SECTION 6. QUALIFIED

INTERMEDIARY WITHHOLDING CERTIFICATE AND DISCLOSURE OF ACCOUNT HOLDERS TO WITHHOLDING AGENT

January 24, 2000 402 2000–4 I.R.B.

withholding rate pool for each U.S. nonexempt recipient account holder that QI has disclosed to the withholding agent unless QI uses the alternative procedures in section 6.03(B) of this Agreement. QI shall determine withholding rate pools based on valid documentation obtained under section 5 of this Agreement, or if a payment cannot be reliably associated with valid documentation, on the presumption rules of section 5.13(C) of this Agreement. If QI has an account holder that is another intermediary (whether a qualified intermediary, a non-qualified intermediary, or a private arrangement intermediary) or a flow-through entity, QI may combine the account holder information provided by the intermediary or flowthrough entity with QI’s direct account holder information to determine QI’s withholding rate pools. (B) Alternative Procedure for U.S. Non-Exempt Recipients. QI may, by mutual agreement with the withholding agent, establish a single withholding rate pool (not subject to backup withholding) for all U.S. non-exempt recipient account holders for whom QI has provided Forms W-9 prior to the withholding agent paying any reportable amounts or, if applicable, designated broker proceeds. Alternatively, QI may include such U.S. non-exempt recipients in a zero rate withholding pool that includes U.S. exempt recipients and foreign persons exempt from NRA withholding provided that all the conditions of this paragraph 6.03(B) are met. QI may establish a separate withholding rate pool (subject to 31% withholding) for all U.S. non-exempt recipient account holders for whom QI has not provided Forms W-9 prior to the withholding agent paying any reportable amounts or, if applicable, designated broker proceeds. If QI chooses the alternative procedure of this section 6.03(B), QI must provide sufficient information to the withholding agent no later than January 15 of the year following the year in which the reportable amounts and designated broker proceeds, if applicable, are paid that allocates such payments to each U.S. non-exempt recipient account holder. Failure to provide such information will result in the application of penalties to the QI under sections 6721 and 6722 of the Code and shall constitute an event of default under section 11.04 of this Agreement.

Sec. 6.01. Qualified Intermediary Withholding Certificate. QI agrees to furnish a qualified intermediary withholding certificate to each withholding agent from which it receives a reportable amount as a qualified intermediary. The qualified intermediary withholding certificate is a Form W-8IMY (or acceptable substitute form) that certifies that QI is acting as a qualified intermediary, contains QI’s QI-EIN, and provides all other information required by the form. QI also agrees to furnish each withholding agent to whom it provides a Form W-8IMY the withholding statement described in section 6.02 of this Agreement. QI is not required to disclose, as part of its Form W8IMY or its withholding statement, any information regarding the identity of an account holder that is a foreign person or a U.S. exempt recipient. However, to the extent it does not assume primary Form 1099 reporting and backup withholding responsibility, QI must provide to a withholding agent the Forms W-9 obtained from each U.S. non-exempt recipient account holder on whose behalf QI receives a reportable amount. If a U.S. non-exempt recipient that must be disclosed has not provided a Form W-9, QI must, to the extent it has not assumed primary Form 1099 reporting and backup withholding, disclose the name, address, and TIN (if available) to the withholding agent. QI is not required, however, to disclose the identity of a U.S. non-exempt recipient if QI is prohibited by law from making the disclosure and QI follows the procedures of section 6.04 of this Agreement. Sec. 6.02. Withholding Statement. (A) In General. QI agrees to provide to each withholding agent from which QI receives reportable amounts as a qualified intermediary a written statement (the “withholding statement”) described in this section 6.02. The statement forms an integral part of the Form W-8IMY. The withholding statement may be provided in any manner, and in any form, to which QI and the withholding agent mutually agree. For example, QI and the withholding agent may agree to establish a procedure to furnish withholding statement information electronically. The procedure must contain sufficient safeguards to ensure that the information received by the withholding agent is the information sent by

