Section 8. COMPLIANCE

PROCEDURES

Sec. 8.01. In General. (A) In General. WT must adopt a compliance program under the authority of a responsible officer. WT’s compliance program must include policies, procedures, and processes sufficient for WT to satisfy the documentation, reporting, and withholding requirements of this Agreement and sufficient for the responsible officer of WT to make the certifications required

under section 8.03 of this Agreement. See section 2.66 of this Agreement for the definition of responsible officer. WT must also perform or arrange for the performance of the periodic review described in section 8.04 of this Agreement to the extent required by that section. As part of the responsible officer’s certification, WT must provide to the IRS the factual information as required by and referenced in sections 8.04 and 8.05 of this Agreement and in the Appendix to this Agreement. WT must also satisfy the requirements of section 8.06 of this Agreement with respect to the report of the periodic review and must comply with the IRS review referenced in section 8.07 of this Agreement. (B) Coordination with FATCA Require- ments as a Participating FFI, Registered Deemed-Compliant FFI, or Registered Deemed-Compliant Model 1 IGA FFI. As a condition for maintaining this Agreement, WT must maintain its chapter 4 status. Therefore, WT must, as part of the compliance procedures described in this section 8, determine whether it is compliant with its FATCA requirements as a participating FFI, registered deemedcompliant FFI, or registered deemedcompliant Model 1 IGA FFI. Sec. 8.02. Compliance Program. (A) Responsible Officer. WT must appoint an individual as the responsible officer (as defined in section 2.66 of this Agreement). The responsible officer must be identified on the QI/WP/WT Application and Accounts Management System as the WT’s responsible officer, and such person may, but is not required to, be the same responsible officer as for purposes of compliance with WT’s FATCA requirements as a participating FFI, registered deemed-compliant FFI, or registered deemed-compliant Model 1 IGA FFI. The responsible officer must establish a compliance program that meets the requirements of this section 8.02 and must make the periodic certifications to the IRS described in section 8.03 of this Agreement. The responsible officer of WT must be the trustee of WT or an agent of the trustee of WT with sufficient authority to fulfill the duties of a responsible officer described in this section 8.02. The responsible officer (or a delegate appointed by the responsible officer) must also serve as the point of

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contact for the IRS for all issues related to this Agreement and for complying with IRS requests for information or additional review procedures under section 8.07 of this Agreement. References in this section 8.02 to the responsible officer include a responsible officer’s designee, where appropriate. (B) Compliance Program . The responsible officer must establish a program for WT to comply with the requirements of this Agreement that includes the following: (1) Written Policies and Procedures . The responsible officer must ensure the drafting and updating, as necessary, of written policies and procedures sufficient for WT to satisfy the documentation, withholding, reporting, and other obligations of this Agreement. Such written policies and procedures must include a process for an employee of the trustee or an agent of the trustee of WT to raise issues to the responsible officer that concern WT’s compliance with this Agreement. (2) Training . The responsible officer must communicate such policies and procedures to persons responsible for obtaining, reviewing, and retaining a record of documentation under the requirements of section 4 of this Agreement, making distributions and allocations to beneficiaries or owners on behalf of WT that are subject to withholding under section 3 of this Agreement, or reporting distributions or allocations to beneficiaries or owners under section 6 of this Agreement. (3) Systems . The responsible officer must ensure that systems and processes are in place that will allow WT to fulfill its obligations under this Agreement. For example, in order to fulfill WT’s obligations to report on Forms 1042–S, 3520–A and 8966 under section 6 of this Agreement, WT must establish systems for documenting beneficiaries or owners and for recording the information with respect to each such beneficiary or owner that WT is required to report under that section. (4) Monitoring of Business Changes . The responsible officer must monitor business practices and arrangements that affect WT’s compliance with this Agreement, including, for example, changes in WT’s beneficiaries or owners that give rise to documentation, withholding, or reporting obligations under this Agreement.

