(4)(i). The O1 will provide Form W-8IMY may request any information reasonably necessary to and check boxes 14a, 14c, 14e, and 14e(i). withhold and report payments correctly. Example 3. The facts are the same as Example 1, except OI is a U.S. payor and does not assume primary Form 1099 Form 1099 reporting. If you do not assume primary Form and backup withholding responsibility. 1099 reporting and backup withholding responsibility, you must provide payee specific information for each U.S. Because O1 is a U.S. payor, it is not permitted to, under non-exempt recipient account holder (other than those U.S. Regulations section 1.6049-4(c)(4)(i) and (iii), to include A payees included in a chapter 4 withholding rate pool of U.S. and B in a chapter 4 withholding rate pool of U.S. payees. CI payees (described in Regulations section 1.6049-4(c)(4)(iii) must provide a withholding statement allocating $5 of the and earlier in these instructions) or when the altemative payment to A, $5 of the payment to B, $10 of the payment to procedure is used (see later)). The pools are based on valid C, and $20 of the payment to D along with Forms W-9 for documentation that you obtain under your withholding each of them. O1 will provide Form W-8IMY and check boxes agreement with the IRS or, if a payment cannot be reliably 14a, 14c, and 14e. associated with valid documentation, under the applicable Example 4. The facts are the same as Example 1, presumption rules. except CH is a non-U.S. payor that does not assume primary Example 1. A 01 that is a participating FFI receives a withholding and reporting responsibility under chapter 3 and $100 payment of U.S. source dividends on an account that is chapter 4. CI also does not assume primary Form 1099 and backup withholding responsibility. -10- Instructions for Form W-8IMY (Rev. 6-2014) EFTA01122031 If the O1 does not assume primary withholding and payment, you must provide your chapter 4 status on line 5 or reporting responsibility under chapter 3 and chapter 4 as well as otherwise permittedin these instructions to avoid as primary Form 1099 reporting and separate backup withholding at the chapter 4 rate of 30% being applied to any withholding responsibilities, the QI will provide an FFI withholdable payment you receive from the withholding agent withholding statement with the following pools: regardless of whether you check box 15b (except for • Nonparticipating FFI Pool — $20 (which is subject to documentation provided with respect to exempt beneficial chapter 4 withholding); owners). See the specific instructions for Part IX. • Recalcitrant Account Holder Pool — $20 (which is subject to chapter 4 withholding and which is aggregated in a single Check box 15b if you are using this form to transmit pool of recalcitrant account holders rather than each class withholding certificates or other documentation along with a described in Regulations section 1.1471-4(d)(6)); withholding statement (subject to the certifications on this • Chapter 4 Withholding Rate Pool of U.S. Payees — $10 form) that satisfies the requirements of chapters 3 and 4 (for the portion of the payment allocable to A and B); (including if you are providing pooled information for • Chapter 330% Rate Pool — $10; purposes of chapter 61 under the alternative procedure for • Chapter 3 15% Rate Pool — $10; and U.S. non-exempt recipients, discussed later, or chapter 4 • 0% Rate Pool —$10 (for the portion of the payment withholding rate pools (as applicable) for a withholdable payment). allocable to C). CI will also be required to allocate $20 to a separate Check box 15c to certify that you are permitted under withholding rate pool for D because D is a U.S. non-exempt Regulations section 1.6049-4(c)(4) to provide a chapter 4 recipient who cannot be included i hapter 4 withholding withholding rate pool of U.S. payees to which a payment is rate pool of U.S. payees (because account is maintained allocated on a withholding statement associated with the by a certified deemed-compliant FFI). See Regulations Form W-8IMY. section 1.6049(c)(4)(iii), but see the alternative procedure for Check box 15d to certify that you are acting as a CISL with U.S. non-exempt recipients, later. respect to the accounts identified on this line or in a Alternative procedure for U.S. non-exempt recipients. withholding statement associated with this form with respect If approved by the withholding agent, you can establish: to a payment that is a U.S. source substitute dividend. • A single pool (not subject to backup withholding) for all U.S. non-exempt recipient account holders for whom you If you are acting on behalf of another NQI or on behalf of a have provided Forms W-9 or are includible in a chapter 4 foreign partnership or foreign trust that is not a withholding withholding rate pool of U.S. payees prior to the withholding foreign partnership or a withholding foreign trust, you must agent making any payments. Alternatively, you may include attach to your Form W-8IMY the Form W-8IMY of the other such U.S. non-exempt recipients in a zero rate withholding NQI, foreign partnership, or foreign trust together with the pool that includes U.S. exempt recipients