QI and must also document all occasions of user access that result in the submission or modification of withholding statement information. In addition, the QI and the withholding agent must be capable of providing a hard copy of all withholding statements provided by the QI. The withholding statement shall be updated as often as necessary for the withholding agent to meet its reporting and withholding obligations under this Agreement. (B) Content of Withholding Statement. The withholding statement must contain sufficient information for a withholding agent to apply the correct rate of withholding on payments from the accounts identified on the statement and to properly report such payments on Forms 1042-S and Forms 1099, as applicable. The withholding statement must– (1) Designate those accounts for which QI acts as a qualified intermediary; (2) Designate those accounts for which QI assumes primary NRA withholding responsibility and/or primary Form 1099 reporting and backup withholding responsibility; and (3) Provide information regarding withholding rate pools, as described in section 6.03 of this Agreement, if necessary. Sec. 6.03. Withholding Rate Pools. (A) In General. QI shall provide as part of its withholding statement withholding rate pool information in a manner sufficient for the withholding agent to meet its NRA and backup withholding responsibilities and its Form 1042-S and Form 1099 reporting responsibilities. Withholding rate pool information is not required to the extent QI has assumed both primary NRA withholding responsibility and primary Form 1099 reporting and backup withholding responsibility and all the information required for the withholding agent to report payments on Form 1042-S (e.g., the type of income) are within the knowledge of the withholding agent. A withholding rate pool is a payment of a single type of income (e.g., interest, dividends) determined in accordance with the categories of income reported on Form 1042-S or Form 1099, as applicable, that is subject to a single rate of withholding (e.g., 0%, 10%, 15%, or 30%). To the extent QI does not assume primary Form 1099 and backup withholding responsibility, QI’s withholding statement must establish a separate

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ary 1, 2001. QI agrees to the following procedures for accounts opened by U.S. non-exempt recipients on or after January 1, 2001 (post-2000 accounts): (1) If QI is prohibited by law, including by contract, from disclosing to a withholding agent or to the IRS on Form 1099 the account holder’s name, address, and TIN, for reportable payments paid to the account holder, then QI must– (i) Request from the account holder the authority to make such a disclosure; (ii) Request from the account holder, prior to opening the account, the authority to exclude from the account holder’s account any assets that generate, or could generate, reportable payments; or (iii) Request that the account holder disclose himself by mandating QI to transfer a Form W-9 completed by the account holder. (2) If QI is authorized to disclose the account holder’s name, address, TIN (if available) and reportable amounts (and designated broker proceeds, if section 3.05(C) of this Agreement applies), QI must obtain a valid Form W-9 from the account holder and, to the extent QI does not have primary Form 1099 and backup withholding responsibility, provide the Form W-9 to the appropriate withholding agent promptly after obtaining the Form W-9. If a Form W-9 is not obtained, then QI must provide the account holder’s name, address, and TIN, if any, to the withholding agents from whom QI receives reportable amounts (and, if applicable, designated broker proceeds) on behalf of the account holder together with appropriate withholding rate pool information relating to the account holder. To the extent QI has assumed primary Form 1099 reporting and backup withholding, it must backup withhold on all reportable payments until it receives a valid Form W-9. (3) If QI is not authorized to disclose an account holder’s name and other required information but is authorized to exclude from the account holder’s account any assets that generate, or could generate, reportable payments, QI must follow procedures designed to ensure that it will not hold any assets that generate, or could generate, reportable payments in the account holder’s account. (4) If QI is authorized to exclude from the account holder’s account any assets that

