Part II must be — Internal Revenue Bulletin 2017-6

Complete either Section A (Certification of Effective Internal Controls) or Section B (Qualified Certification). All WPs complete Sections C, D, E, and F.

A. Certification of Effective Internal Controls

If the responsible officer has identified an event of default or a material failure that WP has not corrected as of the date of this certification (or if an event of default or material failure has otherwise been identified), the responsible officer cannot make the certification of effective internal controls under this Section A and must make the qualified certification under Section B, below. The responsible officer certifies to the following, check each statement to confirm:

WP has established a compliance program that meets the requirements described in section 8.02(B) or 8.02(C) (if applicable) of the WP Agreement that is in effect as of the date of the certification and during the certification period.
Based on the information known (or information that reasonably should have been known) by the responsible officer, including the findings of any procedure, process, review, or certification undertaken in preparation for the responsible officer’s certification of internal controls, WP maintains effective internal controls over its documentation, withholding, and reporting obligations under the WP Agreement and according to its applicable FATCA requirements for partners for which it acts as a WP.
Based on the information known (or information that reasonably should have been known) by the responsible officer, including the findings of any procedure, process, review, or certification undertaken in preparation for the responsible officer’s certification of internal controls, there are no material failures, as defined in section 8.03(D) of the WP Agreement, or, if there are any material failures, they have been corrected as of the date of this certification, and such failures are identified as part of this certification as well as the actions taken to remediate them and to prevent their reoccurrence by the date of this certification. See Part II.D.2.a of this Appendix.
With respect to any failure to withhold, deposit, or report to the extent required under the WP Agreement, WP has corrected such failure by paying any taxes due (including interest and penalties) and filing the appropriate return (or amended return).
All partnerships and trusts to which WP applies the agency option have either (a) provided (or will provide, to the extent WP does not obtain a

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waiver under section 8.07 of the WP Agreement) documentation and other necessary information for inclusion in the WP’s periodic review or (b) provided the responsible officer of WP with a certification of effective internal controls described in Part II.A of this Appendix and have represented to WP that there are no material failures, as defined in section 8.03(D) of the WP Agreement, or, if there are such failures, they have been corrected as of the time of this certification, and the partnerships or trusts have disclosed any such failures to WP together with the actions taken by the partnership or trust to remediate such failures. 6. Unless WP has received a waiver, a periodic review was conducted for the certification period in accordance with section 8.04 of the WP Agreement, and the results of such review are reported to the extent required in section 8.06 of the WP Agreement.

B. Qualified Certification

If the responsible officer has identified (1) an event of default or (2) a material failure that WP has not corrected as of the date of this certification, check the applicable statements to confirm:

The responsible officer (or designee) has identified an event of default, as defined in section 10.05 of the WP Agreement, or has determined that, as of the date of the certification, there are one or more material failures as defined in section 8.03(D) of the WP Agreement with respect to WP’s compliance or the compliance of a partnership or trust to which WP applies the agency option and that appropriate actions will be taken to prevent such failures from reoccurring.
With respect to any failure to withhold, deposit, or report to the extent required under the WP Agreement, WP will correct such failure by paying any taxes due (including interest and penalties) and filing the appropriate return (or amended return).
The responsible officer (or an officer of the partnership or trust to which WP applies the agency option if the partnership or trust performs its own periodic review) will respond to any

notice of default (if applicable) or will provide (either directly or through WP) to the IRS, to the extent requested, a description of each material failure and a written plan to correct each such failure.

C. Amended Form 1042

Did WP file an amended Form 1042 to report additional tax liability based on the results of the periodic review or the findings of any other procedure, process, or review undertaken by the responsible officer in preparation for the certification of internal controls? Y/N

D. Material Failures or Event of Default

Did the responsible officer determine that as of the date of the periodic review report (or the date of completion of any other procedure, process, or review), there are no material failures with respect to WP’s compliance with the WP Agreement? Y/N
Did the responsible officer determine that as of the date of the periodic review report (or the date of completion of any other procedure, process, or review), there are one or more material failures with respect to WP’s compliance with the WP Agreement and that appropriate actions have been or will be taken to prevent such failures from reoccurring? Y/N

a. If yes, check the following ma terial failures that were identified. If a Compliance Entity is completing this certification for a consolidated compliance program, identify the WP(s) that had the material failure.