and foreign withholding certificates and other documentation attached to persons exempt from non-resident alien withholding provided that Form W-8IMY that is required, as applicable, for both all the conditions of the alternative procedure are met; and chapter 3 and chapter 4 purposes. • A separate pool for all U.S. non-exempt recipient account Withholding statement of an NQI. An NCH must provide a holders subject to backup withholding for whom you have not withholding statement and appropriate documentation to provided Forms W-9 prior to the withholding agent making obtain reduced rates of withholding for its customers under any payments. chapter 3 and chapter 61 and to avoid certain reporting If you elect the alternative procedure, you must provide responsibilities. However, see the paragraph later describing the information required by your Qlwithholding agreement to an NCI's withholding statement for chapter 4 purposes for the withholding agent not later than January 15 of the year when an NCI may provide a chapter 4 withholding rate pool following the year in which the payments are paid. Failure to of U.S. payees without such documentation. The withholding provide this information may result in penalties under statement must be provided prior to a payment and becomes sections 6721 and 6722 and termination of your withholding an integral part of the Form W-8IMY and, therefore, the agreement with the IRS. certification statement that you sign in Part XXVIII of the form applies to the withholding statement as well as to the form. The amount allocable to these two pools under the A alternative procedure excludes amounts allocated to the chapter 4 withholding rate pool of U.S. payees. For chapter 4 purposes. An NCI receiving a withholdable payment must provide a withholding statement which satisfies the requirements of an FFI withholding Updating the statement. The statement by which you statement or chapter 4 withholding statement (if the NQI is identify the relevant withholding rate pools must be updated not a participating FFI or registered deemed-compliant FFI). as often as is necessary to allow the withholding agent to An FFI withholding statement may allocate the payment to withhold at the appropriate rate on each payment and to chapter 4 reporting rate pools (as appropriate), including a correctly report the income to the IRS. The updated chapter 4 withholding rate pool for nonparticipating FFIs, information becomes an integral part of Form W-8IMY. recalcitrant account holders (in each class of account holders described in Regulations section 1.1471-4(d)(6)(i)), and, for Part IV — Nonqualified Intermediary an NCI that is a participating FFI (including a reporting Model If you are providing Form W-8IMY as a nonqualified 2 FFI) or a registered deemed-compliant FFI (including a intermediary (NQI), you must check box 15a. By checking reporting Model 1 FFI), U.S. payees (see the description of this box, you are certifying to all of the statements on the chapter 4 withholding rate pool of U.S. payees described line 15a. in Withholding statement of a O1, earlier). However, an NCI may allocate a portion of a reportable amount (regardless of Ifyou are required to provide a chapter 4 status on whether the payment is a withholdable payment) to a line 5 (see specific instructions for line 5) and are chapter 4 withholding rate pool of V.S. payees when the NCI acting as an intermediary fora withholdable satisfies the requirements to provide such a pool (including Instructions for Form W-8IMY (Rev. 6-2014) EFTA01122032 the requirement to certify to its status as a participating FFI statement must also include the U.S. or foreign TIN (if (including a reporting Model 2 FFI) or registered required) and, if the beneficial owner is not an individual and deemed-compliant FFI (including a reporting Model 1 FFI)). is claiming treaty benefits, state whether the limitation on The withholding statement must also identify each benefits and section 894 statements have been provided by intermediary or flow-through entity that is receiving a the beneficial owner. You must inform the withholding agent payment (excluding any intermediary or flow-through entity as to which payments those statements relate; and that is an account holder or interest holder in another QI, WP, • Include any other information the withholding agent or WT), each such entity's chapter 4 status and GIIN (if requests in order to fulfill its withholding and reporting applicable), and the chapter 4 withholding rate pools obligations under chapters 3 and 4 of the Code and/or Form associated with each such entity receiving the payment. 