Loi du 24 juillet 2015 portant approbation 1. de l’Accord entre le Gouvernement du Grand-Duché de Luxembourg et le Gouvernement des Etats-Unis d’Amérique en vue d’améliorer le respect des obligations fiscales à l’échelle internationale et relatif aux dispositions des Etats-Unis d’Amérique concernant l’échange

Loi du 24 juillet 2015 portant approbation

1. de l’Accord entre le Gouvernement du Grand-Duché de Luxembourg et le Gouvernement

des Etats-Unis d’Amérique en vue d’améliorer le respect des obligations fiscales à l’échelle

internationale et relatif aux dispositions des Etats-Unis d’Amérique concernant l’échange

d’informations communément appelées le «Foreign Account Tax Compliance Act», y

compris ses deux annexes ainsi que le «Memorandum of Understanding» y relatif, signés à

Luxembourg le 28 mars 2014

2. de l’échange de notes y relatives, signées les 31 mars et 1er avril 2015 – RECTIFICATIF page 3810

Loi du 24 juillet 2015 portant approbation

1. de l’Accord entre le Gouvernement du Grand-Duché de Luxembourg et le Gouvernement

des Etats-Unis d’Amérique en vue d’améliorer le respect des obligations fiscales à l’échelle

internationale et relatif aux dispositions des Etats-Unis d’Amérique concernant l’échange

d’informations communément appelées le «Foreign Account Tax Compliance Act», y compris ses

deux annexes ainsi que le «Memorandum of Understanding» y relatif, signés à Luxembourg le

28 mars 2014

2. de l’échange de notes y relatives, signées les 31 mars et 1 avril 2015 – RECTIFICATIF.

er

Au Mémorial A – 145 à la page 2985, il y a lieu d’ajouter les annexes suivantes

*

with the account, the Reporting Luxembourg Financial Institution obtains, or has previously

reviewed and maintains a record of

(1) A self-certification that the Account Holder is neither a U.S. citizen nor a U.S. resident

for tax purposes (which may be on an IRS Form W-8 or other similar agreed form); and

(2) Documentary evidence, as defined in paragraph D of section VI of this Annex I, esta-

blishing the Account Holder’s non-U.S. status.

c) Where the Account Holder information contains standing instructions to transfer funds to

an account maintained in the United States, the Reporting Luxembourg Financial Institution

obtains, or has previously reviewed and maintains a record of

(1) A self-certification that the Account Holder is neither a U.S. citizen nor a U.S. resident

for tax purposes (which may be on an IRS Form W-8 or other similar agreed form); and

(2) Documentary evidence, as defined in paragraph D of section VI of this Annex I, esta-

blishing the Account Holder’s non-U.S. status.

d) Where the Account Holder information contains a currently effective power of attorney or

signatory authority granted to a person with a U.S. address, has an „in-care-of“ address

or „hold mail“ address that is the sole address identified for the Account Holder, or has

one or more U.S. telephone numbers (if a non-U.S. telephone number is also associated

with the account), the Reporting Luxembourg Financial Institution obtains, or has previously

reviewed and maintains a record of

(1) A self-certification that the Account Holder is neither a U.S. citizen nor a U.S. resident

for tax purposes (which may be on an IRS Form W-8 or other similar agreed form); or

(2) Documentary evidence, as defined in paragraph D of section VI of this Annex I, esta-

blishing the Account Holder’s non-U.S. status.

C. Additional Procedures Applicable to Preexisting Individual Accounts That Are Lower Value

Accounts.

1. Review of Preexisting Individual Accounts that are Lower Value Accounts for U.S. indicia must

be completed by June 30, 2016.

2. If there is a change of circumstances with respect to a Preexisting Individual Account that is a

Lower Value Account that results in one or more U.S. indicia described in subparagraph B(1)

of this section being associated with the account, then the Reporting Luxembourg Financial

Institution must treat the account as a U.S. Reportable Account unless subparagraph B(4) of this

section applies.

3. Except for Depository Accounts described in subparagraph A(4) of this section, any Preexisting

Individual Account that has been identified as a U.S. Reportable Account under this section

shall be treated as a U.S. Reportable Account in all subsequent years, unless the Account Holder

ceases to be a Specified U.S. Person.

D. Enhanced Review Procedures for Preexisting Individual Accounts With a Balance or Value

That Exceeds $1,000,000 as of June 30, 2014, or December 31 of 2015 or Any Subsequent

Year („High Value Accounts“).

1. Electronic Record Search.

The Reporting Luxembourg Financial Institution must review electronically searchable data

maintained by the Reporting Luxembourg Financial Institution for any of the U.S. indicia des-

cribed in subparagraph B(1) of this section.

2. Paper Record Search.

If the Reporting Luxembourg Financial Institution’s electronically searchable databases include

fields for, and capture all of the information described in, subparagraph D(3) of this section,

then no further paper record search is required. If the electronic databases do not capture all of

this information, then with respect to a High Value Account, the Reporting Luxembourg Financial

Institution must also review the current customer master file and, to the extent not contained in

the current customer master file, the following documents associated with the account and

obtained by the Reporting Luxembourg Financial Institution within the last five years for any

of the U.S. indicia described in subparagraph B(1) of this section

Financial Institution must follow the guidance in subparagraphs D(4)(a) through D(4)(d) of this

section in the order most appropriate under the circumstances.

a) For purposes of determining the Controlling Persons of an Account Holder, a Reporting

Luxembourg Financial Institution may rely on information collected and maintained pursuant

to AML/KYC Procedures.

b) For purposes of determining whether the Account Holder is a Passive NFFE, the Reporting

Luxembourg Financial Institution must obtain a self-certification (which may be on an IRS

Form W-8 or W-9, or on a similar agreed form) from the Account Holder to establish its

status, unless it has information in its possession or that is publicly available, based on which

it can reasonably determine that the Account Holder is an Active NFFE.

c) For purposes of determining whether a Controlling Person of a Passive NFFE is a U.S. citizen

or resident for tax purposes, a Reporting Luxembourg Financial Institution may rely on

(1) Information collected and maintained pursuant to AML/KYC Procedures in the case of

a Preexisting Entity Account held by one or more NFFEs with an account balance or

value that does not exceed $1,000,000; or

(2) A self-certification (which may be on an IRS Form W-8 or W-9, or on a similar agreed

form) from the Account Holder or such Controlling Person in the case of a Preexisting

Entity Account held by one or more NFFEs with an account balance or value that exceeds

$1,000,000.

d) If any Controlling Person of a Passive NFFE is a U.S. citizen or resident, the account shall

be treated as a U.S. Reportable Account.

E. Timing of Review and Additional Procedures Applicable to Preexisting Entity Accounts.

1. Review of Preexisting Entity Accounts with an account balance or value that exceeds $250,000

as of June 30, 2014, must be completed by June 30, 2016.

2. Review of Preexisting Entity Accounts with an account balance or value that does not exceed

$250,000 as of June 30, 2014, but exceeds $1,000,000 as of December 31 of 2015 or any sub-

sequent year, must be completed within six months after the last day of the calendar year in

which the account balance or value exceeds $1,000,000.

3. If there is a change of circumstances with respect to a Preexisting Entity Account that causes

the Reporting Luxembourg Financial Institution to know, or have reason to know, that the self-

certification or other documentation associated with an account is incorrect or unreliable, the

Reporting Luxembourg Financial Institution must redetermine the status of the account in

accordance with the procedures set forth in paragraph D of this section.

V. New Entity Accounts

The following rules and procedures apply for purposes of identifying U.S. Reportable Accounts and

accounts held by Nonparticipating Financial Institutions among Financial Accounts held by Entities

and opened on or after July 1, 2014 („New Entity Accounts“).

A. Entity Accounts Not Required to Be Reviewed, Identified or Reported.

Unless the Reporting Luxembourg Financial Institution elects otherwise, either with respect to all

New Entity Accounts or, separately, with respect to any clearly identified group of such accounts,

where the implementing rules in Luxembourg provide for such election, a credit card account or

a revolving credit facility treated as a New Entity Account is not required to be reviewed, identified,

or reported, provided that the Reporting Luxembourg Financial Institution maintaining such

account implements policies and procedures to prevent an account balance owed to the Account

Holder that exceeds $50,000.

B. Other New Entity Accounts.

With respect to New Entity Accounts not described in paragraph A of this section, the Reporting

Luxembourg Financial Institution must determine whether the Account Holder is: (i) a Specified

U.S. Person; (ii) a Luxembourg Financial Institution or other Partner Jurisdiction Financial

Institution; (iii) a participating FFI, a deemed-compliant FFI, or an exempt beneficial owner, as

those terms are defined in relevant U.S. Treasury Regulations; or (iv) an Active NFFE or Passive

NFFE.

1. Subject to subparagraph B(2) of this section, a Reporting Luxembourg Financial Institution may

determine that the Account Holder is an Active NFFE, a Luxembourg Financial Institution, or

other Partner Jurisdiction Financial Institution if the Reporting Luxembourg Financial Institution

reasonably determines that the Account Holder has such status on the basis of the Account

Holder’s Global Intermediary Identification Number or other information that is publicly avai-

lable or in the possession of the Reporting Luxembourg Financial Institution, as applicable.

2. If the Account Holder is a Luxembourg Financial Institution or other Partner Jurisdiction

Financial Institution treated by the IRS as a Nonparticipating Financial Institution, then the

account is not a U.S. Reportable Account, but payments to the Account Holder must be reported

as contemplated in subparagraph 1(b) of Article 4 of the Agreement.