(5) Periodic Review . Unless WT receives a waiver (the requirements of which are described in section 8.07 of this Agreement), the responsible officer must designate a reviewer that meets the qualifications described in section 8.04(A) of this Agreement to perform the periodic review described in section 8.05 of this Agreement, to the extent required. ( 6) Certification of Internal Controls . The responsible officer must make the certification of internal controls as described in section 8.03 of this Agreement, including ensuring that corrective actions are taken in response to any material failures. Sec. 8.03. Certification of Internal Con- trols by Responsible Officer. WT’s responsible officer must make the applicable certification of compliance described in either Part II.A (Certification of Effective Internal Controls) or Part II.B (Qualified Certification) of the Appendix to this Agreement and must disclose any material failures that occurred during the certification period or during any prior period if the material failure was not disclosed as part of a prior certification or written disclosure made by WT to the IRS. If the responsible officer has identified an event of default or a material failure that has not been corrected as of the date of the certification, the responsible officer cannot make the certification in Part II.A (Certification of Effective Internal Controls) and must make the certification in Part II.B (Qualified Certification) of the Appendix to this Agreement. All WTs must also complete Parts II.C through II.F of the Appendix to this Agreement. The certification of internal controls required by this section 8.03 applies only to the internal controls related to WT’s compliance with this Agreement and its FATCA requirements as a participating FFI, registered deemed-compliant FFI, or registered deemed-compliant Model 1 IGA FFI and does not relate to any other obligations or requirements. In making the certification required by this section 8.03, the responsible officer may rely on, in addition to the results of the periodic review, any reasonable procedures, processes, reviews, or certifications made by other persons that the responsible officer has determined are necessary in order to make the certification described in this section 8.03. If the responsible officer re

lies on an internal or external review for this purpose (i.e., for purposes of determining whether WT has effective internal controls), the internal or external reviewer must be independent, as described in section 8.04 of this Agreement. The responsible officer must document the procedures, processes, reviews, or certifications relied upon in making the certification. WT’s responsible officer must make the certifications of compliance in such manner as the IRS may prescribe. (A) Partnerships or Trusts to which WT Applies the Agency Option . Any partnership or trust to which WT applies the agency option must provide its documentation and other information to WT for inclusion in WT’s periodic review or conduct an independent periodic review and provide a written certification to WT regarding its compliance with the requirements of the agency agreement. Such certification must be available to the IRS upon a request made as part of the review described in section 8.07 of this Agreement (with a certified translation into English if the certification is not in English). (B) Material Failures. (1) Material Failures Defined. A material failure is generally a failure of WT to fulfill the requirements of this Agreement or its FATCA requirements as a participating FFI, registered deemed-compliant FFI, or registered deemed-compliant Model 1 IGA FFI. For purposes of the certifications described in Parts II.A and II.B of the Appendix to this Agreement, a material failure is limited to the following: (i) WT’s establishing of, for financial statement purposes, a tax reserve or provision for a potential future tax liability related to WT’s failure to comply with this Agreement, including its FATCA requirements as a participating FFI, registered deemed-compliant FFI, or registered deemed-compliant Model 1 IGA FFI; (ii) WT’s failure to establish written policies, procedures, or systems sufficient for the relevant personnel of WT to take actions consistent with WT’s obligations under this Agreement; (iii) A criminal or civil penalty or sanction imposed on WT by a regulator or other governmental authority or agency with oversight over WT’s compliance with the AML/KYC procedures, if applicable, to which WT is subject and that is imposed