1099 reporting and backup withholding responsibility. A chapter 4 withholding statement must contain the name, Alternative procedure for Mts. To use the alternative address, TIN (if any), entity type, chapter 4 status of each procedure you must inform the withholding agent on your payee, the amount allocated to each payee, and a valid withholding statement that you are using the procedure and withholding certificate or other documentation sufficient to the withholding agent must agree to the procedure. establish each payee's chapter 4 status. However, a Under this procedure, you must provide a withholding chapter 4 withholding statement may instead include pooled agent with all the information required on the withholding information for payees that are nonparticipating FFIs. The statement (see Withholding statement of an NOI, earlier) and withholding statement must also identify each intermediary or all payee documentation, except the specific allocation flow-through entity that is receiving a payment (excluding any information for each payee, prior to the payment of a intermediary or flow-through entity that is an account holder reportable amount. In addition, you must provide the or interest holder in another O1, WP, or WT), each such withholding agent with withholding rate pool information. The entity's chapter 4 status and GIIN (if applicable), and the withholding statement must assign each payee that is not chapter 4 withholding rate pools associated with each such subject to withholding under chapter 4 to a chapter 3 entity receiving the payment. withholding rate pool prior to the payment of a reportable For chapter 3 and chapter 61purposes. For chapter 3 amount. The withholding rate pool may be established by any and chapter 61 purposes, a withholding statement for a reasonable method agreed upon by you and the withholding reportable amount must include the information described agent. For example, you may agree to establish a separate later. For such payments that are also withholdable account for a single withholding rate pool, or you may agree payments, the withholding statement should allocate only the to divide a payment made to a single account into portions portion of the payment that was not allocated to a chapter 4 allocable to each withholding rate pool. You must determine withholding rate pool (as described earlier) or to a payee withholding rate pools based on valid documentation or, to identified on the withholding statement to whom withholding the extent a payment cannot be reliably associated with valid was applied under chapter 4, as follows: documentation, the applicable presumption rules. • Include the name, address, U.S. TIN (if any), chapter 4 You must provide the withholding agent with sufficient status (for a foreign person receiving a withholdable information to allocate the income in each withholding rate payment), and the type of documentation (documentary pool to each payee (including U.S. exempt recipients) within evidence, Form W-9, or type of Form W-8) for every person the pool no later than January 31 of the year following the for whom documentation has been received and must state year of payment. If you fail to provide allocation information, if whether that person is a U.S. exempt recipient, a U.S. required, by January 31 for any withholding rate pool, you non-exempt recipient, or a foreign person. The statement may not use this procedure for any payment made after that must indicate whether a foreign person is a beneficial owner date for all withholding rate pools. You may remedy your or an intermediary, flow-through entity, V.S. branch, or failure to provide allocation information by providing the territory financial institution and the type of recipient, based information to the withholding agent no later than February on the recipient codes shown on Form 1042-S; 14. • Allocate each payment by income type to every payee for In the case of a reportable amount that is also a whom documentation has been provided. The type of income withholdable payment, an NQI may include amounts is based on the income codes reported on Form 1042-S (or, allocable to a chapter 4 withholding rate pool (other than a if applicable, the income categories for Form 1099). If a chapter 4 withholding rate pool of U.S. payees) and payees payee receives income through another NQI, flow-through subject to chapter 4 withholding for whom the NQI will entity, or U.S. branch acting as an intermediary, your provide payee specific information in a 30-percent rate pool withholding certificate must also state the name, address, together with payees subject to chapter 3 withholding at the U.S. TIN (if known), and, for a withholdable payment, the 30-percent rate and may not otherwise apply these chapter 4 status (if required) and GIIN (if applicable) of the provisions for payments made to U.S. non-exempt recipients other NQI or V.S. branch from which the payee directly (regardless of whether the payment is a withholdable receives the payment or the flow-through entity in which the payment). For the amount of the payment allocable to a payee has a direct ownership interest. If another NQI, chapter 4 withholding rate pool of U.S. payees, an NQI may flow-through entity, or V.S. branch fails to allocate a include such an amount in the withholding rate pool that is payment, you must provide, for that payment, the name of exempt from withholding (an NQI can include such payees in the NQI, flow-through entity, or U.S. branch that failed to an exempt pool regardless of whether the payment is a allocate the payment; withholdable payment). The NQI must identity prior to the • If a payee is identified as a foreign person, you must payment