3. In all other cases, a Reporting Luxembourg Financial Institution must obtain a self-certification

from the Account Holder to establish the Account Holder’s status. Based on the self-certification,

the following rules apply

a) If the Account Holder is a Specified U.S. Person, the Reporting Luxembourg Financial

Institution must treat the account as a U.S. Reportable Account.

b) If the Account Holder is a Passive NFFE, the Reporting Luxembourg Financial Institution

must identify the Controlling Persons as determined under AML/KYC Procedures, and must

determine whether any such person is a U.S. citizen or resident on the basis of a self-certi-

fication from the Account Holder or such person. If any such person is a U.S. citizen or

resident, the Reporting Luxembourg Financial Institution must treat the account as a U.S.

Reportable Account.

c) if the Account Holder is: (i) a U.S. Person that is not a Specified U.S. Person; (ii) subject to

subparagraph B(3)(d) of this section, a Luxembourg Financial Institution or other Partner

Jurisdiction Financial Institution; (iii) a participating FFI, a deemed-compliant FFI, or an

exempt beneficial owner, as those terms are defined in relevant U.S. Treasury Regulations;

(iv) an Active NFFE; or (v) a Passive NFFE none of the Controlling Persons of which is a

U.S. citizen or resident, then the account is not a U.S. Reportable Account, and no reporting

is required with respect to the account.

d) If the Account Holder is a Nonparticipating Financial Institution (including a Luxembourg

Financial Institution or other Partner Jurisdiction Financial Institution treated by the IRS as

a Nonparticipating Financial Institution), then the account is not a U.S. Reportable Account,

but payments to the Account Holder must be reported as contemplated in subparagraph 1 (b)

of Article 4 of the Agreement.

VI. Special Rules and Definitions

The following additional rules and definitions apply in implementing the due diligence procedures

described above

A. Reliance on Self-Certifications and Documentary Evidence.

A Reporting Luxembourg Financial Institution may not rely on a self-certification or documentary

evidence if the Reporting Luxembourg Financial Institution knows or has reason to know that the

self-certification or documentary evidence is incorrect or unreliable.

B. Definitions.

The following definitions apply for purposes of this Annex I.

1. AML/KYC Procedures. „AML/KYC Procedures“ means the customer due diligence proce-

dures of a Reporting Luxembourg Financial Institution pursuant to the anti-money laundering

or similar requirements of Luxembourg to which such Reporting Luxembourg Financial

Institution is subject.

2. NFFE. An „NFFE“ means any Non-U.S. Entity that is not an FFI as defined in relevant U.S.

Treasury Regulations or is an Entity described in subparagraph B(4)(j) of this section, and also

includes any Non-U.S. Entity that is established in Luxembourg or another Partner Jurisdiction

and that is not a Financial Institution.

3. Passive NFFE. A „Passive NFFE“ means any NFFE that is not (i) an Active NFFE, or (ii) a

withholding foreign partnership or withholding foreign trust pursuant to relevant U.S. Treasury

Regulations.

4. Active NFFE. An „Active NFFE“ means any NFFE that meets any of the following criteria

a) Less than 50 percent of the NFFE’s gross income for the preceding calendar year or other

appropriate reporting period is passive income and less than 50 percent of the assets held by

the NFFE during the preceding calendar year or other appropriate reporting period are assets

that produce or are held for the production of passive income;

b) The stock of the NFFE is regularly traded on an established securities market or the NFFE

is a Related Entity of an Entity the stock of which is regularly traded on an established

securities market;

c) The NFFE is organized in a U.S. Territory and all of the owners of the payee are bona fide

residents of that U.S. Territory;

d) The NFFE is a government (other than the U.S. government), a political subdivision of such

government (which, for the avoidance of doubt, includes a state, province, county, or muni-

cipality), or a public body performing a function of such government or a political subdivision

thereof, a government of a U.S. Territory, an international organization, a non-U.S. central

bank of issue, or an Entity wholly owned by one or more of the foregoing;

e) Substantially all of the activities of the NFFE consist of holding (in whole or in part) the

outstanding stock of, or providing financing and services to, one or more subsidiaries that

engage in trades or businesses other than the business of a Financial Institution, except that

an Entity shall not qualify for NFFE status if the Entity functions (or holds itself out) as an

investment fund, such as a private equity fund, venture capital fund, leveraged buyout fund,

or any investment vehicle whose purpose is to acquire or fund companies and then hold

interests in those companies as capital assets for investment purposes;

f) The NFFE is not yet operating a business and has no prior operating history, but is investing

capital into assets with the intent to operate a business other than that of a Financial

Institution, provided that the NFFE shall not qualify for this exception after the date that is

24 months after the date of the initial organization of the NFFE;

g) The NFFE was not a Financial Institution in the past five years, and is in the process of

liquidating its assets or is reorganizing with the intent to continue or recommence operations

in a business other than that of a Financial Institution;

h) The NFFE primarily engages in financing and hedging transactions with, or for, Related

Entities that are not Financial Institutions, and does not provide financing or hedging services

to any Entity that is not a Related Entity, provided that the group of any such Related Entities

is primarily engaged in a business other than that of a Financial Institution;

i) The NFFE is an „excepted NFFE“ as described in relevant U.S. Treasury Regulations; or

j) The NFFE meets all of the following requirements

i.

It is established and operated in its jurisdiction of residence exclusively for religious,

charitable, scientific, artistic, cultural, athletic, or educational purposes; or it is esta-

blished and operated in its jurisdiction of residence and it is a professional organization,

business league, chamber of commerce, labor organization, agricultural or horticultural

organization, civic league or an organization operated exclusively for the promotion of

social welfare;

ii. It is exempt from income tax in its jurisdiction of residence;

iii. It has no shareholders or members who have a proprietary or beneficial interest in its

income or assets;

iv. The applicable laws of the NFFE’s jurisdiction of residence or the NFFE’s formation

documents do not permit any income or assets of the NFFE to be distributed to, or applied

for the benefit of, a private person or non-charitable Entity other than pursuant to the

conduct of the NFFE’s charitable activities, or as payment of reasonable compensation

for services rendered, or as payment representing the fair market value of property which

the NFFE has purchased; and

v. The applicable laws of the NFFE’s jurisdiction of residence or the NFFE’s formation

documents require that, upon the NFFE’s liquidation or dissolution, all of its assets be

distributed to a governmental entity or other non-profit organization, or escheat to the

government of the NFFE’s jurisdiction of residence or any political subdivision

thereof.

5. Preexisting Account. A „Preexisting Account“ means a Financial Account maintained by a

Reporting Financial Institution as of June 30, 2014.

C. Account Balance Aggregation and Currency Translation Rules.

1. Aggregation of Individual Accounts. For purposes of determining the aggregate balance or

value of Financial Accounts held by an individual, a Reporting Luxembourg Financial Institution

is required to aggregate all Financial Accounts maintained by the Reporting Luxembourg

Financial Institution, or by a Related Entity, but only to the extent that the Reporting Luxembourg

Financial Institution’s computerized systems link the Financial Accounts by reference to a data

element such as client number or taxpayer identification number, and allow account balances

or values to be aggregated. Each holder of a jointly held Financial Account shall be attributed

the entire balance or value of the jointly held Financial Account for purposes of applying the

aggregation requirements described in this paragraph 1.

2. Aggregation of Entity Accounts. For purposes of determining the aggregate balance or value

of Financial Accounts held by an Entity, a Reporting Luxembourg Financial Institution is requi-

red to take into account all Financial Accounts that are maintained by the Reporting Luxembourg

Financial Institution, or by a Related Entity, but only to the extent that the Reporting Luxembourg

Financial Institution’s computerized systems link the Financial Accounts by reference to a data

element such as client number or taxpayer identification number, and allow account balances

or values to be aggregated.

3. Special Aggregation Rule Applicable to Relationship Managers. For purposes of determining

the aggregate balance or value of Financial Accounts held by a person to determine whether a

Financial Account is a High Value Account, a Reporting Luxembourg Financial Institution is

also required, in the case of any Financial Accounts that a relationship manager knows, or has

reason to know, are directly or indirectly owned, controlled, or established (other than in a

fiduciary capacity) by the same person, to aggregate all such accounts.

4. Currency Translation Rule. For purposes of determining the balance or value of Financial

Accounts denominated in a currency other than the U.S. dollar, a Reporting Luxembourg

Financial Institution must convert the U.S. dollar threshold amounts described in this Annex I

into such currency using a published spot rate determined as of the last day of the calendar year

preceding the year in which the Reporting Luxembourg Financial Institution is determining the

balance or value.

D. Documentary Evidence.

For purposes of this Annex I, acceptable documentary evidence includes any of the following

1. A certificate of residence issued by an authorized government body (for example, a government

or agency thereof, or a municipality) of the jurisdiction in which the payee claims to be a

resident.

2. With respect to an individual, any valid identification issued by an authorized government body

(for example, a government or agency thereof, or a municipality), that includes the individual’s

name and is typically used for identification purposes.

3. With respect to an Entity, any official documentation issued by an authorized government body

(for example, a government or agency thereof, or a municipality) that includes the name of the

Entity and either the address of its principal office in the jurisdiction (or U.S. Territory) in which

it claims to be a resident or the jurisdiction (or U.S. Territory) in which the Entity was incor-

porated or organized.

4. With respect to a Financial Account maintained in a jurisdiction with anti-money laundering

rules that have been approved by the IRS in connection with a QI agreement (as described in

relevant U.S. Treasury Regulations), any of the documents, other than a Form W-8 or W-9,

referenced in the jurisdiction’s attachment to the QI agreement for identifying individuals or

Entities.

5. Any financial statement, third-party credit report, bankruptcy filing, or U.S. Securities and

Exchange Commission report.

E. Alternative Procedures for Financial Accounts Held by Individual Beneficiaries of a Cash

Value Insurance Contract.