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due to WT’s failure to properly identify beneficiaries or owners under the requirements of those procedures; or (iv) A finding (including a finding noted in the reviewer’s periodic review report described in section 8.06 of this Agreement) that, for one or more years covered by this Agreement, WT failed to (a) Withhold an amount that WT was required to withhold under chapter 3 or 4 as required under section 3 of this Agreement; (b) Make deposits in the time and manner required by section 3.05 of this Agreement or make adequate deposits to satisfy its withholding obligations, taking into account the procedures under section 7 of this Agreement; or (c) Report accurately on Forms 1042, 1042–S, 8966(or similar report of U.S. reportable accounts as required under a Model 1 IGA), 3520–A, and the Owner Statements and Beneficiary Statements that are part of Form 3520–A, as required under section 6 of this Agreement. (2) Limitations on Material Failures . A failure described in section 8.03(B)(1)(iv) of this Agreement is a material failure only if the failure was the result of a deliberate action on the part of WT’s trustee or one or more employees or agents of WT’s trustee to avoid the requirements of this Agreement or WT’s FATCA requirements as a participating FFI, registered deemed-compliant FFI, or registered deemed-compliant Model 1 IGA FFI with respect to one or more beneficiaries or owners of WT, or was an error attributable to a failure of WT to establish or implement internal controls necessary for WT to meet the requirements of this Agreement. Regardless of these limitations for the certifications described in sections 8.03(A) and (B) of this Agreement, WT is required to correct a failure to withhold or deposit tax under section 3 of this Agreement or to report under section 6 of this Agreement. (C) Certification Period and Certification Due Date. (1) Certification Due Date. For a WT that uses the last year of the certification period for its periodic review, the certification is due on or before December 31 of the calendar year following the end of the certification period. For a WT that uses a year other than the last year of the certification period for its periodic review, the

certification is due on or before July 1 of the year following the certification period. (2) Certification Period. The initial certification period is the period beginning on the effective date of the WT agreement and ending on the third full calendar year that this Agreement is in effect (including renewals of this Agreement). Subsequent certification periods will be every three calendar years following the initial certification period (including renewals of this Agreement). (3) FATCA Certifications . The certification period described in section 8.03(C)(2) of this Agreement may not be the same as the certification period (if any) applicable to WT’s FATCA requirements as a participating FFI or registered deemedcompliant FFI. WT is required to make the certification required under its FATCA requirements as a participating FFI or registered deemed-compliant FFI at the time and in the manner specified in such requirements. Sec. 8.04. Periodic Review. (A) Independent Reviewer . The periodic review may be performed by an internal reviewer (such as an internal auditor) that is an employee or agent of the trustee of WT (internal reviewer) or a certified public accountant, attorney, or third-party consultant (external reviewer), or any combination thereof. (1) Internal Reviewer . WT may designate an internal reviewer to perform the periodic review (or a portion of the periodic review) only when the internal reviewer is competent with respect to the requirements of this Agreement. The internal reviewer must also be able to report findings that reflect the independent judgment of the reviewer. The internal reviewer must not be reviewing its own work, procedures, or results (e.g., the internal reviewer reviewing WT’s documentation cannot be part of the team primarily responsible for collecting and validating documentation). The results of the periodic review and the internal reviewer’s reporting of such results to the responsible officer cannot influence or affect the compensation, bonus, employment status, or employee review of the internal reviewer. The IRS has the right to request the performance of the periodic review by an alternative reviewer if the IRS, in its sole discretion, reasonably believes that the re

viewer selected by WT was not independent, as described in this Agreement, or did not perform an effective periodic review under this Agreement. (2) External Reviewer . WT may engage an external reviewer that is a certified public accountant, attorney, or third-party consultant that is regularly engaged in the practice of performing reviews of clients’ policies, procedures, and processes for complying with accounting, tax, or regulatory requirements (including for assisting clients in determining such compliance). The external reviewer cannot be reviewing systems, policies, or procedures or the results thereof that it (or the firm with which it is affiliated) was involved in designing, implementing, or maintaining. The external reviewer must be in good standing with and comply with any applicable professional standards for maintaining its license as an accountant or attorney (or other third-party consultant that has similar professional standards or requirements). The external reviewer is not required to make an attestation or render an opinion regarding WT’s compliance with this Agreement or WT’s compliance with its FATCA requirements as a participating FFI, registered deemed-compliant FFI, or registered deemed-compliant Model 1 IGA FFI, but the reviewer must be able to perform the periodic review as specified in section 8.05 of this Agreement. WT must permit the external reviewer access to all relevant records of WT for purposes of performing the review, including information regarding specific beneficiaries or owners. Additionally, the engagement between the external reviewer and WT must impose no restrictions on WT’s ability to provide the results of the review to the IRS. However, the external reviewer is not required to divulge the identity of WT’s foreign beneficiaries or owners to the IRS, except as otherwise required under WT’s FATCA requirements as a participating FFI, registered deemedcompliant FFI, or registered deemedcompliant Model 1 IGA FFI. WT must permit the IRS to communicate directly with the external reviewer and any legal prohibitions that prevent the IRS from communicating directly with the reviewer must be waived. Sec. 8.05. Scope and Timing of Review. The responsible officer of WT must re