each chapter 4 withholding rate pool to be allocated specify the rate of withholding under chapter 3 to which the a portion of the payment and must also allocate by January payee is subject, the payee's country of residence and, if a 31 the portion of the payment to each such pool in addition to reduced rate of withholding is claimed, the basis for that allocating the payment to each other payee as described in reduced rate (for example, treaty benefit, portfolio interest, or the preceding paragraph. See Regulations section exemption under section 501(c)(3), 892, or 895). The -12- Instructions for Form W-RIMY (Rev. 6-2014) EFTA01122033 1.1441-1(e)(3)(iv)(D)(2) for further information on alternative Check box 17c to certify that you are a U.S. branch that procedures for an NQI. does not have an agreement with the withholding agent to be treated as a U.S. person. You must certify that you are Part V — Territory Financial transmitting withholding certificates or other documentation Institution for persons for whom you are receiving the payment. You must also certify that you have provided or will provide a Line 16 withholding statement (as required) and, if you are receiving a withholdable payment, provide your chapter 4 status in Part Check box 16a to certify that you are a financial institution I, line 5 (if required). The withholding statement must provide (other than an investment entity that is not also a depository the same information outlined under Withholding statement institution, custodial institution, or specified insurance of an NQI, earlier, including the applicable chapter 4 company) incorporated or organized under the laws of a information required for the withholding statement if you are possession of the United States. receiving a withholdable payment. See the information for an You must also check either box 16b or 16c. Check FFI withholding statement or a chapter 4 withholding box 16b to certify that you have agreed to be treated as a statement in Withholding statement of an NQI, earlier. U.S. person for purposes of both chapter 3 and chapter 4 Part VII — Withholding Foreign with respect to payments associated with this Form W-8IMY. In this case, you will be responsible for chapter 3 withholding Partnership (WP) or Withholding and reporting, backup withholding under section 3406, and chapter 4 withholding and reporting for any payments you Foreign Trust (WT) make to persons for whom you are receiving a reportable Check box 18 if you are a WP or a WT for the accounts for amount or withholdable payment. If you check this box 16b, which you are providing this form and you are receiving the you must provide an EIN on line 8. income on behalf of your partners, beneficiaries, or owners. If you are not receiving the income on behalf of your partners, Check box 16c to certify that you are a territory financial beneficiaries, or owners, do not complete this Part VII. institution that has not agreed to be treated as a U.S. person. Instead, complete Part III or Part IV, whichever is appropriate. You must certify that you are transmitting withholding certificates or other documentation for persons for whom you If you are acting as a WP or WT, you must assume are receiving a payment (as required for chapter 3, primary withholding and reporting responsibility under chapter 61, and section 3406 purposes, and, in the case of a chapter 3 and chapter 4 for all payments that are made to withholdable payment, documentation required for chapter 4 you for your partners, beneficiaries, or owners. Therefore, withholding and reporting purposes). See Regulations you are not required to provide information to the withholding section 1.1471-3(a)(3)(iv). You must also certify that you agent regarding each partner's, beneficiary's, or owners have provided or will provide a withholding statement (as distributive share of the payment and the information for the required). The withholding statement must provide the same withholding agent to report under section 1472 (if otherwise information outlined under Withholding statement of an NQI, required). If you are also receiving payments from the same earlier, including the applicable chapter 4 information if you withholding agent for persons other than your partners, are receiving a withholdable payment. beneficiaries, or owners, you must provide a separate Form A territory entity that is a flow-through entity but is W-RIMY for those payments. If you are receiving a A not a territory FImay not complete this Part V and CAUTION agree to be treatedas a U.S. person. Instead, withholdable payment, you must provide a chapter 4 status in line 5 other than that of a nonparticipating FR and provide your GIIN (if applicable). complete Part IV or Part VIII, as appropriate. Part VIII — Nonwithholding Foreign Part VI — Certain U.S. Branches Partnership, Simple Trust, or Grantor Line 17 Trust Check box 17a to certify that you are a U.S. branch Check box 19 if you are a foreign partnership or a foreign described in Regulations section 1.1441-1(b)(2)(W) receiving simple or grantor trust that is not a WP or WT. By checking income that is not effectively connected with the conduct of a this