A Reporting Luxembourg Financial Institution may presume that an individual beneficiary (other

than the owner) of a Cash Value Insurance Contract receiving a death benefit is not a Specified

U.S. Person and may treat such Financial Account as other than a U.S. Reportable Account unless

the Reporting Luxembourg Financial Institution has actual knowledge, or reason to know, that the

beneficiary is a Specified U.S. Person. A Reporting Luxembourg Financial Institution has reason

to know that a beneficiary of a Cash Value Insurance Contract is a Specified U.S. Person if the

information collected by the Reporting Luxembourg Financial Institution and associated with the

beneficiary contains U.S. indicia as described in subparagraph (B)(1) of section II of this Annex

I. If a Reporting Luxembourg Financial Institution has actual knowledge, or reason to know, that

the beneficiary is a Specified U.S. Person, the Reporting Luxembourg Financial Institution must

follow the procedures in subparagraph B(3) of section II of this Annex I.

F. Reliance on Third Parties.

Regardless of whether an election is made under paragraph C of section I of this Annex I,

Luxembourg may permit Reporting Luxembourg Financial Institutions to rely on due diligence

procedures performed by third parties, to the extent provided in relevant U.S. Treasury Regulations.

*

ANNEX II

The following Entities shall be treated as exempt beneficial owners or deemed-compliant FFIs, as

the case may be, and the following accounts are excluded from the definition of Financial Accounts.

This Annex II may be modified by a mutual written decision entered into between the Competent

Authorities of Luxembourg and the United States: (1) to include additional Entities and accounts that

present a low risk of being used by U.S. Persons to evade U.S. tax and that have similar characteristics

to the Entities and accounts described in this Annex II as of the date of signature of the Agreement;

or (2) to remove Entities and accounts that, due to changes in circumstances, no longer present a low

risk of being used by U.S. Persons to evade U.S. tax. Any such addition or removal shall be effective

on the date of signature of the mutual decision, unless otherwise provided therein. Procedures for

reaching such a mutual decision may be included in the mutual agreement or arrangement described

in paragraph 6 of Article 3 of the Agreement.

I. Exempt Beneficial Owners other than Funds

The following Entities shall be treated as Non-Reporting Luxembourg Financial Institutions and as

exempt beneficial owners for purposes of sections 1471 and 1472 of the U.S. Internal Revenue Code,

other than with respect to a payment that is derived from an obligation held in connection with a

commercial financial activity of a type engaged in by a Specified Insurance Company, Custodial

Institution, or Depository Institution.

A. Governmental Entity.

The government of Luxembourg, any political subdivision of Luxembourg (which, for the avoi-

dance of doubt, includes a state, province, county, or municipality), or any wholly owned agency

or instrumentality of Luxembourg or any one or more of the foregoing (each, a „Luxembourg

Governmental Entity“), including the Luxembourg Government’s treasury department, currently

known as Trésorerie de l’Etat, acting either in this capacity or, as the case may be, as consignment

office (Caisse de consignation) by virtue of the Law of 29 April 1999 on consignments with the

State (Loi du 29 avril 1999 sur les consignations auprès de l’Etat). This category is comprised of

the integral parts, controlled entities, and political subdivisions of Luxembourg.

1. An integral part of Luxembourg means any person, organization, agency, bureau, fund, instru-

mentality, or other body, however designated, that constitutes a governing authority of

Luxembourg. The net earnings of the governing authority must be credited to its own account

or to other accounts of Luxembourg, with no portion inuring to the benefit of any private person.

An integral part does not include any individual who is a sovereign, official, or administrator

acting in a private or personal capacity.

2. A controlled entity means an Entity that is separate in form from Luxembourg or that otherwise

constitutes a separate juridical entity, provided that

a) The Entity is wholly owned and controlled by one or more Luxembourg Governmental

Entities directly or through one or more controlled entities;

b) The Entity’s net earnings are credited to its own account or to the accounts of one or more

Luxembourg Governmental Entities, with no portion of its income inuring to the benefit of

any private person; and

c) The Entity’s assets vest in one or more Luxembourg Governmental Entities upon

dissolution.

3. Income does not inure to the benefit of private persons if such persons are the intended bene-

ficiaries of a governmental program, and the program activities are performed for the general

public with respect to the common welfare or relate to the administration of some phase of

government. Notwithstanding the foregoing, however, income is considered to inure to the

benefit of private persons if the income is derived from the use of a governmental entity to

conduct a commercial business, such as a commercial banking business, that provides financial

services to private persons.

B. International Organization.

Any international organization or wholly owned agency or instrumentality thereof. This category

includes any intergovernmental organization (including a supranational organization) (1) that is

comprised primarily of non-U.S. governments; (2) that has in effect a headquarters agreement with

Luxembourg or has its seat in Luxembourg according to an international treaty to which Luxembourg

is a party; and (3) the income of which does not inure to the benefit of private persons.

C. Central Bank.

A bank that is by law or government sanction the principal authority, other than the government

of Luxembourg itself, issuing instruments intended to circulate as currency. A central bank may

include an instrumentality that is separate from the government of Luxembourg, whether or not

owned in whole or in part by Luxembourg.

II. Funds that Qualify as Exempt Beneficial Owners

The following Entities shall be treated as Non-Reporting Luxembourg Financial Institutions and as

exempt beneficial owners for purposes of sections 1471 and 1472 of the U.S. Internal Revenue Code.

A. Luxembourg Retirement Funds.

1. Pension savings companies with variable capital (sociétés d’épargne-pension à capital

variable – SEPCAV) subject to the supervision of the Commission de surveillance du secteur

financier („CSSF“) and incorporated by virtue of the Law of 13 July 2005 relating to institutions

for occupational retirement provisions in the form of pension savings companies with variable

capital (sepcav) and pension savings associations (assep), as amended (Loi du 13 juillet 2005

relative aux institutions de retraite professionnelle sous forme de société d’épargne-pension à

capital variable (sepcav) et d’association d’épargne-pension (assep), telle que modifiée) (the

„2005 Law“);

2. Pension savings associations (associations d’épargne-pension – ASSEP) subject to the supervi-

sion of the CSSF and incorporated by virtue of the 2005 Law;

3. Pension funds (fonds de pension) subject to the supervision of the Luxembourg insurance

Control Authority (Commissariat aux assurances).

B. Investment Entity Wholly Owned by Exempt Beneficial Owners.

An Entity that is a Luxembourg Financial Institution solely because it is an Investment Entity,

provided that each direct holder of an Equity Interest in the Entity is an exempt beneficial owner,

and each direct holder of a debt interest in such Entity is either a Depository Institution (with

respect to a loan made to such Entity) or an exempt beneficial owner.

III. Small or Limited Scope Financial Institutions

that Qualify as Deemed-Compliant FFIs.

The following Financial Institutions are Non-Reporting Luxembourg Financial Institutions that shall

be treated as deemed-compliant FFIs for purposes of section 1471 of the U.S. Internal Revenue Code.

A. Financial Institution with a Local Client Base.

A Financial Institution satisfying the following requirements

1. The Financial Institution must be licensed and regulated as a financial institution under the

laws of Luxembourg;

2. The Financial Institution must have no fixed place of business outside of Luxembourg. For

this purpose, a fixed place of business does not include a location that is not advertised to the

public and from which the Financial Institution performs solely administrative support

functions;

3. The Financial Institution must not solicit customers or Account Holders outside Luxembourg.

For this purpose, a Financial Institution shall not be considered to have solicited customers or

Account Holders outside Luxembourg merely because the Financial Institution (a) operates a

website, provided that the website does not specifically indicate that the Financial Institution

provides Financial Accounts or services to nonresidents, and does not otherwise target or solicit

U.S. customers or Account Holders, or (b) advertises in print media or on a radio or television

station that is distributed or aired primarily within Luxembourg but is also incidentally distri-

buted or aired in other countries, provided that the advertisement does not specifically indicate

that the Financial Institution provides Financial Accounts or services to nonresidents, and does

not otherwise target or solicit U.S. customers or Account Holders;

4. The Financial Institution must be required under the laws of Luxembourg to identify resident

Account Holders for purposes of either information reporting or withholding of tax with res-

pect to Financial Accounts held by residents or for purposes of satisfying Luxembourg’s AML

due diligence requirements;

5. At least 98 percent of the Financial Accounts by value maintained by the Financial Institution

must be held by residents (including residents that are Entities) of Luxembourg, a Member

State of the European Union, or Switzerland;

6. Beginning on or before July 1, 2014, the Financial Institution must have policies and proce-

dures, consistent with those set forth in Annex I, to prevent the Financial Institution from

providing a Financial Account to any Nonparticipating Financial Institution and to monitor

whether the Financial Institution opens or maintains a Financial Account for any Specified

U.S. Person who is not a resident of Luxembourg (including a U.S. Person that was a resident

of Luxembourg when the Financial Account was opened but subsequently ceases to be a

resident of Luxembourg) or any Passive NFFE with Controlling Persons who are U.S. residents

or U.S. citizens who are not residents of Luxembourg;

7. Such policies and procedures must provide that if any Financial Account held by a Specified

U.S. Person or Passive NFFE with Controlling Persons who are U.S. residents or U.S. citizens

who are not residents of Luxembourg is identified, the Financial Institution must report such

Financial Account as would be required if the Financial Institution were a Reporting

Luxembourg Financial Institution (including by following the registration requirements appli-

cable to Reporting Luxembourg Financial Institutions) or close such Financial Account;

8. With respect to a Preexisting Account held by an individual who is not a resident of Luxembourg

or by an Entity, the Financial Institution must review those Preexisting Accounts in accordance

with the procedures set forth in Annex I applicable to Preexisting Accounts to identify any

U.S. Reportable Account or Financial Account held by a Nonparticipating Financial Institution,

and must report such Financial Account as would be required if the Financial Institution were

a Reporting Luxembourg Financial Institution (including by following the registration requi-

rements applicable to Reporting Luxembourg Financial Institutions) or close such Financial

Account;

9. Each Related Entity of the Financial Institution that is a Financial Institution must be incor-

porated or organized in Luxembourg and, with the exception of any Related Entity that is a

retirement fund described in paragraphs A through D of section II of this Annex II, satisfy the

requirements set forth in this paragraph A; and

10. The Financial Institution must not have policies or practices that discriminate against opening

or maintaining Financial Accounts for individuals who are Specified U.S. Persons and residents

of Luxembourg.