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quire the reviewer to review WT’s documentation, withholding, reporting, and other obligations under this Agreement and its FATCA requirements as a participating FFI, registered deemed-compliant FFI, or registered deemed-compliant Model 1 IGA FFI, and identify deficiencies in meeting these obligations. To the extent WT applies the joint account option with respect to another partnership or trust as described in section 9.01 of this Agreement or acts as a withholding foreign trust for any indirect beneficiaries or owners as described in section 9.03 of this Agreement, the review must include such indirect partners, beneficiaries, or owners in addition to WT’s direct beneficiaries or owners. In addition, if WT applies the agency option to a partnership or trust as described in section 9.02 of this Agreement, the review must include the partners, beneficiaries, or owners of such partnership or trust unless the partnership or trust conducts its own review in accordance with this section 8 of this Agreement and provides the responsible officer of WT with the report documenting the results of such review as described in section 8.06 of this Agreement. Unless otherwise approved by the IRS, the review must include the steps described in sections 8.05(A) through (D) of this Agreement. WT is required to arrange for the performance of one review for the certification period to evaluate WT’s documentation, withholding, and reporting practices. The review may be conducted for any calendar year covered by the certification period. WT may conduct a review for a particular calendar year if, on the due date for reporting the factual information relating to the periodic review (provided in section 8.04 of this Agreement), there are 15 or more months available on the period for assessment under section 6501(a) of the calendar year for which the review is to be conducted or the WT submits, upon request, a Form 872, Consent to Extend the Time to Assess Tax, that will satisfy the 15-month requirement. The Form 872 must be submitted to the IRS at the address provided in section 11.06 of this Agreement. If WT has more than 60 beneficiaries or owners for which WT acts for the year of the periodic review, WT’s reviewer may use statistical sampling procedures for the

periodic review if the reviewer applies the principles set forth in Appendix II to the QI Agreement in Revenue Procedure 2017–15, 2017–03 I.R.B. 437. If the reviewer determines that underwithholding has occurred, WT shall pay any amount determined and report both the underwithholding determined by the review and any amount of underwithholding that was cured following the review by obtaining the documentation required to support reduced withholding by WT (without regard to projection if statistical sampling is used for the review). WT must also notify the IRS Foreign Intermediaries Program at the address provided in section 11.06 of this Agreement of the underwithholding discovered as a result of the review within 30 days of the completion of the review. (A) Documentation . The reviewer must— (1) Review information contained in documentation obtained for WT’s beneficiaries or owners and any correspondence or memoranda associated with the beneficiaries or owners (the beneficiaries’ or owners’ files) to ensure that WT obtained documentation that meets the requirements described in section 4 of this Agreement (including the treaty statements and limitation on benefits information required by section 4.03(B) of this Agreement for partners making treaty claims); (2) Review information contained in the beneficiaries’ or owners’ files to determine if the documentation validity standards of section 4.10 of this Agreement have been met. For example, the reviewer must verify that WT is withholding at the correct rate after any change in circumstances (e.g., a change of address to a U.S. address or change of account holder status from foreign to U.S. or change of account holder status from foreign to U.S. or a change in chapter 4 status from participating FFI to nonparticipating FFI); and (3) Review WT’s beneficiaries’ or owners’ files to ensure that WT is obtaining, reviewing, and maintaining documentation in accordance with its FATCA requirements as a participating FFI, registered deemed-compliant FFI, or registered deemed-compliant Model 1 IGA FFI. (B) Withholding Responsibilities . The reviewer must— (1) Perform test checks of WT’s direct beneficiaries or owners that are recalci