box, you are certifying to both of the statements on trade or business in the United States. line 19. You must also check either box 17b or 17c. Check box 17b to certify that you are a U.S. branch of a foreign bank Note. If you are receiving income that is effectively or insurance company described in this certification that is a connected with the conduct of a trade or business in the participating FR, registered deemed-compliant FFI, or NFFE United States, provide Form W-8ECI (instead of Form that has agreed with the withholding agent to be treated as a W-8IMY). If you are not receiving the income on behalf of U.S. person with respect to payments associated with this your partners, beneficiaries, or owners, do not complete Part Form W-8IMY. In such case, you will be responsible for VIII. Instead, complete Part III or Part IV, whichever is chapter 3 withholding and reporting, backup withholding appropriate. If you are a hybrid entity claiming treaty benefits, under section 3406, chapter 4 withholding and reporting for provide Form W-8BEN-E. However, if you are receiving a any payments you make to persons for whom you are withholdable payment you may also be required to provide receiving a withholdable payment, and will be treated as a this Form W-8IMY and disclose your chapter 4 status and the U.S. payor for chapter 61 purposes. See Regulations section chapter 4 status of each of your owners. See the instructions 1.6049-5(c)(5)(i)(F). You must provide your EIN on line 8 to Form W-8BEN-E for more information about hybrid entities and, if you are a branch of an FR receiving a withholdable claiming treaty benefits. payment, a GIIN on line 9 of another branch of the FFI of If you are acting on behalf of an NQI or another foreign which you are a part. partnership or foreign trust that is not a withholding foreign Instructions for Form W-8IMY (Rev. 6-2014) -13- EFTA01122034 partnership or a withholding foreign trust, you must associate information the withholding agent reasonably requests in with your Form W-81MY the Form W-81MY of the other order to fulfill its obligations under chapter 4. Additionally, the foreign partnership or foreign trust together with the withholding statement must provide all information required withholding certificates and other documentation attached to for purposes of chapter 3 with respect to each exempt that other form. beneficial owner if the payment is subject to withholding If you are receiving a withholdable payment, you must under chapter 3. The withholding statement must allocate the provide a chapter 4 status in fine 5 other than that of a remainder of the payment that is not allocated to an exempt nonparticipating FFI and provide your GIIN (if applicable) and beneficial owner to the nonparticipating FFI receiving the the information required for the withholding agent to report payment. under section 1472. Part X — Sponsored FFI That Has Not Withholding statement of nonwithholding foreign part- nership or nonwIthholding foreign trust. You must Obtained a GIIN provide the withholding agent with a withholding statement to On line 21a, enter the name of the sponsoring entity that has obtain reduced rates of withholding and relief from certain agreed to fulfill your chapter 4 due diligence, reporting, and reporting obligations. The withholding statement must withholding obligations on your behalf. You must provide the provide the same information outlined under Withholding sponsoring entity's GIIN on line 9. However, you will be statement of an NOI, earlier. The withholding statement required to obtain a GIIN by January 1, 2016. becomes an integral part of the Form W-8IMY. Thus, if you You must check the applicable box in line 21b or 21c to are an FFI and allocate any portion of the payment to a certify that you are either an investment entity or controlled chapter 4 withholding rate pool of V.S. payees with respect to foreign corporation (within the meaning of section 957(a)) accounts that you maintain, you must meet the requirements and satisfy the other relevant requirements for this of Regulations section 1.6049-4(c)(4)(iii) and certify to your classification. status in Part I, line 5 as a participating FFI, registered deemed-compliant FFI, reporting Model 1 FFI, or reporting Part XI — Owner-Documented FFI Model 2 FFI. By providing a withholding statement making such an allocation with this form, you certify that you meet the Art owner-documentedFFI should only complete requirements outlined for an Nal withholding statement described earlier. A CAUTIO Form W-8IMY ifit is a flow-through entity receiving income allocable to its partners, owners, or beneficiaries. An owner-documentedFFIis not permitted to Certain special rules for partnerships and trusts. Under act as an intermediary with respect to a withholdable certain conditions, a QI, WT, or WP may apply special payment. provisions of the relevant withholding agreement to certain partnerships and trusts that are not acting as a WP or WT. All owner-documented FFIs must check box 22a to certify See the QI agreement, WP agreement, or WT agreement (as that you satisfy the requirements for this classification and applicable) specifying