B. Local Bank.

A Financial Institution satisfying the following requirements

1. The Financial Institution operates solely as (and is licensed and regulated under the laws of

Luxembourg as) (a) a bank or (b) a credit union or similar cooperative credit organization that

is operated without profit;

2. The Financial Institution’s business consists primarily of receiving deposits from and making

loans to, with respect to a bank, unrelated retail customers and, with respect to a credit union

or similar cooperative credit organization, members, provided that no member has a greater than

five percent interest in such credit union or cooperative;

3. The Financial Institution satisfies the requirements set forth in subparagraphs A(2) and A(3) of

this section, provided that, in addition to the limitations on the website described in subpara-

graph A(3) of this section, the website does not permit the opening of a Financial Account;

4. The Financial Institution does not have more than $175 million in assets on its balance sheet,

and the Financial Institution and any Related Entities, taken together, do not have more than

$500 million in total assets on their consolidated or combined balance sheets; and

5. Any Related Entity must be incorporated or organized in Luxembourg, and any Related Entity

that is a Financial Institution, with the exception of any Related Entity that is a retirement fund

described in paragraphs A through D of section II of this Annex II or a Financial Institution

with only low-value accounts described in paragraph C of this section, must satisfy the requi-

rements set forth in this paragraph B.

C. Financial Institution with Only Low-Value Accounts.

A Luxembourg Financial Institution satisfying the following requirements

1. The Financial Institution is not an Investment Entity;

2. No Financial Account maintained by the Financial Institution or any Related Entity has a balance

or value in excess of $50,000, applying the rules set forth in Annex I for account aggregation

and currency translation; and

3. The Financial Institution does not have more than $50 million in assets on its balance sheet,

and the Financial Institution and any Related Entities, taken together, do not have more than

$50 million in total assets on their consolidated or combined balance sheets.

D. Qualified Credit Card Issuer.

A Luxembourg Financial Institution satisfying the following requirements

1. The Financial Institution is a Financial Institution solely because it is an issuer of credit cards

that accepts deposits only when a customer makes a payment in excess of a balance due with

respect to the card and the overpayment is not immediately returned to the customer; and

2. Beginning on or before July 1, 2014, the Financial Institution implements policies and proce-

dures to either prevent a customer deposit in excess of $50,000, or to ensure that any customer

deposit in excess of $50,000, in each case applying the rules set forth in Annex I for account

aggregation and currency translation, is refunded to the customer within 60 days. For this

purpose, a customer deposit does not refer to credit balances to the extent of disputed charges

but does include credit balances resulting from merchandise returns.

E. Banks Issuing Covered Bonds.

A Luxembourg Financial Institution (banques d’émission de lettres de gage) that is established by

virtue of the Law of 21 November 1997 on banks issuing covered bonds (loi du 21 novembre 1997

relative aux banques d’émission de lettres de gage) satisfying the following requirements

1. The Financial Institution is licensed and regulated under the laws of Luxembourg; and

2. The Financial Institution’s sole business activity is to issue covered bond directly to other entities

that are exempt beneficial owners, Active NFFEs described in subparagraph B(4) of section VI

of Annex I, U.S. Persons that are not Specified U.S. Persons, or Financial Institutions that are

not Nonparticipating Financial Institutions.

IV. Investment Entities that Qualify as Deemed-Compliant FFIs

and Other Special Rules

The Financial Institutions described in paragraphs A through D of this section are Non-Reporting

Luxembourg Financial Institutions that shall be treated as deemed-compliant FFIs for purposes of

section 1471 of the U.S. Internal Revenue Code. In addition, paragraph E of this section provides

special rules applicable to an Investment Entity.

A. Sponsored Investment Entity and Controlled Foreign Corporation.

A Financial Institution described in subparagraph A(1) or A(2) of this section having a sponsoring

entity that complies with the requirements of subparagraph A(3) of this section.

1. A Financial Institution is a sponsored investment entity if (a) it is an Investment Entity esta-

blished in Luxembourg that is not a qualified intermediary, withholding foreign partnership, or

withholding foreign trust pursuant to relevant U.S. Treasury Regulations; and (b) an Entity has

agreed with the Financial Institution to act as a sponsoring entity for the Financial Institution.

2. A Financial Institution is a sponsored controlled foreign corporation if (a) the Financial Institution

is a controlled foreign corporation1 organized under the laws of Luxembourg that is not a qua-

lified intermediary, withholding foreign partnership, or withholding foreign trust pursuant to

relevant U.S. Treasury Regulations; (b) the Financial Institution is wholly owned, directly or

indirectly, by a Reporting U.S. Financial Institution that agrees to act, or requires an affiliate of

the Financial Institution to act, as a sponsoring entity for the Financial Institution; and (c) the

Financial Institution shares a common electronic account system with the sponsoring entity that

enables the sponsoring entity to identify all Account Holders and payees of the Financial

Institution and to access all account and customer information maintained by the Financial

Institution including, but not limited to, customer identification information, customer docu-

mentation, account balance, and all payments made to the Account Holder or payee.

3. The sponsoring entity complies with the following requirements

a) The sponsoring entity is authorized to act on behalf of the Financial Institution (such as a

fund manager, trustee, corporate director, or managing partner) to fulfill applicable registra-

tion requirements;

b) The sponsoring entity has registered as a sponsoring entity pursuant to applicable registration

requirements;

1 A „controlled foreign corporation“ means any foreign corporation if more than 50 percent of the total combined voting power

of all classes of stock of such corporation entitled to vote, or the total value of the stock of such corporation, is owned, or

is considered as owned, by „United States shareholders“ on any day during the taxable year of such foreign corporation. The

term a „United States shareholder“ means, with respect to any foreign corporation, a United States person who owns, or is

considered as owning, 10 percent or more of the total combined voting power of all classes of stock entitled to vote of such

foreign corporation.

c) If the sponsoring entity identifies any U.S. Reportable Accounts with respect to the Financial

Institution, the sponsoring entity registers the Financial Institution pursuant to applicable

registration requirements on or before the later of December 31, 2015 and the date that is

90 days after such a U.S. Reportable Account is first identified;

d) The sponsoring entity agrees to perform, on behalf of the Financial Institution, all due dili-

gence, withholding, reporting, and other requirements that the Financial Institution would

have been required to perform if it were a Reporting Luxembourg Financial Institution;

e) The sponsoring entity identifies the Financial Institution and includes the identifying number

of the Financial Institution (obtained by following applicable registration requirements) in

all reporting completed on the Financial Institution’s behalf; and

f) The sponsoring entity has not had its status as a sponsor revoked.

B. Sponsored, Closely Held Investment Vehicle.

A Luxembourg Financial Institution satisfying the following requirements

1. The Financial Institution is a Financial Institution solely because it is an Investment Entity and

is not a qualified intermediary, withholding foreign partnership, or withholding foreign trust

pursuant to relevant U.S. Treasury Regulations;

2. The sponsoring entity is a Reporting U.S. Financial Institution, Reporting Model 1 FFI, or

Participating FFI authorized to act on behalf of the Financial Institution (such as a professional

manager, trustee, or managing partner), and agrees to perform, on behalf of the Financial

Institution, all due diligence, withholding, reporting, and other requirements that the Financial

Institution would have been required to perform if it were a Reporting Luxembourg Financial

Institution;

3. The Financial Institution does not hold itself out as an investment vehicle for unrelated

parties;

4. Twenty or fewer individuals own all of the debt interests and Equity Interests in the Financial

Institution (disregarding debt interests owned by Participating FFIs and deemed-compliant FFIs

and Equity Interests owned by an Entity if that Entity owns 100 percent of the Equity Interests

in the Financial Institution and is itself a sponsored Financial Institution described in this para-

graph B); and

5. The sponsoring entity complies with the following requirements

a) The sponsoring entity has registered as a sponsoring entity pursuant to applicable registration

requirements;

b) The sponsoring entity agrees to perform, on behalf of the Financial Institution, all due dili-

gence, withholding, reporting, and other requirements that the Financial Institution would

have been required to perform if it were a Reporting Luxembourg Financial Institution and

retains documentation collected with respect to the Financial Institution for a period of six

years;

c) The sponsoring entity identifies the Financial Institution in all reporting completed on the

Financial Institution’s behalf; and

d) The sponsoring entity has not had its status as a sponsor revoked.

C. Luxembourg Investment Advisors and Investment Managers.

An Investment Entity established in Luxembourg that is a Financial Institution solely because it

(1) renders investment advice to, and acts on behalf of, or (2) manages portfolios and acts on behalf

of, a customer for the purposes of investing, managing, or administering funds deposited in the

name of the customer with a Financial Institution other than a Nonparticipating Financial Institution.

D. Collective Investment Vehicle.

An Investment Entity established in Luxembourg that is regulated as a collective investment vehi-

cle, provided that all of the interests in the collective investment vehicle (including debt interests

in excess of $50,000) are held by or through one or more exempt beneficial owners, Active NFFEs

described in subparagraph B(4) of section VI of Annex I, U.S. Persons that are not Specified U.S.

Persons, or Financial Institutions that are not Nonparticipating Financial Institutions.

E. Special Rules. The following rules apply to an Investment Entity

1. With respect to interests in an Investment Entity that is a collective investment vehicle described

in paragraph D of this section, the reporting obligations of any Investment Entity (other than a

Financial Institution through which interests in the collective investment vehicle are held) shall

be deemed fulfilled.

