SECTION 2. DEFINITIONS

For purposes of this Agreement, the terms listed below are defined as follows:

Sec. 2.01. Agreement. “Agreement” means this Agreement between WT and

the IRS. All appendices to this Agreement and WT's application to become a withholding foreign trust are incorporated into this Agreement by reference.

Sec. 2.02. Amounts Subject to NRA Withholding. An “amount subject to NRA withholding” is an amount described in Treas. Reg. § 1.1441–2(a). An amount subject to NRA withholding shall not include interest paid as part of the purchase price of an obligation sold between interest payment dates or original issue discount paid as part of the purchase price of an obligation sold in a transaction other than the redemption of such obligation, unless the sale is part of a plan the principal purpose of which is to avoid tax and WT has actual knowledge or reason to know of such plan.

Sec. 2.03. Chapter 3 of the Code. Any reference to “chapter 3 of the Code” means sections 1441, 1442, 1443, 1461, 1463, and 1464 of the Code.

Sec. 2.04. Chapter 61 of the Code. Any reference to “chapter 61 of the Code” means sections 6041, 6042, 6045, 6048, 6049, and 6050N of the Code.

Sec. 2.05. Distributive share. “Distributive share” means an amount subject to withholding that is required to be distributed to the beneficiaries of a simple trust and an amount subject to withholding that is includible in the income of the owners of a grantor trust.

Sec. 2.06. External Auditor. An “external auditor” is any approved auditor listed in Appendix A of this Agreement that WT engages to perform the audits required by Section 8 of this Agreement.

Sec. 2.07. Flow-Through Entity. A flow-through entity is a foreign partnership described in Treas. Reg. § 301.7701–2 or 3 (other than a withholding foreign partnership), a foreign trust that is described in section 651(a) of the Code (other than a withholding foreign trust), or a foreign trust all or a portion of which is treated as owned by the grantor or other person under sections 671 through 679 of the Code (other than a withholding foreign trust). For an item of income for which a treaty benefit is claimed, an entity is also a flowthrough entity to the extent it is treated as fiscally transparent under section 894 and the regulations thereunder.

Sec. 2.08. Foreign Person. A “foreign person” is any person that is not a “United

States person” and includes a “nonresident alien individual,” a “foreign corporation,” a “foreign partnership,” a “foreign trust,” and a “foreign estate,” as those terms are defined in section 7701 of the Code.

Sec. 2.09. Form W–8. “Form W–8” means a valid IRS Form W–8BEN, Cer- tificate of Foreign Status of Beneficial Owner for United States Tax Withholding ; IRS Form W–8ECI, Certificate of Foreign Person's Claim for Exemption From With- holding on Income Effectively Connected With the Conduct of a Trade or Business in the United States ; IRS Form W–8EXP, Certificate of Foreign Governments and Other Foreign Organizations for United States Tax Withholding ; and IRS Form W–8IMY, Certificate of Foreign Interme- diary, Foreign Partnership, and Certain U.S. Branches for United States Tax With- holding, as appropriate. It also includes any acceptable substitute form.

Sec. 2.10. Form W–9. “Form W–9” means a valid IRS Form W–9, Request for Taxpayer Identification Number and Cer- tification, or any acceptable substitute.

Sec. 2.11. Form 1042. “Form 1042” means an IRS Form 1042, Annual With- holding Tax Return for U.S. Source Income of Foreign Persons.

Sec. 2.12. Form 1042–S. “Form 1042–S” means an IRS Form 1042–S, Foreign Person's U.S. Source Income Sub- ject to Withholding .

Sec. 2.13. Form 3520. “Form 3520” means an IRS Form 3520, Annual Return to Report Transaction with Foreign Trust and Receipt of Certain Foreign Gifts.

Sec. 2.14. Form 3520–A. “Form 3520–A” means an IRS Form 3520–A, Annual Information Return of Foreign Trust with a U.S. Owner.

Sec. 2.15. Intermediary. An “intermediary” means any person that acts on behalf of another person, such as a custodian, broker, nominee, or other agent.

Sec. 2.16. Nonwithholding Foreign Trust. A “nonwithholding foreign trust” is any foreign trust that is not acting as a withholding foreign trust.

Sec. 2.17. NRA Withholding. For purposes of this Agreement, “nonresident alien (NRA) withholding” is any withholding required under chapter 3 of the Code (other than sections 1445 or 1446),

August 11, 2003 324 2003-32 I.R.B.

as a withholding foreign trust and a taxpayer identification number is required.

Sec. 2.31. Withholding Statement. The term “withholding statement” is defined in Section 5.02 of this Agreement.

Sec. 2.32. Other Terms. Any term not defined in this section has the same meaning that it has under the Code, the income tax regulations under the Code, or any applicable income tax treaty.