i. WP’s establishment of, for

financial statement purposes, a tax reserve or provision for a potential future tax liability related to WP’s failure to comply with the WP Agreement, including its FATCA requirements as a participating FFI, registered deemed-compliant FFI, or registered deemedcompliant Model 1 IGA FFI. ii. WP’s failure to establish writ ten policies, procedures, or systems sufficient for the relevant personnel of WP to take ac

tions consistent with WP’s obligations under the WP Agreement. iii. A criminal or civil penalty

or sanction imposed on WP by a regulator or other governmental authority or agency with oversight over WP’s compliance with AML/ KYC procedures, if applicable, to which WP is subject and that is imposed due to WP’s failure to properly identify partners under the requirements of those procedures. iv. A finding (including a finding

noted in the periodic review report described in section 8.06 of the WP Agreement) that, for one or more years covered by the WP Agreement, WP failed to:

Withhold an amount that WP was required to withhold under chapter 3 or 4 as required under section 3 of the WP Agreement;
Make deposits in the time and manner required by section 3.05 of the WP Agreement or make adequate deposits to satisfy its withholding obligations, taking into account the procedures under section 7 of the WP Agreement;
Report or report accurately on Forms 1042 or 1042–S as required under sections 6.01 and 6.02 of the WP Agreement;
Report or report accurately on Forms 8966 as required under section 6.05 of the WP Agreement; or
Report or report accurately on Form 1065 and Schedules K–1 as required under section 6.03 of the WP Agreement. v. Other (include a detailed ex planation).
The material failure(s) identified in the review has been corrected by the time of this certification. Y/N/NA

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a. If yes, describe the steps taken to

correct the material failure. b. If no, describe the proposed

steps to be taken to correct the material failure and the time frame for completing such steps. 4. Did any partnerships or trusts to which WP applies the agency option inform WP that it has had a material failure with respect to its obligations as described in the WP Agreement? Y/N/NA

a. If yes, provide the name of the

partnership or trust and, based on the information provided by the partnership or trust, describe the steps taken to correct the material failure or the proposed steps to be taken to correct the material failure and the timeframe for completing such steps. 5. An event of default as defined in section 10.05 of the WP Agreement has been identified. Y/N

a. If yes, identify the event of de fault. If a Compliance Entity is completing this certification for a consolidated compliance program, identify the WP(s) that had the event of default. i. WP failed to implement ade quate procedures, accounting systems, and internal controls to ensure compliance with the WP Agreement; ii. WP underwithheld a material

amount of tax that WP was required to withhold under chapter 3 or 4 and failed to correct the underwithholding or to file an amended Form 1042 reporting, and paying, the appropriate tax; iii. WP made excessive refund

claims; iv. WP failed to file required

Forms 1042, 1042–S, 8966, 1065, or Schedules K–1 by the due date specified on such forms or filed forms that are materially incorrect or fraudulent; v. If WP is an FFI, WP failed to

materially comply with its FATCA requirements as a participating FFI, registered deemed-compliant FFI, or registered deemed-compliant Model 1 IGA FFI; vi. If WP is a sponsoring entity of

a sponsored FFI (other than a WP) or a sponsored direct re

porting NFFE, WP failed to materially comply with the due diligence, withholding, reporting, and compliance requirements of a sponsoring entity; vii. With respect to a consolidated

compliance program under section 8.02(C) of the WP agreement, the Compliance Entity failed to comply with the obligations of a Compliance Entity under section 8.02(C) of the WP Agreement, or, if the Compliance Entity is a sponsoring entity, the Compliance Entity failed to comply with the due diligence, withholding, reporting, and compliance requirements of a sponsoring entity under chapter 4; viii. WP failed to perform a periodic

review when required or to document the findings of such review in a written report; ix. WP failed to inform the IRS

within 90 days of any significant change in its business practices to the extent that change affects WP’s obligations under the WP Agreement; x. WP failed to cure a material