2. With respect to interests in

a) An Investment Entity established in a Partner Jurisdiction that is regulated as a collective

investment vehicle, all of the interests in which (including debt interests in excess of $50,000)

are held by or through one or more exempt beneficial owners, Active NFFEs described in

subparagraph B(4) of section VI of Annex I, U.S. Persons that are not Specified U.S. Persons,

or Financial Institutions that are not Nonparticipating Financial Institutions; or

b) An Investment Entity that is a qualified collective investment vehicle under relevant U.S.

Treasury Regulations;

the reporting obligations of any Investment Entity that is a Luxembourg Financial Institution

(other than a Financial Institution through which interests in the collective investment vehicle

are held) shall be deemed fulfilled.

3. With respect to interests in an Investment Entity established in Luxembourg that is not described

in paragraph D or subparagraph E(2) of this section, consistent with paragraph 3 of Article 5 of

the Agreement, the reporting obligations of all other Investment Entities with respect to such

interests shall be deemed fulfilled if the information required to be reported by the first-men-

tioned Investment Entity pursuant to the Agreement with respect to such interests is reported

by such Investment Entity or another person.

4. An Investment Entity established in Luxembourg that is regulated as a investment vehicle shall

not fail to qualify under paragraph D or subparagraph E(2) of this section, or otherwise as a

deemed-compliant FFI, solely because the collective investment vehicle has issued physical

interests in bearer form, provided that

a) The collective investment vehicle has not issued, and does not issue, any physical shares in

bearer form after March 31, 2013;

b) The collective investment vehicle retires all such shares upon surrender;

c) The collective investment vehicle (or another person consistent with paragraph 3 of

Article 5 of the Agreement) performs the due diligence procedures set forth in Annex I and

reports any information required to be reported pursuant to the Agreement with respect to

any such shares when such shares are presented for redemption or other payment; and

d) The collective investment vehicle has in place policies and procedures to ensure that such shares

are redeemed or immobilized as soon as possible, and in any event prior to January 1, 2017.

5. With respect to an Investment Entity established in Luxembourg and that is not otherwise des-

cribed in this section IV, it is understood that the category of Restricted Funds under the relevant

U.S. Treasury regulations shall be interpreted consistently with the following rules

a) The Investment Entity will be considered regulated as an investment fund under the laws of

Luxembourg if the manager is regulated with respect to the fund in Luxembourg or another

EU Member State;

b) A Subscription or Application Form shall be considered a distribution agreement, which is a

contractual arrangement that governs the distribution of debt or equity interest in the

Investment Entity;

c) The distribution agreement will be treated as prohibiting sales and other transfers of debt or

equity interests in the Investment Entity (other than interests that are both distributed by and

held through a participating FFI) to specified U.S. persons, non-participating FFIs, or passive

NFFEs with one or more substantial U.S. owners, if the agreement includes an explicit obli-

gation to comply with the Investment Entity’s prospectus and the Investment Entity’s pros-

pectus includes an explicit prohibition of sale and other transfer of debt or equity interests

in the Investment Entity (other than interests that are both distributed by and held through a

participating FFI) to specified U.S. persons, non-participating FFIs, or passive NFFEs with

one or more substantial U.S. owners; and

d) The distribution agreement will be treated as requiring the distributor to notify the Investment

Entity of a change in the distributor’s chapter 4 status within 90 days of the change, if the

agreement includes an explicit obligation to comply with the Investment Entity’s prospectus

and the Investment Entity’s prospectus requires the distributor to notify the Investment Entity

of a change in the distributor’s chapter 4 status within 90 days of the change.

V. Accounts Excluded from Financial Accounts

The following accounts are excluded from the definition of Financial Accounts and therefore are

not treated as U.S. Reportable Accounts.

A. Certain Savings Accounts.

1. Retirement and Pension Account. A retirement or pension account maintained in Luxembourg

that satisfies the following requirements under the laws of Luxembourg.

a) The account is subject to regulation as a personal retirement account or is part of a registered

or regulated retirement or pension plan for the provision of retirement or pension benefits

(including disability or death benefits);

b) The account is tax-favored (i.e., contributions to the account that would otherwise be subject

to tax under the laws of Luxembourg are deductible or excluded from the gross income of

the account holder or taxed at a reduced rate, or taxation of investment income from the

account is deferred or taxed at a reduced rate);

c) Annual information reporting is required, directly or indirectly, to the tax authorities in

Luxembourg with respect to the account;

d) Withdrawals are conditioned on reaching a specified retirement age, disability, death, or

termination of employment, or penalties apply to withdrawals made before such specified

events; and

c) Either (i) annual contributions are limited to $50,000 or less, or (ii) there is a maximum

lifetime contribution limit to the account of $1,000,000 or less, in each case applying the

rules set forth in Annex I for account aggregation and currency translation.

2. Non-Retirement Savings Accounts. An account maintained in Luxembourg (other than an insu-

rance or Annuity Contract) that satisfies the following requirements under the laws of

Luxembourg.

a) The account is subject to regulation as a savings vehicle for purposes other than for

retirement;

b) The account is tax-favored (i.e., contributions to the account that would otherwise be subject

to tax under the laws of Luxembourg are deductible or excluded from the gross income of

the account holder or taxed at a reduced rate, or taxation of investment income from the

account is deferred or taxed at a reduced rate);

c) Withdrawals are conditioned on meeting specific criteria related to the purpose of the savings

account (for example, the provision of educational or medical benefits), or penalties apply

to withdrawals made before such criteria are met; and

d) Annual contributions are limited to $50,000 or less, applying the rules set forth in Annex I

for account aggregation and currency translation.

B. Certain Term Life Insurance Contracts.

A life insurance contract maintained in Luxembourg with a coverage period that will end before

the insured individual attains age 90, provided that the contract satisfies the following

requirements

1. Periodic premiums, which do not decrease over time, are payable at least annually during the

period the contract is in existence or until the insured attains age 90, whichever is shorter;

2. The contract has no contract value that any person can access (by withdrawal, loan, or otherwise)

without terminating the contract;

3. The amount (other than a death benefit) payable upon cancellation or termination of the contract

cannot exceed the aggregate premiums paid for the contract, less the sum of mortality, morbidity,

and expense charges (whether or not actually imposed) for the period or periods of the contract’s

existence and any amounts paid prior to the cancellation or termination of the contract; and

4. The contract is not held by a transferee for value.

C. Account Held By an Estate.

An account maintained in Luxembourg that is held solely by an estate if the documentation for

such account includes a copy of the deceased’s will or death certificate.

D. Escrow Accounts.

An account maintained in Luxembourg established in connection with any of the following

1. A court order or judgment.

2. A sale, exchange, or lease of real or personal property, provided that the account satisfies the

following requirements

a) The account is funded solely with a down payment, earnest money, deposit in an amount

appropriate to secure an obligation directly related to the transaction, or a similar payment,

or is funded with a financial asset that is deposited in the account in connection with the sale,

exchange, or lease of the property;

b) The account is established and used solely to secure the obligation of the purchaser to pay

the purchase price for the property, the seller to pay any contingent liability, or the lessor or

lessee to pay for any damages relating to the leased property as agreed under the lease;

c) The assets of the account, including the income earned thereon, will be paid or otherwise

distributed for the benefit of the purchaser, seller, lessor, or lessee (including to satisfy such

person’s obligation) when the property is sold, exchanged, or surrendered, or the lease

terminates;

d) The account is not a margin or similar account established in connection with a sale or

exchange of a financial asset; and

e) The account is not associated with a credit card account.

3. An obligation of a Financial Institution servicing a loan secured by real property to set aside a

portion of a payment solely to facilitate the payment of taxes or insurance related to the real

property at a later time.

4. An obligation of a Financial Institution solely to facilitate the payment of taxes at a later time.

E. Non-Proprietary Accounts Held by Property Managers.

An account maintained in Luxembourg that is a non-proprietary account held by a property mana-

ger (syndics de copropriété) appointed by virtue of the Loi modifiée du 16 mai 1975 portant statut

sur la copropriété des immeubles bâtis.

F. Partner Jurisdiction Accounts.

An account maintained in Luxembourg and excluded from the definition of Financial Account

under an agreement between the United States and another Partner Jurisdiction to facilitate the

implementation of FATCA, provided that such account is subject to the same requirements and

oversight under the laws of such other Partner Jurisdiction as if such account were established in

that Partner Jurisdiction and maintained by a Partner Jurisdiction Financial Institution in that

Partner Jurisdiction.

VI. Definitions

The following additional definitions shall apply to the descriptions above

A. Reporting Model 1 FFI.

The term Reporting Model 1 FFI means a Financial Institution with respect to which a non-U.S.

government or agency thereof agrees to obtain and exchange information pursuant to a Model 1

IGA, other than a Financial Institution treated as a Nonparticipating Financial Institution under the

Model 1 IGA. For purposes of this definition, the term Model 1 IGA means an arrangement

between the United States or the Treasury Department and a non-U.S. government or one or more

agencies thereof to implement FATCA through reporting by Financial Institutions to such non U.S.

government or agency thereof, followed by automatic exchange of such reported information with

the IRS.

B. Participating FFI.

The term Participating FFI means a Financial Institution that has agreed to comply with the requi-

rements of an FFI Agreement, including a Financial Institution described in a Model 2 IGA that

has agreed to comply with the requirements of an FFI Agreement. The term Participating FFI also

includes a qualified intermediary branch of a Reporting U.S. Financial Institution, unless such

branch is a Reporting Model 1 FFI. For purposes of this definition, the term FFI Agreement means

an agreement that sets forth the requirements for a Financial Institution to be treated as complying

with the requirements of section 1471(b) of the U.S. Internal Revenue Code. In addition, for

purposes of this definition, the term Model 2 IGA means an arrangement between the United States

or the Treasury Department and a non-U.S. government or one or more agencies thereof to facilitate

the implementation of FATCA through reporting by Financial Institutions directly to the IRS in

accordance with the requirements of an FFI Agreement, supplemented by the exchange of infor-

mation between such non-U.S. government or agency thereof and the IRS.

