Section 4. DOCUMENTATION

REQUIREMENTS

Sec. 4.01. Documentation Requirements. (A) General Documentation Require- ments. Except as otherwise provided in this section 4, WP must obtain a Form W–8 or Form W–9 from every direct partner that receives a distribution or distributive share of a reportable amount. If WP is an FFI and is subject to the know-yourcustomer rules for documenting its partners (or subset of partners), WP may obtain documentary evidence as set forth in the “know-your-customer” rules approved by the IRS (or the documentation described in section 4.03(A)(3) of this Agreement) for the applicable jurisdiction from its direct partners rather than a Form W–8 or Form W–9, provided WP adheres to the know-your-customer rules that apply to WP with respect to the direct part

ner from whom the documentary evidence is obtained. WP must review and maintain documentation in accordance with this section 4 and, in the case of documentary evidence obtained from direct partners, in accordance with the know-your-customer rules approved by the IRS for the applicable jurisdiction. WP must make documentation (together with any associated withholding statements and other documents or information) available upon request for inspection by WP’s external reviewer, if the performance of an external review is requested by the IRS (as described in section 8.07(D) of this Agreement). WP represents that none of the laws to which it is subject prohibits disclosure of the identity of any partner or corresponding partner information to WP’s reviewer. (B) Coordination of Chapter 3 and Chap- ter 4 Documentation Requirements. If WP is an FFI (other than a retirement fund), WP is required to perform the due diligence procedures under its FATCA requirements as a participating FFI, registered deemed-compliant FFI, or registered deemed-compliant Model 1 IGA FFI for each direct partner to determine if the partner is a holder of a U.S. account (or U.S. reportable account), and to determine each direct partner that is a nonparticipating FFI and, if applicable, that is a recalcitrant account holder (or non-consenting U.S. account). See, however, the automatic termination provision of section 10.03(A) of this Agreement if WP is not in possession of valid documentation for any direct partner at any time that withholding or reporting is required. For purposes of this section 4, with respect to documenting a partner for chapter 4 purposes, documentary evidence also includes documentation or information that is publicly available to determine the chapter 4 status of the account holder to the extent permitted under an applicable IGA. If WP is an NFFE, WP is required to document the chapter 4 status of each partner to determine if reporting or withholding applies under section 1471 or 1472 on withholdable payments distributed to, or included in the distributive share of, the partner under the requirements of § 1.1471–3(d). If WP has determined that withholding is

not required under chapter 4, WP must obtain, unless already collected, documentation that meets the requirements of this section 4 to determine whether withholding applies under chapter 3. See also WP’s FATCA requirements as a participating FFI, registered deemed-compliant FFI, or registered deemed-compliant Model 1 IGA FFI for when WP will have reason to know that a claim of chapter 4 status is unreliable or incorrect and for WP’s requirements following a change in circumstances. If WP is an NFFE, see § 1.1471– 3(e)(4) for when WP will have reason to know that an entity’s claim of chapter 4 status is unreliable or incorrect and § 1.1471–3(c)(6)(ii)(E) for WP’s requirements following a change in circumstances. Sec. 4.02. Documentation for Foreign Partners. WP may treat a partner as a foreign beneficial owner of an amount if the partner provides a valid Form W–8 (other than Form W–8IMY), or valid documentary evidence, to the extent permitted under section 4.01(A) of this Agreement, that supports the partner’s status as a foreign person. WP may treat a partner that has provided documentation as entitled to a reduced rate of withholding under chapter 3 if all the requirements for a reduced rate are met and the documentation provided by the partner supports entitlement to a reduced rate of withholding and no withholding under chapter 4. Sections 4.03 through 4.06 of this Agreement describe the specific documentation requirements necessary for obtaining a reduced rate of withholding in certain circumstances. Sec. 4.03. Treaty Claims. WP may not reduce the rate of withholding under chapter 3 based on a partner’s claim of treaty benefits unless WP has determined that no chapter 4 withholding is required and it obtains from the partner the documentation required by section 4.03(A) of this Agreement. In addition, WP agrees to establish procedures to inform partners of the terms of the limitation on benefits provisions of a treaty (if applicable, and regardless of whether those provisions are contained in a separate article entitled Limitation on Benefits) under which the partner is claiming benefits. For partners that are entities documented by WP on or after January 1, 2017, WP is required to