Sec. 6.04. Legal Prohibitions Against Disclosure of U.S. Non-Exempt Recipi- ents. (A) Accounts Established Prior to Jan- uary 1, 2001. If QI knows an account holder is a U.S. non-exempt recipient and the account holder’s account was established with QI prior to January 1, 2001 (a pre-2001 account), QI agrees to the following procedures: (1) If QI is prohibited by law, including by contract, from disclosing to a withholding agent or to the IRS on Form 1099 the account holder’s name, address, and TIN, for reportable payments paid to the account holder, then QI must– (i) Request from the account holder the authority to make such a disclosure; (ii) Request from the account holder the authority to sell any assets that generate, or could generate, reportable payments; or (iii) Request that the account holder disclose himself by mandating QI to provide a Form W-9 completed by the account holder. (2) QI must make the requests described in section 6.04(A)(1) at least two times during each calendar year and in a manner consistent with QI’s normal communications with the account holder (e.g., by mail, telephone, etc.). If QI is not authorized to initiate communications with the account holder (e.g., QI can only communicate with the account holder in person), QI must make the request at the time and in the manner that QI is authorized to communicate with the account holder. (3) Until QI receives a waiver of all prohibitions against disclosure or authorization to sell all assets that generate, or could generate, reportable payments, or a mandate from the account holder to provide a Form W-9, QI shall backup withhold on all reportable payments paid to the account holder and report those payments on Form 1099 or, in the case of reportable amounts and designated proceeds, provide another withholding agent with all the information required for that withholding agent to backup withhold and report the payments on Form 1099. If the account holder disposes of any assets that generate, or could generate, reportable payments prior to providing QI with a waiver of all prohibitions against disclosure or authorization to sell all such assets, QI shall apply backup withholding

and Form 1099 reporting in accordance with sections 3 and 8 of this Agreement. (4) If QI has not assumed primary Form 1099 reporting and backup withholding responsibility but is authorized, or is mandated, to disclose the account holder’s name, address, TIN and reportable amounts (and, designated broker proceeds if section 3.05(C) of this Agreement applies) to a withholding agent, QI must provide the account holder’s Form W-9 (or, if a Form W-9 was not obtained, the account holder’s name, address, and TIN, if available) to the withholding agent together with appropriate withholding rate pool information within 30 days of the date QI receives such authorization. (5) If QI is authorized to dispose of the account holder’s assets that generate, or could generate, reportable payments, QI must sell or exchange all such assets within 60 days of receiving authorization. In addition, if QI later discovers that an account contains such assets, QI must sell such assets within 60 days of the discovery. See sections 3 and 8 of this Agreement for backup withholding and Form 1099 reporting responsibilities. (6) If QI is not authorized to disclose the account holder’s identity or to sell or exchange all of the account holder’s assets that generate or could generate reportable payments, but QI is not prohibited by law, including by contract, from disposing of the account holder’s assets even though it has not obtained specific authorization, QI must sell or exchange all such assets on or before December 31, 2002, and apply backup withholding and Form 1099 reporting in accordance with sections 3 and 8 of this Agreement. (B) Account Holder Discovered to be U.S. Non-Exempt Recipient. If QI’s records indicate that the account holder of a pre-2001 account is a foreign person and the QI discovers that the account holder is a U.S. non-exempt recipient, QI shall follow the procedures of section 6.04(A) of this Agreement, except that if QI may legally sell or exchange the account holder’s assets that generate, or could generate, reportable payments without authorization, QI must sell or exchange all such assets on or before the date that is 365 days after QI learns that the account holder is a U.S. non-exempt recipient, or, if later, December 31, 2002. (C) Accounts Opened on or After Janu-

January 24, 2000 404 2000–4 I.R.B.

generate, or could generate, reportable payments and QI discovers that the account contains such assets, QI must sell such assets within 60 days of discovering such assets and apply backup withholding and Form 1099 reporting in accordance with sections 3 and 8 of this Agreement. (5) QI agrees that if any account holder in a post-2000 account is discovered, after the opening of the account, to be a U.S. non-exempt recipient then QI will– (i) Immediately correct the withholding statement information provided to the withholding agent, if necessary, and (ii) Either obtain a Form W-9 within 60 days of discovering that the account holder is a U.S. non-exempt recipient, and, if QI has not assumed primary Form 1099 reporting and backup withholding responsibility, provide the Form W-9 to the appropriate withholding agents together with appropriate withholding pool information promptly after obtaining the Form W-9 or, if QI is not authorized to disclose account holder information, sell all of the account holder’s assets that generate or could generate reportable payments within 60 calendar days from the day that QI discovers the account holder is a U.S. non-exempt recipient. QI must backup withhold, or instruct a withholding agent to backup withhold on any reportable payments made after the time QI discovers the account holder’s U.S. non-exempt recipient status and before obtaining a valid Form W-9 from the account holder.