trant account holders (if applicable) and nonparticipating FFIs to verify that WT is withholding as required under chapter 4; (2) Perform test checks of foreign beneficiaries or owners for which no withholding is required under chapter 4 based on the beneficiary’s or owner’s chapter 4 status to verify that WT withheld the proper amounts; and (3) Verify that amounts withheld by WT were timely deposited in accordance with section 3.05 of this Agreement. (C) Return Filing and Information Re- porting . The reviewer must— (1) Obtain copies of original and amended Forms 1042, and any schedules, statements, or attachments required to be filed with those forms, and verify that the forms have been filed and determine whether the amounts of income, taxes, and other information reported on those forms are accurate by— (i) Reviewing copies of Forms 1042–S received from withholding agents for reconciling amounts received by WT with the amounts distributed to, or included in the distributive share of, WT’s beneficiaries or owners; (ii) Reviewing account statements and correspondence from withholding agents; (iii) Determining that adjustments to the amount of tax shown on Form 1042 (and any claim by WT for refund or credit) properly reflect the adjustments to withholding made by WT using the reimbursement or set-off procedures under section 7 of this Agreement and that the adjustments are supported by sufficient documentation; (iv) Reconciling amounts shown on Forms 1042 with amounts shown on Form 1042–S (including the amount of taxes reported as withheld); and (v) In the case of collective credits or refunds, reviewing the statements attached to the amended Forms 1042 filed to claim a collective credit or refund, determine whether those forms are accurate, and— (a) Determining the causes of any overwithholding reported and ensure WT did not issue Forms 1042–S to beneficiaries or owners that were included as part of its collective credit or refund claim; (b) Determining that WT repaid the appropriate beneficiaries or owners and that the amount of the claim is accurate and

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supported by adequate documentation for reducing the rate of withholding; and (c ) Determining that WT did not include payments made to a beneficiary or owner described in section 7.02(A) of this Agreement or a partnership or trust described in section 9.01 of this Agreement. (2) Obtain copies of original and amended Forms 1042–S, 3520–A, and the Owner Statements and Beneficiary Statements filed by WT together with the work papers used to prepare those forms and determine whether the amounts reported on those forms are accurate by— (i) Reviewing the Forms 1042–S received from withholding agents; (ii) Reviewing the Form 3520–A, if required, and if no Form 3520–A was required to be filed, determining whether the exemption from filing was properly applied; (iii) Reviewing Owner Statements and Beneficiary Statements issued by WT to beneficiaries or owners, if any; (iv) Reconciling any payments and tax reported on Forms 1042–S received from withholding agents with amounts (including characterization of income) and taxes reported by WT as withheld on Forms 1042–S and determining the reason(s) for any variance; and (v) Determining, in any case in which WT utilized the reimbursement or set-off procedure, that WT satisfied the requirements of section 7 of this Agreement and that the adjusted amounts of tax withheld are properly reflected on Forms 1042–S. (3) Obtain copies of original and amended Form 8966 (or, if WT is a reporting Model 1 FFI, any analogous forms used for reporting account information pursuant to an applicable Model 1 IGA), and determine whether the amounts of income and other information reported on Form and 8966 are accurate by— (i) Reviewing the U.S. beneficiaries and owners of WT (including beneficiaries holding U.S. accounts (or U.S. reportable accounts)) to determine— (a) That such accounts were reported on Form 8966 (or, if WT is a reporting Model 1 FFI, any analogous forms used for reporting account information pursuant to an applicable Model 1 IGA) in accordance with WT’s FATCA requirements as a participating FFI, registered deemed