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obtain a Form W–8BEN–E with the appropriate limitation on benefits certification or, if WP is allowed to and obtains documentary evidence, the written certification included in the treaty statement as described in section 4.03(B) of this Agreement. For partners that are entities that were documented with documentary evidence prior to January 1, 2017, and for which treaty benefits are being claimed, WP is required to obtain the appropriate limitation on benefits statement prior to January 1, 2019. (A) Treaty Documentation . The documentation required by this section 4.03(A) is as follows: (1) A Form W–8BEN or Form W– 8BEN–E on which a claim of treaty benefits is made, including, for an entity, the appropriate limitation on benefits and section 894 certifications, as provided in § 1.1441–6(b)(1) (if applicable), and a U.S. TIN or foreign TIN. A U.S. TIN or foreign TIN shall not be required, however, if the partner is a direct partner. If WP is acting as a withholding foreign partnership for an indirect partner, the indirect partner is required to have either a U.S. TIN or a foreign TIN in order to claim treaty benefits unless it is claiming treaty benefits on income from marketable securities as described in § 1.1441–6(c); (2) Documentary evidence, as permitted under section 4.01(A) of this Agreement, that has been obtained pursuant to the know-your-customer rules that apply to the direct partner, and the direct partner, if it is an entity, has made the treaty statement (if applicable) required by section 4.03(B) of this Agreement; or (3) The type of documentary evidence, as permitted under section 4.01(A) of this Agreement, required under § 1.1441–6 to establish entitlement to a reduced rate of withholding under a treaty, and the direct partner, if it is an entity, has made the treaty statement (if applicable) required by section 4.03(B) of this Agreement. (B) Treaty Statement . The treaty statement required by an entity direct partner under this section 4.03(B) is as follows: [Name of Direct Partner] meets all provisions of the treaty that are necessary to claim a reduced rate of withholding, including any applicable limitation on benefits provisions, and derives the income within the

meaning of section 894, and the regulations thereunder, as the beneficial owner. WP is only required to obtain the treaty statement described in this section 4.03(B) from a partner that is an entity. WP shall not be required to obtain a treaty statement described in this section 4.03(B) from an individual who is a resident of an applicable treaty country or from the government, or its political subdivisions, of a treaty country. WP is required to collect and report (as required on Form 1042–S) the specific category of limitation on benefits provision from all of its entity partners, including a government (or its political subdivisions). WP may rely on a partner’s claim of the specific category of limitation on benefits provision absent actual knowledge that the claim is unreliable or incorrect. (C) A WP that is a foreign reverse hybrid entity may reduce the rate of withholding on an item of income under chapter 3 based on a partner’s claim of treaty benefits only if the partner is not fiscally transparent in the jurisdiction in which it is resident with respect to the item of income, and WP (and, if applicable, any flow-through entity through which the partner holds an interest in WP) is considered to be fiscally transparent under the laws of the partner’s jurisdiction with respect to the item of income. The claim of treaty benefits must be based on the tax treaty between the United States and the jurisdiction where the partner is resident. To determine when WP is treated as fiscally transparent under the laws of the partner’s jurisdiction with respect to the item of income, see the rules in § 1.894– 1(d)(3)(iii). Sec. 4.04. Documentation for Interna- tional Organizations. WP may not treat a partner as an international organization entitled to an exemption from withholding under section 892 unless WP has determined that no chapter 4 withholding is required and it obtains a Form W–8EXP (or documentary evidence as permitted under section 4.01(A) of this Agreement) from the international organization. The name provided on the documentation must be the name of an entity designated as an international organization by executive order pursuant to 22 United States Code 288 through 288f. If an international organization is not claiming benefits un