these special procedures. are providing this form to a U.S. financial institution, participating FFI, or reporting Model 1 FFI that has agreed to Certification of Chapter 4 Status: act as a designated withholding agent with respect to the Parts IX Through XXVII entity identified on line 1 (see Regulations section 1.1471-5(f) You should complete only one part certifying to your (3)). chapter 4 status (if required). Identify which part (if any) you You must also check either box 22b or 22c. Check should complete by reference to the box you checked on box 22b to certify that you have provided or will provide the line 5. documentation set forth in the certifications, including the owner reporting statement described in this line 22b. Check Part IX — Nonparticipating FFI With box 22c to certify that you have provided or will provide an Exempt Beneficial Owners auditors letter (in lieu of the information required by line 22(b)) that satisfies the requirements described in this You are not required to complete this part unless you line. are a nonparticipating FF7providing documentation on behalf of an exempt beneficial owner. Part XII — Certified Check box 20 to certify that you are transmitting Deemed-Compliant Nonregistering withholding certificates or other documentation for exempt Local Bank beneficial owners for chapter 4 purposes on whose behalf you are receiving a payment that is a withholdable payment. All nonregistering local banks must check box 23 to certify See Regulations section 1.1471-6. You must also certify that that you satisfy all of the requirements for this certified deemed-compliant classification. you have provided or will provide a withholding statement (as required) allocating a portion of the payment to the exempt Part XIII — Certified beneficial owners as required under Regulations section 1.1471-3(d)(8)(ii). The withholding statement must include Deemed-Compliant FFI with Only the name, address, TIN (if any), entity type, and chapter 4 status of each exempt beneficial owner on behalf of which Low-Value Accounts the nonparticipating FFI is receiving the payment, the amount All FFIs with only low-value accounts must check box 24 to of the payment allocable to each exempt beneficial owner, a certify that you satisfy all of the requirements for this certified valid withholding certificate or other documentation sufficient deemed-compliant classification. to establish the chapter 4 status of each exempt beneficial owner under the requirements of chapter 4, and any other -14- Instructions for Form W-RIMY (Rev. 6-2014) EFTA01122035 Part XIV — Certified Part XIX — Exempt Retirement Plans Deemed-Compliant Sponsored, All exempt retirement plans must check the appropriate box to certify that you satisfy the requirements for this Closely Held Investment Vehicle classification. On line 25a, enter the name of the sponsoring entity that has If you are not a flow-through entity or acting as an agreed to fulfill your chapter 4 due diligence, reporting, and withholding obligations on your behalf. You must also enter the GIIN of your sponsoring entity on line 9. A CAUTION intermediary with respect to the payment for chapter 3 purposes, do not complete Form W-81MY. If you are the beneficial owner of the payment and are claiming an exemption under sections 115(2), 892, or 895 as All sponsored, closely held investment vehicles must check box 25b to certify that you satisfy the requirements for well as exempt beneficial owner status under Regulations certified deemed-compliant classification as a sponsored section 1.1471-6 you shouldprovide Form W-8EXP. Ifyou entity. are receivingpayments which do not qualify fora statutory exemption from tax but for which you are claiming benefits Part XV — Certified under an applicable income tax treaty, provide Form W-8BEN-E. Deemed-Compliant Limited Life Debt Investment Company Part XX - Excepted Nonfinancial All limited life debt investment entities must check box 26 to Group Entity certify that you satisfy the requirements for this certified All excepted nonfinancial group entities must check box 31 to deemed-compliant classification. certify that you satisfy the requirements for this classification. Part XVI — Restricted Distributor Part XXI — Excepted Nonfinancial All restricted distributors must check box 27a to certify that you satisfy the requirements for this classification. Start-Up Company All excepted nonfinancial start-up companies must check You must also check either box 27b or 27c, as box 32 to certify that you satisfy the requirements for this appropriate, to certify that your distribution agreement meets classification. You must also provide the date you were the requirements of this classification. formed or your board passed a resolution (or equivalent measure) approving a new line of business (which cannot be Part XVII — Foreign Central Bank of that of a financial institution or passive NFFE). Issue Part XXII — Excepted Nonfinancial A foreign central bank of issue must check box 28 to certify that you are acting as an intermediary and are an entity Entity in Liquidation or Bankruptcy defined in Regulations section 1.1471-6 that is treated as