*

In reference to subparagraph 2(a)(3) of Article 2 (Obligations to Obtain and Exchange Information

with Respect to Reportable Accounts) of the Agreement

It is understood that the Grand Duchy of Luxembourg intends for each Reporting Luxembourg

Financial Institution to use a Global Intermediary Identification Number („GIIN“) issued by the Internal

Revenue Service as the identifying number referenced in Subparagraph 2(a)(3) of Article 2 of the

Agreement.

In reference to subparagraph 1(c) of Article 4 (Application of FATCA to Luxembourg Financial Insti-

tutions) of the Agreement

It is understood that Grand Duchy of Luxembourg intends for Luxembourg Financial Institutions to

comply with the registration requirements applicable to Financial Institutions in Partner Jurisdictions

by registering with the Internal Revenue Service and obtaining a GIIN from the Internal Revenue

Service.

MEMORANDUM OF UNDERSTANDING

regarding the Agreement between the Government of

the Grand Duchy of Luxembourg and the Government

of the United States of America to Improve International

Tax Compliance and with respect to the United States

information reporting provisions commonly known as

the Foreign Account Tax Compliance Act

At the signing today of the Agreement between the Government of the Grand Duchy of Luxembourg

and the Government of the United States of America to Improve International Tax Compliance and

with respect to the United States information reporting provisions commonly known as the Foreign

Account Tax Compliance Act (hereinafter the „Agreement“), the representatives of the Grand Duchy

of Luxembourg and United States of America wish to confirm their understanding of the following

In reference to paragraph 1 of Article 10 (Term of the Agreement) of the Agreement

As of the date of signature of the Agreement, the United States Department of the Treasury intends

to treat each Luxembourg Financial Institution, as that term is defined in the Agreement, as complying

with, and not subject to withholding under section 1471 of the U.S. Internal Revenue Code during such

time as the Grand Duchy of Luxembourg is pursuing the necessary internal procedures for entry into

force of the Agreement. The United States further understands that the Grand Duchy of Luxembourg

intends to contact the United States as soon as it is aware that there might be a delay in the Luxembourg

internal approval process for entry into force of the Agreement such that the Grand Duchy of Luxembourg

would not be able to provide its notification under paragraph 1 of Article 10 of the Agreement prior

to September 30, 2015. If upon consultation with the Grand Duchy of Luxembourg, the United States

Department of the Treasury receives credible assurances that such a delay is likely to be resolved in a

reasonable period of time, the United States Department of the Treasury may decide to continue to

apply FATCA to Luxembourg Financial Institutions in the manner described above as long as the United

States Department of the Treasury assesses that the Grand Duchy of Luxembourg is likely to be able

to send its notification under paragraph 1 of Article 10 by September 30, 2016. It is understood that

should the Agreement enter into force after September 30, 2015, any information that would have been

reportable under the Agreement thereafter (and prior to its entry into force) had the Agreement been

in force by September 30, 2015, is owed on the September 30 next following the date of entry into

force.

*

Signed at Luxembourg, in duplicate, in the English language, this 28 day of march, 2014. A French

language text is to be prepared, which is to be considered equally official upon an exchange of letters

between the United States of America and the Grand Duchy of Luxembourg confirming its conformity

with the English language text.

For the government of the

For the government of the

Grand Duchy of Luxembourg,

United States of America,

(signature)

(signature)

ECHANGES DE NOTES VERBALES

NOTE VERBALE

The Embassy of the Grand Duchy of Luxembourg presents its compliments to the Department of

State of the United States of America and refers to the Agreement between the Government of the

United States of America and the Government of the Grand Duchy of Luxembourg to Improve

International Tax Compliance and with respect to the United States information reporting provisions

commonly known as the Foreign Account Tax Compliance Act, signed at Luxembourg on March 28,

2014, which is not yet in force („the Agreement“). In that connection, the Embassy proposes the fol-

lowing modifications to the English version of the Agreement

1. The second Whereas clause of the Agreement shall be deleted and replaced with: „Whereas, the

Convention on Mutual Administrative Assistance in Tax Matters (the „Convention“), done at

Strasbourg on January 25, 1988, authorizes the exchange of information for tax purposes, including

on an automatic basis (hereinafter the „Convention“ refers to the Convention and any amendments

thereto that are in force for both Parties);“.

2. The third Whereas clause of the Agreement shall be deleted.

3. In the eleventh Whereas clause of the Agreement, the phrase „ , as amended by the Protocol“ shall

be deleted in all places it appears in the Whereas clause.

4. In Paragraph 1 of Article 2 of the Agreement, the phrase „Article 28 of the Convention, as amended

by the Protocol“ shall be deleted and replaced with „Article 6 of the Convention“.

5. In Paragraph 6 of Article 3 of the Agreement, the phrase „Article 27 of the Convention, as amended

by the Protocol“ shall be deleted and replaced with „Article 24 of the Convention“.

6. In Paragraph 7 of Article 3 of the Agreement, the phrase „as amended by the Protocol,“ shall be

deleted.

7. In Paragraph 1 of Article 10 of the Agreement, the paragraph shall be deleted and replaced with

„1. This Agreement shall enter into force on the date of Luxembourg’s written notification, through

diplomatic channels, to the United States that Luxembourg has completed its necessary internal

procedures for entry into force of this Agreement.“.

Correspondingly, the Embassy of the Grand Duchy of Luxembourg has the honor to propose the

following modifications to the French version of the Agreement

1. The second Whereas clause of the Agreement shall be deleted and replaced with: „Considérant que

la Convention concernant l’assistance administrative mutuelle en matière fiscale (la „Convention“),

faite à Strasbourg le 25 janvier 1988, autorise l’échange d’informations à des fins fiscales, y compris

sur une base automatique (ci-après la „Convention“ désigne la Convention et toutes les modifications

s’y rapportant qui sont en vigueur pour les deux Parties);“.

2. The third Whereas clause of the Agreement shall be deleted.

3. In the eleventh Whereas clause of the Agreement, the phrase „ , telle qu’amendée par le Protocole“

shall be deleted in all places it appears in the Whereas clause.

4. In Paragraph 1 of Article 2 of the Agreement, the phrase „l’Article 28 de la Convention, telle

qu’amendée par le Protocole“ shall be deleted and replaced with „l’Article 6 de la Convention“.

5. In Paragraph 6 of Article 3 of the Agreement, the phrase „l’Article 27 de la Convention, tel qu’amen-

dée par le Protocole“ shall be deleted and replaced with „l’Article 24 de la Convention“.

6. In Paragraph 7 of Article 3 of the Agreement, the phrase „telle qu’amendée par le Protocole“ shall

be deleted.

7. In Paragraph 1 of Article 10 of the Agreement, the paragraph shall be deleted and replaced with

„1. Le présent Accord entrera en vigueur à la date de la notification écrite, par la voie diplomatique,

du Luxembourg aux Etats-Unis stipulant que le Luxembourg a achevé les procédures internes néces-

saires pour l’entrée en vigueur du présent Accord.“.

If the foregoing is acceptable to the Government of the United States of America, the Embassy

further proposes that the present note and the Department’s affirmative note in reply shall constitute

an agreement between the Government of the Grand Duchy of Luxembourg and the Government of

the United States of America modifying the Agreement and that this modifying agreement shall enter

into force on the date of the Department’s reply.

The Embassy avails itself of this opportunity to renew to the Department the assurances of its highest

consideration.

Washington DC, the 31st of March 2015.

United States Department of State

Office of the Secretary of State

Washington, DC

*

The Department of State acknowledges receipt of Note Verbale No. NV 71-15, dated March 31,

2015, from the Embassy of the Grand Duchy of Luxembourg regarding the Agreement between the

Government of the United States of America and the Government of the Grand Duchy of Luxembourg

to Improve International Tax Compliance and with respect to the United States information reporting

provisions commonly known as the Foreign Account Tax Compliance Act, signed at Luxembourg on

March 28, 2014, which is not yet in force („the Agreement“), which note reads as follows

The Embassy of the Grand Duchy of Luxembourg presents its compliments to the Department

of State of the United States of America and refers to the Agreement between the Government of

the United States of America and the Government of the Grand Duchy of Luxembourg to Improve

International Tax Compliance and with respect to the United States information reporting provisions

commonly known as the Foreign Account Tax Compliance Act, signed at Luxembourg on March 28,

2014, which is not yet in force („the Agreement“). In that connection, the Embassy proposes the

following modifications to the English version of the Agreement

1. The second Whereas clause of the Agreement shall be deleted and replaced with: „Whereas, the

Convention on Mutual Administrative Assistance in Tax Matters (the „Convention“), done at

Strasbourg on January 25, 1988, authorizes the exchange of information for tax purposes, inclu-

ding on an automatic basis (hereinafter the „Convention“ refers to the Convention and any

amendments thereto that are in force for both Parties);“.

2. The third Whereas clause of the Agreement shall be deleted.

3. In the eleventh Whereas clause of the Agreement, the phrase „ , as amended by the Protocol“

shall be deleted in all places it appears in the Whereas clause.

4. In Paragraph 1 of Article 2 of the Agreement, the phrase „Article 28 of the Convention, as

amended by the Protocol“ shall be deleted and replaced with „Article 6 of the Convention“.

5. In Paragraph 6 of Article 3 of the Agreement, the phrase „Article 27 of the Convention, as

amended by the Protocol“ shall be deleted and replaced with „Article 24 of the Convention“.

6. In Paragraph 7 of Article 3 of the Agreement, the phrase „as amended by the Protocol,“ shall be

deleted.