compliant FFI, or registered deemedcompliant Model 1 IGA FFI; and (b) That U.S. beneficiaries otherwise required to be reported on Form 8966 (or, if WT is a reporting Model 1 FFI, any analogous forms used for reporting account information pursuant to an applicable Model 1 IGA) under section 6.05(D) of this Agreement are so reported; (ii) If WT is an NFFE, confirming that any direct beneficiaries or owners that are passive NFFEs with one or more substantial U.S. owners were reported in accordance with § 1.1472–1(c)(3); (iii) Confirming with respect to any passthrough beneficiary or owner that provides information regarding an account holder (or interest holder) that is an NFFE (other than an excepted NFFE) with one or more substantial U.S. owners that such substantial U.S. owners were reported to the extent required under section 6.05(C) of this Agreement; (iv) Reviewing the documentation provided by a partnership or trust to which WT applied the agency option, confirming that WT reported on Form 8966 (or, if WT is a reporting Model 1 FFI, any analogous forms used for reporting account information pursuant to an applicable Model 1 IGA) to the extent required under section 9 of this Agreement; and (v) Reviewing work papers used to prepare these forms. (D) Significant Change in Circumstances. The reviewer must verify that in the course of the review it has not discovered any significant change in circumstances, as described in section 10.04(A), (D), or (E) of this Agreement. Sec. 8.06. Periodic Review Report. (A) In General . The results of the periodic review must be documented in a written report addressed to the responsible officer of WT and must be available to the IRS upon request (with a certified translation into English if the report is not in English). The report must describe the scope of the review and the actions performed to satisfy each requirement of section 8.05(A) through (D). The report may include explanatory footnotes to clarify the results of the report. Recommendations may be included but are not required to be provided in the report. The periodic review report should form the basis for the factual information provided by WT that

is set forth in the Appendix to this Agreement. In addition to the findings of section 8.05 of this Agreement, the periodic review report must also include details regarding the documentation and tax deposit and payment failures identified by the reviewer but then cured before the periodic review report is finalized. While the curing of inadequate documentation is permissible, the factual information reported (as set forth in the Appendix to this Agreement) should report the results of the review as it was performed and should not reflect the results after curing. Any curing process should not delay certification of internal controls or factual information required in the Appendix to this Agreement. To the extent necessary, the periodic review report should include the dates on (or time period during) which curative documentation was received for beneficiaries or owners with respect to which the reviewer determined that underwithholding had occurred, the number of beneficiaries or owners for which curative documentation was obtained, and a revised calculation of the underwithholding. (B) Partnership or Trust to which WT Applies the Agency Option . Any partnership or trust to which WT applies the agency option and that does not provide documentation and other information to WT for inclusion in WT’s periodic review described in section 8.04 of this Agreement must conduct an independent periodic review in accordance with the compliance procedures described in section 8.05 of this Agreement. The performance results of the periodic review must be documented in a written report addressed to the responsible officer of WT and must be available to the IRS upon request (with a certified translation into English if the certification is not in English). (C) Retention of Report and Certifica- tions. The report and certifications described in this section 8.06 must be retained by WT for as long as this Agreement is in effect (including renewals of this Agreement). Sec. 8.07. Waiver of Periodic Review Requirement. (A) In General. A WT that is an FFI that meets the requirements of section 8.07(B) of this Agreement may apply for a waiver of the periodic review requirement. The