the All excepted nonfinancial group entities in liquidation or beneficial owner of the payment for chapter 4 purposes bankruptcy must check box 33 to certify that you satisfy the (applying the rule in Regulations section 1.1471-6(d)(4)). You requirements for this classification. You must also provide the cannot be treated as an intermediary for purposes of this Part date that you filed a plan of liquidation, plan of reorganization, XVII if you are receiving the payment in connection with a or bankruptcy petition. commercial activity described in Regulations section 1.1471-6(h)(1) or are not receiving payments subject to Part XXIII — Publicly Traded NFFE or chapter 3 withholding. NFFE Affiliate of a Publicly Traded Part XVIII — Nonreporting IGA FFI Corporation Check box 29 to indicate that you are treated as a All publicly traded NFFEs must check box Ma to certify that nonreporting IGA FFI under an applicable IGA, including an you are not a financial institution and provide the name of a entity treated as a registered deemed-compliant FFI under an securities exchange on which the stock of the NFFE is applicable IGA. You must identify the applicable IGA by publicly traded. entering the name of the jurisdiction that has the applicable IGA in effect with the United States. You must also provide An NFFE that is a member of the same expanded the withholding agent with the class of entity described in affiliated group (as described in Regulations section Annex II of the IGA applicable to your status. If you are an FFI 1.1471-5(i)) as a publicly traded U.S. or foreign entity must treated as a registered deemed-compliant FFI under an check this box, provide the name of the publicly traded entity, applicable Model 2 IGA, you must provide your GIIN in the and identify the securities market on which the stock of the space provided. The GIIN does not need to be provided on publicly traded entity is traded. See Regulations section line 9. See www.treasurygov/resource-center/tax-policy/ 1.1472-1(c)(1)(i) to determine if an entity is publicly traded. treaties/Pages/FATCA-Archive.aspx for a list of jurisdictions treated as having an IGA in effect for purposes of making this Part XXIV — Excepted Territory NFFE certification. All excepted territory NFFEs must check box 35 to certify that you satisfy the requirements for this classification. See Ifyou are a sponsored FF1in a Model 1IGA Regulations section 1.1472-1(c)(1)(iii) for the definition of an jurisdiction or other nonreporting FR in a Model 1 excepted territory NFFE. 1GA jurisdiction that is required to report an account, you are currently not required to provide a GIIN in this Part Part XXV — Active NFFE XII. However, a future version of this form may require you to All active NFFEs must check box 36 to certify that you satisfy provide a MIN. the requirements for this classification. hntruCtiOns for Form W-8IMY (Rev. 6-2014) -15- EFTA01122036 Part XXVI — Passive NFFE certifications described in this paragraph unless required by the withholding agent or FFI to whom you are providing this All passive NFFEs must check box 37 to certify that you are form. not a financial institution (other than an investment entity organized in a possession of the United States). You must Any certifications provided under an applicable IGA also certify that you have provided a withholding statement remain subject to the penalty of perjury statement and other associated with Form W-RIMY to the extent you are required certifications made in Part XXVIII. to provide a withholding statement. Entities Providing Alternate Certifications Under Part XXVII — Sponsored Direct Regulations Reporting NFFE If you qualify for a chapter 4 status that is not shown in Part I, All sponsored direct reporting NFFEs must certify that you line 5, of this form, you may attach applicable certifications are not a financial institution and provide the name of your for such status from any other Form W-8 on which the sponsoring entity. Provide your GIIN or, prior to January 1, relevant certifications appear. For example, if you are a 2016, the GIIN of your sponsor on line 9. certified deemed-compliant investment advisor or investment manager described in Regulations section 1.1471-5(f)(2)(v) Part XXVIII — Certification that is a flow-through entity, you may attach the certifications Form W-81MY must be signed and dated by a person found in Part IX of Form W-8BEN-E. If the applicable certifications do not appear on any Form W-8 (if, for example, authorized to sign a declaration under penalties of perjury on new regulations provide for an additional chapter 4 status behalf of the person whose name is on the form. By signing and this form has not been updated) then you may provide Form W-81MY the authorized representative, officer, or agent also agrees to provide a new form within 30 days following a an attachment certifying that you qualify for the applicable change in circumstances (unless no future payments will be status described in a particular Regulations section in lieu of made to the intermediary or flow-through entity by the checking a box in Part I, line 5. Include a citation to the withholding agent and the