7. In Paragraph 1 of Article 10 of the Agreement, the paragraph shall be deleted and replaced with

„1. This Agreement shall enter into force on the date of Luxembourg’s written notification,

through diplomatic channels, to the United States that Luxembourg has completed its necessary

internal procedures for entry into force of this Agreement.“.

Correspondingly, the Embassy of the Grand Duchy of Luxembourg has the honor to propose the

following modifications to the French version of the Agreement

1. The second Whereas clause of the Agreement shall be deleted and replaced with: „Considérant

que la Convention concernant l’assistance administrative mutuelle en matière fiscale (la

„Convention“), faite à Strasbourg le 25 janvier 1988, autorise l’échange d’informations à des fins

fiscales, y compris sur une base automatique (ci-après la „Convention“ désigne la Convention et

toutes les modifications s’y rapportant qui sont en vigueur pour les deux Parties);“.

2. The third Whereas clause of the Agreement shall be deleted.

3. In the eleventh Whereas clause of the Agreement, the phrase „ , telle qu’amendée par le Protocole“

shall be deleted in all places it appears in the Whereas clause.

4. In Paragraph 1 of Article 2 of the Agreement, the phrase „l’Article 28 de la Convention, telle

qu’amendée par le Protocole“ shall be deleted and replaced with „l’Article 6 de la Convention“.

5. In Paragraph 6 of Article 3 of the Agreement, the phrase „l’Article 27 de la Convention, tel

qu’amendée par le Protocole“ shall be deleted and replaced with „l’Article 24 de la Convention“.

6. In Paragraph 7 of Article 3 of the Agreement, the phrase „telle qu’amendée par le Protocole“

shall be deleted.

7. In Paragraph 1 of Article 10 of the Agreement, the paragraph shall be deleted and replaced with

„1. Le présent Accord entrera en vigueur à la date de la notification écrite, par la voie diploma-

tique, du Luxembourg aux Etats-Unis stipulant que le Luxembourg a achevé les procédures

internes nécessaires pour l’entrée en vigueur du présent Accord.“.

If the foregoing is acceptable to the Government of the United States of America, the Embassy

further proposes that the present note and the Department’s affirmative note in reply shall constitute

an agreement between the Government of the Grand Duchy of Luxembourg and the Government

of the United States of America modifying the Agreement and that this modifying agreement shall

enter into force on the date of the Department’s reply.

The Embassy avails itself of this opportunity to renew to the Department the assurances of its

highest consideration.

The Department informs the Embassy that the Government of the United States of America accepts

the proposals set forth in the Embassy’s note. Therefore, the Embassy’s note and the present note shall

constitute an agreement between the Government of the Grand Duchy of Luxembourg and the

Government of the United States of America modifying the Agreement. This modifying agreement

shall enter into force on the date of the present note, April 1, 2015.

Washington, April 1, 2015.

Department of State,

*

AGREEMENT

between the Government of the Grand Duchy of Luxembourg

and the Government of the United States of America to Improve

International Tax Compliance and with respect to The United

States information reporting provisions commonly known as

the Foreign Account Tax Compliance Act

Coordinated version

Whereas, the Government of the United States of America and the Government of the Grand Duchy

of Luxembourg (each, a „Party,“ and together, the „Parties“) wish to conclude an agreement to improve

international tax compliance through mutual assistance in tax matters based on an effective infrastruc-

ture for the automatic exchange of information;

Whereas, the Convention on Mutual Administrative Assistance in Tax Matters (the „Convention“),

done at Strasbourg on January 25, 1988, authorizes the exchange of information for tax purposes,

including on an automatic basis (hereinafter the „Convention“ refers to the Convention and any amend-

ments thereto that are in force for both Parties);

Whereas, the United States of America enacted provisions commonly known as the Foreign Account

Tax Compliance Act („FATCA“), which introduce a reporting regime for financial institutions with

respect to certain accounts;

Whereas, the Government of the Grand Duchy of Luxembourg is supportive of the policy goal to

improve tax compliance;

Whereas, FATCA has raised a number of issues, including that Luxembourg financial institutions

may not be able to comply with certain aspects of FATCA due to domestic legal impediments;

Whereas, the Government of the United States of America collects information regarding certain

accounts maintained by U.S. financial institutions held by residents of Luxembourg and is committed

to exchanging such information with the Government of the Grand Duchy of Luxembourg and pursuing

equivalent levels of exchange, provided that the appropriate safeguards and infrastructure for an effec-

tive exchange relationship are in place;

Whereas, the Parties are committed to working together over the longer term towards achieving

internationally accepted common reporting and due diligence standards for financial institutions;

Whereas, the Government of the United States of America acknowledges the need to coordinate the

reporting obligations under FATCA with other U.S. tax reporting obligations of Luxembourg financial

institutions to avoid duplicative reporting;

Whereas, an intergovernmental approach to FATCA implementation would address legal impedi-

ments and reduce burdens for Luxembourg financial institutions;

Whereas, the Parties wish to conclude an agreement to improve international tax compliance and

provide for the implementation of FATCA based on domestic reporting and reciprocal automatic

exchange pursuant to the Convention and subject to the confidentiality and other protections provided

for therein, including the provisions limiting the use of the information exchanged under the Convention;

Now, therefore, the Parties HAVE AGREED as follows

Article 1

Definitions

1.

For purposes of this agreement and any annexes thereto („Agreement“), the following terms shall

have the meanings set forth below

a) The term „United States“ means the United States of America, including the States thereof,

but does not include the U.S. Territories. Any reference to a „State“ of the United States

includes the District of Columbia.

b) The term „U.S. Territory“ means American Samoa, the Commonwealth of the Northern

Mariana Islands, Guam, the Commonwealth of Puerto Rico, or the U.S. Virgin Islands.

c) The term „IRS“ means the U.S. Internal Revenue Service.

d) The term „Luxembourg“ means the Grand Duchy of Luxembourg.

e) The term „Partner Jurisdiction“ means a jurisdiction that has in effect an agreement with the

United States to facilitate the implementation of FATCA. The IRS shall publish a list identifying

all Partner Jurisdictions.

f) The term „Competent Authority“ means

(1) in the case of the United States, the Secretary of the Treasury or his delegate; and

(2) in the case of Luxembourg, the Minister of Finance or his delegate.

g) The term „Financial Institution“ means a Custodial Institution, a Depository Institution, an

Investment Entity, or a Specified Insurance Company.

h) The term „Custodial Institution“ means any Entity that holds, as a substantial portion of its

business, financial assets for the account of others. An entity holds financial assets for the

account of others as a substantial portion of its business if the entity’s gross income attributable

to the holding of financial assets and related financial services equals or exceeds 20 percent

of the entity’s gross income during the shorter of: (i) the three-year period that ends on

December 31 (or the final day of a non-calendar year accounting period) prior to the year in

which the determination is being made; or (ii) the period during which the entity has been in

existence.

i) The term „Depository Institution“ means any Entity that accepts deposits in the ordinary

course of a banking or similar business.

j) The term „Investment Entity“ means any Entity that conducts as a business (or is managed

by an entity that conducts as a business) one or more of the following activities or operations

for or on behalf of a customer

(1) trading in money market instruments (cheques, bills, certificates of deposit, derivatives,

etc.); foreign exchange; exchange, interest rate and index instruments; transferable secu-

rities; or commodity futures trading;

(2) individual and collective portfolio management; or

(3) otherwise investing, administering, or managing funds or money on behalf of other

persons.

This subparagraph 1(j) shall be interpreted in a manner consistent with similar language

set forth in the definition of „financial institution“ in the Financial Action Task Force

Recommendations.

k) The term „Specified Insurance Company“ means any Entity that is an insurance company (or

the holding company of an insurance company) that issues, or is obligated to make payments

with respect to, a Cash Value Insurance Contract or an Annuity Contract.

l) The term „Luxembourg Financial Institution“ means (i) any Financial Institution resident in

Luxembourg, but excluding any branch of such Financial Institution that is located outside

Luxembourg, and (ii) any branch of a Financial Institution not resident in Luxembourg, if such

branch is located in Luxembourg.

m) The term „Partner Jurisdiction Financial Institution“ means (i) any Financial Institution

established in a Partner Jurisdiction, but excluding any branch of such Financial Institution that

is located outside the Partner Jurisdiction, and (ii) any branch of a Financial Institution not

established in the Partner Jurisdiction, if such branch is located in the Partner Jurisdiction.

n) The term „Reporting Financial Institution“ means a Reporting Luxembourg Financial

Institution or a Reporting U.S. Financial Institution, as the context requires.

o) The term „Reporting Luxembourg Financial Institution“ means any Luxembourg Financial

Institution that is not a Non-Reporting Luxembourg Financial Institution.

p) The term „Reporting U.S. Financial Institution“ means (i) any Financial Institution that is

resident in the United States, but excluding any branch of such Financial Institution that is

located outside the United States, and (ii) any branch of a Financial Institution not resident in

the United States, if such branch is located in the United States, provided that the Financial

Institution or branch has control, receipt, or custody of income with respect to which information

is required to be exchanged under subparagraph (2)(b) of Article 2 of this Agreement.

q) The term „Non-Reporting Luxembourg Financial Institution“ means any Luxembourg

Financial Institution, or other Entity resident in Luxembourg, that is described in Annex II as a

Non-Reporting Luxembourg Financial Institution or that otherwise qualifies as a deemed-com-

pliant FFI or an exempt beneficial owner under relevant U.S. Treasury Regulations in effect on

the date of signature of this Agreement.

r) The term „Nonparticipating Financial Institution“ means a nonparticipating FFI, as that term

is defined in relevant U.S. Treasury Regulations, but does not include a Luxembourg Financial

Institution or other Partner Jurisdiction Financial Institution other than a Financial Institution

treated as a Nonparticipating Financial Institution pursuant to subparagraph 2(b) of Article 5 of

this Agreement or the corresponding provision in an agreement between the United States and

a Partner Jurisdiction.

s) The term „Financial Account“ means an account maintained by a Financial Institution, and

includes

(1) in the case of an Entity that is a Financial Institution solely because it is an Investment

Entity, any equity or debt interest (other than interests that are regularly traded on an esta-

blished securities market) in the Financial Institution;

(2) in the case of a Financial Institution not described in subparagraph 1(s)(1) of this Article,

any equity or debt interest in the Financial Institution (other than interests that are regularly

traded on an established securities market), if (i) the value of the debt or equity interest is

determined, directly or indirectly, primarily by reference to assets that give rise to U.S.