der section 892 but under another Code exception, the provisions of section 4.02 of this Agreement apply rather than the provisions of this section 4.04. Sec. 4.05. Documentation for Foreign Governments and Foreign Central Banks of Issue. (A) Documentation for a Foreign Govern- ment or Foreign Central Bank of Issue Claiming an Exemption from Withholding Under Section 892 or Section 895 . WP may not treat a partner as a foreign government or foreign central bank of issue exempt from withholding under section 892 or 895 unless WP has determined that no chapter 4 withholding is required and— (1) WP receives from the partner a Form W–8EXP (or documentary evidence as permitted under section 4.01(A) of this Agreement) establishing that the partner is a foreign government or foreign central bank of issue; (2) The income distributed to, or included in the distributive share of, the partner is the type of income that qualifies for an exemption from withholding under section 892 or 895; and (3) WP does not know, or have reason to know, that the partner is a controlled commercial entity as described in section 892, that the income owned by the foreign government or foreign central bank of issue is being received from a controlled commercial entity, or that the income is from the disposition of an interest in a controlled commercial entity. (B) Treaty Benefits . WP may not treat a partner as a foreign government or foreign central bank of issue entitled to a reduced rate of withholding under an income tax treaty for purposes of chapter 3 unless WP has determined that no chapter 4 withholding is required and it has valid documentation that is sufficient to obtain a reduced rate of withholding under a treaty, as described in section 4.03 of this Agreement. (C) Other Code Exception . If a foreign government or foreign central bank of issue is not claiming benefits under section 892 or 895 or a reduced rate under an income tax treaty but under another Code exception ( e.g., the portfolio interest exception under section 871(h) or 881(c)), the provisions of section 4.02 of this

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Agreement apply rather than the provisions of this section 4.05. Sec. 4.06. Documentation for Foreign Tax-Exempt Organizations. To the extent that WP determines that an amount distributed to, or included in the distributive share of, a partner is not subject to withholding under chapter 4, WP may not treat the partner as a foreign tax-exempt organization and reduce the rate of withholding or exempt the partner from withholding for purposes of chapter 3 unless WP satisfies the requirements provided in section 4.06(A), (B), or (C) of this Agreement. (A) Reduced Rate of Withholding Under Section 501 . WP may not treat a partner as a foreign organization described under section 501(c), and therefore exempt from withholding under chapter 3 (or, if the partner is a foreign private foundation, subject to withholding at a 4-percent rate under section 1443(b)) unless WP obtains a valid Form W–8EXP with Part IV of the form completed. (B) Treaty Exemption . WP may not treat a partner as a foreign organization that is tax-exempt on an item of income pursuant to a treaty unless WP obtains valid documentation as described under section 4.03 of this Agreement that is sufficient for obtaining a reduced rate of withholding under the treaty and the documentation establishes that the partner is an organization exempt from tax under the treaty on that item of income. (C) Other Exceptions . If a tax-exempt entity is not claiming a reduced rate of withholding because it is a foreign organization described under section 501(c) or under a treaty article that applies to exempt certain foreign organizations from tax, but is claiming a reduced rate of withholding under another Code or treaty exception, the provisions of section 4.02 or 4.03 of this Agreement (as applicable) shall apply rather than the provisions of this section 4.06. Sec. 4.07. Documentation from Pass- through Partners. Except as otherwise provided in section 9 of this Agreement, WP shall not act as a withholding foreign partnership with respect to an amount distributed to, or included in the distributive share of, a passthrough partner. WP must forward the passthrough partner’s documentation (and associated withholding