requestor does not need an applicable provision in the Regulations. Any such attached updated form for chapter 4 purposes). certification becomes an integral part of this Form W-RIMY and is subject to the penalty of perjury statement and other Special Instructions certifications made in Part XXVIII. Entities Providing Certifications Under an Paperwork Reduction Act Notice. We ask for the information on this form to carry out the Internal Revenue Applicable IGA (Do Not Complete Line 5) laws of the United States. You are required to provide the A withholding agent that is an FFI may provide you with a information. We need it to ensure that you are complying with chapter 4 status certification other than as shown in Parts IX these laws and to allow us to figure and collect the right through XXVII in order to satisfy its due diligence amount of tax. requirements under an applicable IGA. In such a case, you may attach the alternative certifications to this Form W-81MY You are not required to provide the information requested in lieu of completing a certification otherwise required in Parts on a form that is subject to the Paperwork Reduction Act IX through XXVII provided that you: 1) determine that the unless the form displays a valid OMB control number. Books certification accurately reflects your status for chapter 4 or records relating to a form or its instructions must be purposes or under an applicable IGA; and 2) the withholding retained as long as their contents may become material in agent provides a written statement to you that it has provided the administration of any Internal Revenue law. Generally, the certification to meet its due diligence requirements as a tax retums and return information are confidential, as participating FR or registered deemed-compliant FFI under required by section 6103. an applicable IGA. The time needed to complete and file this form will vary You may also provide with this form an applicable IGA depending on individual circumstances. The estimated certification if you are determining your chapter 4 status average time is: Recordkeeping,11 hr., 43 min.; Learning under the definitions provided in an applicable IGA and your about the law or the form, 5 hr., 55 min.; Preparing the certification identifies the jurisdiction that is treated as having form, 7 hr., 34 min. an IGA in effect and describes your status as an NFFE or FFI in accordance with the applicable IGA. However, if you If you have comments concerning the accuracy of these determine your status under an applicable IGA as an NFFE, time estimates or suggestions for making this form simpler, you must still determine if you are an excepted NFFE under we would be happy to hear from you. You can send us comments from www.irs.qov/formspubs. Click on More the regulations in order to complete this form. Additionally, you are required to comply with the conditions of your status Information" and then on "Give us feedback? You can write under the law of the IGA jurisdiction if you are determining to the Internal Revenue Service, Tax Forms and Publications, your status under an applicable IGA. If you cannot provide 1111 Constitution Ave. NW, IR-6526, Washington, DC the certifications in Parts IX through XXVII, do not check a 20224. Do not send Form W-SIMY to this office. Instead, give box in line 5. However, if you determine your status under the it to your withholding agent. definitions of the IGA and can certify to a chapter 4 status included on this form, you do not need to provide the -16- Instructions for Form W-8IMY (Rev. 6-2014) EFTA01122037 EXHIBIT D PRIVACY POLICY This Privacy Notice is included in compliance with the Federal Trade Commission's rules regarding the privacy of nonpublic personal information. This Privacy Notice explains the manner in which VALAR GLOBAL FUND III LP (the "Fund") will collect and use nonpublic personal information about our partners. This Privacy Notice applies only to partners who are individuals. The Fund collects nonpublic personal information about you from the following sources: • Subscription Agreements or other forms (for example, name, address, Social Security number, assets and income); and • Ownership records of the Fund (such as the amount of your percentage ownership interest and any capital commitment). The Fund is committed to protecting your privacy and maintaining the confidentiality and security of your personal information. We do not disclose any personal information we receive from you unless required by law or to discharge our management duties. We expect to disclose limited information about your interest in the Fund only as necessary to (i) effect in kind distributions of our portfolio securities through brokers and (ii) fulfill our financial reporting obligations to our partners. We may also disclose certain of your information to our outside service providers, such as lawyers and auditors, but only as permitted by law and as necessary in performing our management duties. The Fund considers the protection of sensitive personal information to be a sound business practice and intends to scrupulously guard the privacy of our partners. EXHIBIT D 121611407 v2 EFTA01122038