failure identified in the qualified certification described in Part II.B of this Appendix or identified by the IRS; xi. WP made any fraudulent state ment or a misrepresentation of material fact with regard to the WP Agreement to the IRS, a withholding agent, or WP’s reviewer; xii. The IRS determined that WP’s

reviewer is not sufficiently independent, as described in the WP Agreement, to adequately perform its review function, and WP failed to arrange for a periodic review conducted by a reviewer approved by the IRS; xiii. WP failed to make deposits in

the time and manner required by section 3.05 of the WP Agreement or failed to make adequate deposits, taking into account the procedures of section 7.05 of the WP Agreement; xiv. If applicable, WP failed to in form the IRS of any change in the applicable know-yourcustomer rules within 90 days of the change becoming effective

when WP relied on documentary evidence as permitted in section 4.01(A) of the WP Agreement; xv. A partnership or trust to which

WP applied the agency option was in default with the agency agreement and WP failed to terminate that agreement within the time period specified in section 9.02 of the WP Agreement; xvi. WP failed to materially comply

with the requirements of a nonwithholding foreign partnership under chapter 3 with respect to any partner for which WP does not act as a withholding foreign partnership; xvii. If WP is a foreign reverse hybrid

entity, WP failed to prepare and retain the PFIC Annual Information Statement or reconciliation statement, as required under 6.03(C) of the WP Agreement; xviii. WP is not in possession of valid

documentation described in sections 4.01 through 4.09 of the WP Agreement for each direct partner as of the due date of this certification; or xix. Other (please describe).

E. Significant Change in Circumstances

Check the applicable statements to confirm.

For the most recent certification period, the periodic review (or any other procedure, process, or review) has not identified any significant change in circumstances, as described in section 10.04(A), (D), or (E) of the WP Agreement.
For the most recent certification period, the periodic review has identified the following significant change(s) in circumstances:

a. Any change in circumstances that

would result in a termination of WP under section 708 of the Code. b. A significant change in WP’s

business practices that affects WP’s ability to meet its obligations under the WP Agreement. c. If applicable, a material change

in the applicable know-yourcustomer rules and procedures when WP relied on documentary

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evidence as permitted in section 4.01(A) of the WP Agreement. d. Other (please describe). 3. Describe any significant changes in circumstances identified in Question 2.

F. Chapter 4 Status

If this certification is submitted by a Compliance Entity of a consolidated compliance program that is a sponsoring entity, check the following statement to confirm.

For the most recent certification period under the WP Agreement, the sponsoring entity has made or will make the following certification of compliance with respect to its requirements as a sponsoring entity for chapter 4 purposes with respect to each WP that is a sponsored FFI for which it acts during the most recent certification period under the WP Agreement (check one). a. Certification of Effective Inter nal Controls b. Qualified Certification 2. All other WPs, complete the applicable section (if any) and check the applicable statement to confirm.

a. If WP is a participating FFI: For the most recent certification period under its WP Agreement, WP has obtained (or maintained) status as a participating FFI and has made the following certification of compliance with respect to its FFI agreement for the most recent certification period under the FFI agreement (check one). Note: You may check Not Applica- ble if, during the certification pe- riod under the WP Agreement, your chapter 4 status changed from one of the other applicable chapter 4 statuses to participating FFI or if your certification of compliance under the FFI agreement is not yet due as of the date of this certifica- tion.

i. Certification of Effective In ternal Controls ii. Qualified Certification iii. Not Applicable b. If WP is a registered deemed compliant FFI: For the most recent certification period under its WP Agreement, WP has certified as required under § 1.1471–5(f)(1)(ii)(B) or Annex II of an applicable Model

2 IGA that it has satisfied the requirements of the deemedcompliant status claimed. c. If WP is a registered deemed compliant Model 1 IGA FFI: For the most recent certification period under its WP Agreement, WP has been resident in or organized under the laws of a jurisdiction that has in place a Model 1 IGA with the United States and has met the requirements under an applicable Model 1 IGA to be treated as a deemed-compliant FFI. d. If WP is a retirement fund:

For the most recent certification period under the WP Agreement, WP has been a retirement fund or other fund that is an exempt beneficial owner described in § 1.1471–6(f) or a similar fund that qualifies as an exempt beneficial owner under an applicable Model 1 IGA or Model 2 IGA.