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waiver application is set forth in Part III of the Appendix to this Agreement. WT must include the information of any partnership or trust to which WT applies the agency option in its waiver application. WT must request a waiver under this section 8.07 at the time the responsible officer makes the certification described in section 8.03 of this Agreement. WT’s request for such a waiver must be approved by the IRS, and waiver requests are not approved automatically. If WT’s request for a waiver is approved, such approval is only to waive WT’s obligations under sections 8.04 and 8.05 of this Agreement, and WT is still required to make the certification described in section 8.03 of this Agreement. The waiver does not preclude the IRS from requesting information or conducting a correspondence review as described in section 8.08 of this Agreement. WT must apply for a waiver for each certification period for which a waiver is requested. (B) Eligibility. WT is eligible to apply for a waiver of the periodic review requirement if it meets the following requirements— (1) WT must be an FFI; (2) For each calendar year covered by the certification period, the reportable amounts received by WT cannot exceed $1 million; (3) WT must have timely filed its Forms 1042, 1042–S, and 8966 (or the reporting required under an applicable IGA), and 3520–A, as applicable, for all years (fiscal or calendar) in the certification period; (4) WT must have made all periodic certifications and reviews required by sections 8.02 and 8.03 of this Agreement for each certification period, as well as any certifications required pursuant to WT’s FATCA requirements as a participating FFI or registered deemed-compliant FFI; and (5) WT must make the certification of effective internal controls described in Part II.A of the Appendix to this Agreement for the certification period for which WT is applying for a waiver of the periodic review. (C) Documentation Required with Waiver Application . When applying for a waiver under this section 8.07, WT must include the information described in Part III.B of the Appendix to this Agreement using the most recent calendar year in the certifica

tion period for which filing is due and reporting such results without any curing or remediation. (D) Approval. If WT’s request for a waiver of the periodic review requirement is approved, the IRS will notify WT. If WT requests a waiver but such request is not approved, WT will be granted a six month extension from the date of denial of the waiver to complete the periodic review under sections 8.04 and 8.05 of this Agreement. Such extension will not be granted if WT has made the request for waiver in bad faith. Sec. 8.08. IRS Review. (A) In General . Based upon the certifications made by the responsible officer and disclosure of material failures, the information reported on Forms 1042, 1042–S, 8966, 3520–A and the Owner Statements and Beneficiary Statements filed with the IRS during the certification period, or otherwise at the IRS’s discretion for compliance purposes, the IRS may initiate requests of WT under this section 8.08. The IRS may request remediation or the conduct of a limited periodic review earlier than the time period provided in this section if, based on the information described above, the IRS identifies, in its discretion, a presence of factors indicating systemic or significant compliance failures by WT. The IRS may also request that WT designate a replacement responsible officer if WT’s responsible officer has not complied with its responsibilities (including responding to requests by the IRS for additional information) or the IRS has information that indicates the responsible officer may not be relied upon to comply with its responsibilities. (B) Periodic Review Report. The IRS may request through written correspondence to the responsible officer of WT a copy of the results of WT’s periodic review for any prior certification period or the periodic review report of any partnership or trust to which WT applied the agency option during the current certification period (with a certified translation into English if the report is not in English). WT is required to provide the results within 30 calendar days of such request. (C) Correspondence Review. The IRS may, in its discretion, conduct additional fact finding through a correspondence review. In such a review, the IRS will con

tact the responsible officer of WT in writing and request information about WT’s compliance with this Agreement or the compliance of a partnership or trust to which WT applied the agency option, including, for example, information about documentation, withholding, or reporting processes, its periodic review, and information about any material failures that were disclosed to the IRS (including remediation plans). The IRS may request phone or video interviews with relevant personnel of WT or a partnership or trust to which WT applied the agency option as part of such review. WT is required to respond within a reasonable period of time to any such requests. (D) Additional Review Procedures. In limited circumstances, the IRS may direct WT or any partnership or trust described in section 9.02 of this Agreement to which WT applies the agency option to perform additional, specified review procedures. The IRS reserves the right to require WT or a partnership or trust to which WT applied the agency option to engage an external reviewer to perform the additional review procedures regardless of whether such reviewer performed the periodic review. The IRS will provide the responsible officer of WT with a written plan describing the additional review procedures and will provide a period of not more than 120 days within which the WT must provide to the IRS a report covering the reviewer’s findings.