SECTION 1. PURPOSE AND SCOPE

Sec. 1.01. General Obligations. QI is a withholding agent under chapter 3 of the Code and a payor under chapter 61 and section 3406 of the Code for amounts that it pays to its account holders. Except as otherwise provided in this Agreement, QI’s obligations with respect to amounts it pays to account holders are governed by chapter 3, chapter 61, and section 3406 of the Code and the regulations thereunder. QI shall act in its capacity as a qualified intermediary pursuant to this Agreement only for those accounts QI has with a withholding agent that QI has designated as accounts for which it acts as a qualified intermediary. QI is not required to act as a qualified intermediary for all accounts that it has with a withholding agent. However, if QI designates an account as one for which it will act as a qualified intermediary, it must act as a qualified intermediary for all payments made to that account. Sec. 1.02. Parties to the Agreement. This Agreement applies to: (A) All offices of QI located in the countries described in Appendix A of this Agreement; and (B) The Internal Revenue Service. Notwithstanding section 1.02(A) of this Agreement, an office of QI shall be subject to the provisions of this Agreement only to the extent it receives a payment from a withholding agent with respect to an account that QI has designated as an account for which it is acting as a qualified intermediary. See section 6.02 of this Agreement for the procedure to designate an account. QI may add any countries not initially included in Appendix A without prior IRS approval if the country is one for which the IRS will enter a model qualified intermediary agreement and QI provides the IRS an amended Appendix A at the address described in section 12.06 of this Agreement. Offices in the additional countries may begin to operate under this Agreement immediately after QI satisfies the notification requirement of this section 1.02. Appendix A, as amended, shall become part of this Agreement.

January 24, 2000 390 2000–4 I.R.B.

“Designated broker proceeds” means– (A) Any broker proceeds from the sale of assets that produce, or could produce, reportable amounts if the sale is effected at an office inside the United States, as defined in Treas. Reg. §1.6045–1(g)(3), (unless an exception to reporting applies under chapter 61 of the Code); and (B) Any broker proceeds from the sale of an asset that produces, or could produce, reportable amounts that are beneficially owned by a U.S. non-exempt recipient whose identity and account information is prohibited from disclosure as described in section 6.04 of this Agreement. For this purpose, it is irrelevant whether the sale is effected by QI or another person upon instructions from QI. It is also irrelevant whether the sale is effected at an office inside or outside the United States. Thus, the exception in Treas. Reg. §1.6045–1(a) (which excepts sales effected at an office outside the United States by a non-U.S. payor) and the exception in Treas. Reg. 31.3406(g)–1(e) (which excepts certain payments made outside the United States from backup withholding) do not apply in the case of an account holder whose identity is prohibited by law from disclosure. Sec. 2.12. Documentary Evidence. “Documentary evidence” means any documentation obtained under the appropriate know-your-customer rules (as described in the Attachments to this Agreement), any documentary evidence described in Treas. Reg. §1.1441–6 sufficient to establish entitlement to a reduced rate of withholding under an income tax treaty, or any documentary evidence described in Treas. Reg. §1.6049–5(c) sufficient to establish an account holder’s status as a foreign person for purposes of chapter 61 of the Code. Documentary evidence does not include a Form W-8 or Form W-9 (or an acceptable substitute Form W-8 or Form W-9). Sec. 2.13. Documentation. “Documentation” means any valid Form W-8, Form W-9 (or acceptable substitute Form W-8 or Form W-9) or documentary evidence as defined in section 2.12 of this Agreement, including all statements or other information required to be associated with the form or documentary evidence. Sec. 2.14. Documented Account Holder. A “documented account holder” is an account holder for whom QI holds valid documentation.