statement and documentation of indirect partners) to the withholding agent from whom WP receives a reportable amount. Sec. 4.08. Documentation for U.S. Ex- empt Recipients. WP shall not treat a partner as a U.S. exempt recipient unless WP obtains from the partner— (A) A valid Form W–9 on which the partner includes an exempt payee code to certify that the partner is a U.S. exempt recipient; (B) Documentary evidence, as permitted under section 4.01(A) of this Agreement, that is sufficient to establish that the partner is a U.S. exempt recipient; or (C) Documentary evidence, as permitted under section 4.01(A) of this Agreement, that is sufficient to establish the partner’s status as a U.S. person and WP can treat the partner as an exempt recipient under the rules of §§ 1.6045–2(b)(2)(i) or 1.6049–4(c)(1)(ii), as appropriate, without obtaining documentation. Sec. 4.09. Documentation for U.S. Non- Exempt Recipients. WP shall not treat a partner as a U.S. non-exempt recipient unless WP obtains a valid Form W–9 from the partner. Sec. 4.10. Documentation Validity. (A) In General . WP may not rely on documentation if WP has actual knowledge or reason to know that the information or certifications contained in the documentation provided by a partner is unreliable or incorrect, or that there is a change in circumstances with respect to the information or statements contained in the documentation or in WP’s files (account information) pertaining to the obligation that affects the reliability of the partner’s claim. See § 1.1441–1(e)(4)(ii)(D) for the definition of change in circumstances. Once WP knows, or has reason to know, that documentation provided by a partner is unreliable or incorrect to establish foreign status or residency for purposes of claiming benefits under an applicable income tax treaty, it can no longer reliably associate a payment with valid documentation unless it obtains additional documentation to establish the partner’s chapter 3 status. If WP can no longer reliably associate a payment with valid documentation, it must obtain new documentation prior to the time withholding is required under section 3 of this Agreement. With respect to a withholding agent’s reason to

know that a claim for treaty benefits is unreliable or incorrect based on the existence of a tax treaty, the rules in § 1.1441– 6(b)(1)(ii) will apply to preexisting partners for which WP held valid documentation upon a change in circumstances or, with respect to a preexisting entity partner, when it provides a written limitation on benefits statement (as described in section 4.03(B) of this Agreement). For all partners admitted on or after January 1, 2017, this rule will apply on admission of the partner to the partnership. For purposes of this section 4.10(A), a “preexisting partner” or “preexisting entity partner” is a partner documented by WP prior to January 1, 2017, for a WP with a WP Agreement in effect prior to that date. For a WP that did not have a WP Agreement in effect prior to January 1, 2017, a “preexisting partner” or “preexisting entity partner” means a partner that was admitted to the partnership (and for which WP has valid documentation) prior to the effective date of its WP Agreement. (B) General Rules. (1) WP shall not rely on a Form W–9 if it is not permitted to do so under the rules of § 31.3406(h)–3(e) or if it has been informed by the IRS or another withholding agent that the form is unreliable or incorrect and shall not rely on a Form W–8 if it is not permitted to do so under this section 4.10. (2) WP shall not treat documentary evidence provided by a partner as valid if the documentary evidence does not reasonably establish the identity of the person presenting the documentary evidence. For example, documentary evidence is not valid if it is provided in person by a partner that is a natural person and the photograph on the documentary evidence, if any, does not match the appearance of the person presenting the document. (3) WP may not rely on documentation to reduce the withholding rate that would otherwise apply if— (a) The partner’s documentation is incomplete or contains information that is inconsistent with the partner’s claim, (b) WP has other information in the account information that is inconsistent with the partner’s claim, or (c) The documentation lacks the information necessary to establish entitlement to a reduced rate of withholding.

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is permitted under its FATCA requirements as a participating FFI, registered deemed-compliant FFI, or registered deemed-compliant Model 1 IGA FFI to obtain a GIIN. WP is not required to disclose, as part of that Form W–8IMY or its withholding statement, any information regarding the identity of its direct partners and those indirect partners for which it acts as a withholding foreign partnership to the extent permitted under section 9 of this Agreement. If WP does not act as a withholding foreign partnership for an indirect partner, WP is required to furnish a nonwithholding foreign partnership certificate to its withholding agent. See § 1.1441–5(c)(3) for the requirements of a nonwithholding foreign partnership withholding certificate, the withholding statement associated with the withholding certificate, and the other documentation or other information for each passthrough partner and its direct and indirect partners. Sec. 5.02. Withholding Statement. When WP is acting as a withholding foreign partnership, WP must assume primary chapters 3 and 4 withholding responsibility as required by section 3.02 of this Agreement for reportable amounts that are distributed to, or included in the distributive shares of, its direct partners and any indirect partners for which it is acting as a withholding foreign partnership. Accordingly, WP is not required to provide a withholding statement in such circumstances. See section 9 of this Agreement, providing that WP may not act as a withholding foreign partnership for certain indirect partners that are U.S. non-exempt recipients.