Source Withholdable Payments, and (ii) the class of interests was established with a purpose

of avoiding reporting in accordance with this Agreement; and

(3) any Cash Value Insurance Contract and any Annuity Contract issued or maintained by a

Financial Institution, other than a noninvestmentlinked, nontransferable immediate life

annuity that is issued to an individual and monetizes a pension or disability benefit provided

under an account that is excluded from the definition of Financial Account in Annex II.

Notwithstanding the foregoing, the term „Financial Account“ does not include any account that

is excluded from the definition of Financial Account in Annex II. For purposes of this Agreement,

interests are „regularly traded“ if there is a meaningful volume of trading with respect to the

interests on an ongoing basis, and an „established securities market“ means an exchange that is

officially recognized and supervised by a governmental authority in which the market is located

and that has a meaningful annual value of shares traded on the exchange. For purposes of this

subparagraph 1(s), an interest in a Financial Institution is not „regularly traded“ and shall be

treated as a Financial Account if the holder of the interest (other than a Financial Institution

acting as an intermediary) is registered on the books of such Financial Institution. The preceding

sentence will not apply to interests first registered on the books of such Financial Institution

prior to July 1, 2014, and with respect to interests first registered on the books of such Financial

Institution on or after July 1, 2014, a Financial Institution is not required to apply the preceding

sentence prior to January 1, 2016.

t) The term „Depository Account“ includes any commercial, checking, savings, time, or thrift

account, or an account that is evidenced by a certificate of deposit, thrift certificate, investment

certificate, certificate of indebtedness, or other similar instrument maintained by a Financial

Institution in the ordinary course of a banking or similar business. A Depository Account also

includes an amount held by an insurance company pursuant to a guaranteed investment contract

or similar agreement to pay or credit interest thereon.

u) The term „Custodial Account“ means an account (other than an Insurance Contract or Annuity

Contract) for the benefit of another person that holds any financial instrument or contract held

for investment (including, but not limited to, a share or stock in a corporation, a note, bond,

debenture, or other evidence of indebtedness, a currency or commodity transaction, a credit

default swap, a swap based upon a nonfinancial index, a notional principal contract, an Insurance

Contract or Annuity Contract, and any option or other derivative instrument).

v) The term „Equity Interest“ means, in the case of a partnership that is a Financial Institution,

either a capital or profits interest in the partnership. In the case of a trust that is a Financial

Institution, an Equity Interest is considered to be held by any person treated as a settlor or

beneficiary of all or a portion of the trust, or any other natural person exercising ultimate effec-

tive control over the trust. A Specified U.S. Person shall be treated as being a beneficiary of a

foreign trust if such Specified U.S. Person has the right to receive directly or indirectly (for

example, through a nominee) a mandatory distribution or may receive, directly or indirectly, a

discretionary distribution from the trust.

w)The term „Insurance Contract“ means a contract (other than an Annuity Contract) under which

the issuer agrees to pay an amount upon the occurrence of a specified contingency involving

mortality, morbidity, accident, liability, or property risk.

x) The term „Annuity Contract“ means a contract under which the issuer agrees to make pay-

ments for a period of time determined in whole or in part by reference to the life expectancy of

one or more individuals. The term also includes a contract that is considered to be an Annuity

Contract in accordance with the law, regulation, or practice of the jurisdiction in which the

contract was issued, and under which the issuer agrees to make payments for a term of years.

y) The term „Cash Value Insurance Contract“ means an Insurance Contract (other than an

indemnity reinsurance contract between two insurance companies) that has a Cash Value greater

than $50,000.

z) The term „Cash Value“ means the greater of (i) the amount that the policyholder is entitled to

receive upon surrender or termination of the contract (determined without reduction for any

surrender charge or policy loan), and (ii) the amount the policyholder can borrow under or with

regard to the contract. Notwithstanding the foregoing, the term „Cash Value“ does not include

an amount payable under an Insurance Contract as

(1) a personal injury or sickness benefit or other benefit providing indemnification of an eco-

nomic loss incurred upon the occurrence of the event insured against;

(2) a refund to the policyholder of a previously paid premium under an Insurance Contract (other

than under a life insurance contract) due to policy cancellation or termination, decrease in

risk exposure during the effective period of the Insurance Contract, or arising from a rede-

termination of the premium due to correction of posting or other similar error; or

(3) a policyholder dividend based upon the underwriting experience of the contract or group

involved.

aa) The term „Reportable Account“ means a U.S. Reportable Account or a Luxembourg

Reportable Account, as the context requires.

bb) The term „Luxembourg Reportable Account“ means a Financial Account maintained by a

Reporting U.S. Financial Institution if: (i) in the case of a Depository Account, the account is

held by an individual resident in Luxembourg and more than $10 of interest is paid to such

account in any given calendar year; or (ii) in the case of a Financial Account other than a

Depository Account, the Account Holder is a resident of Luxembourg, including an Entity that

certifies that it is resident in Luxembourg for tax purposes, with respect to which U.S. source

income that is subject to reporting under chapter 3 of subtitle A or chapter 61 of subtitle F of

the U.S. Internal Revenue Code is paid or credited.

cc) The term „U.S. Reportable Account“ means a Financial Account maintained by a Reporting

Luxembourg Financial Institution and held by one or more Specified U.S. Persons or by a

Non-U.S. Entity with one or more Controlling Persons that is a Specified U.S. Person.

Notwithstanding the foregoing, an account shall not be treated as a U.S. Reportable Account

if such account is not identified as a U.S. Reportable Account after application of the due

diligence procedures in Annex I.

dd) The term „Account Holder“ means the person listed or identified as the holder of a Financial

Account by the Financial Institution that maintains the account. A person, other than a Financial

Institution, holding a Financial Account for the benefit or account of another person as agent,

custodian, nominee, signatory, investment advisor, or intermediary, is not treated as holding

the account for purposes of this Agreement, and such other person is treated as holding the

account. For purposes of the immediately preceding sentence, the term „Financial Institution“

does not include a Financial Institution organized or incorporated in a U.S. Territory. In the

case of a Cash Value Insurance Contract or an Annuity Contract, the Account Holder is any

person entitled to access the Cash Value or change the beneficiary of the contract. If no person

can access the Cash Value or change the beneficiary, the Account Holder is any person named

as the owner in the contract and any person with a vested entitlement to payment under the

terms of the contract. Upon the maturity of a Cash Value Insurance Contract or an Annuity

Contract, each person entitled to receive a payment under the contract is treated as an Account

Holder.

ee) The term „U.S. Person“ means a U.S. citizen or resident individual, a partnership or corpo-

ration organized in the United States or under the laws of the United States or any State thereof,

a trust if (i) a court within the United States would have authority under applicable law to

render orders or judgments concerning substantially all issues regarding administration of the

trust, and (ii) one or more U.S. persons have the authority to control all substantial decisions

of the trust, or an estate of a decedent that is a citizen or resident of the United States. This

subparagraph 1(ee) shall be interpreted in accordance with the U.S. Internal Revenue Code.

ff) The term „Specified U.S. Person“ means a U.S. Person, other than: (i) a corporation the stock

of which is regularly traded on one or more established securities markets; (ii) any corporation

that is a member of the same expanded affiliated group, as defined in section 1471(e)(2) of

the U.S. Internal Revenue Code, as a corporation described in clause (i); (iii) the United States,

or any wholly owned agency or instrumentality thereof; (iv) any State of the United States,

any U.S. Territory, any political subdivision of any of the foregoing, or any wholly owned

agency or instrumentality of any one or more of the foregoing; (v) any organization exempt

from taxation under section 501(a) of the U.S. Internal Revenue Code or an individual retire-

ment plan as defined in section 7701(a)(37) of the U.S. Internal Revenue Code; (vi) any bank

as defined in section 581 of the U.S. Internal Revenue Code; (vii) any real estate investment

trust as defined in section 856 of the U.S. Internal Revenue Code; (viii) any regulated invest-

ment company as defined in section 851 of the U.S. Internal Revenue Code or any entity

registered with the U.S. Securities and Exchange Commission under the Investment Company

Act of 1940 (15 U.S.C. 80a-64); (ix) any common trust fund as defined in section 584(a) of

the U.S. Internal Revenue Code; (x) any trust that is exempt from tax under section 664(c) of

the U.S. Internal Revenue Code or that is described in section 4947(1) of the U.S. Internal

Revenue Code; (xi) a dealer in securities, commodities, or derivative financial instruments

(including notional principal contracts, futures, forwards, and options) that is registered as such

under the laws of the United States or any State; (xii) a broker as defined in section 6045(c)

of the U.S. Internal Revenue Code; or (xiii) any tax-exempt trust under a plan that is described

in section 403(b) or section 457(g) of the U.S. Internal Revenue Code.

gg) The term „Entity“ means a legal person or a legal arrangement such as a trust.

hh) The term „Non-U.S. Entity“ means an Entity that is not a U.S. Person.

ii)

The term „U.S. Source Withholdable Payment“ means any payment of interest (including

any original issue discount), dividends, rents, salaries, wages, premiums, annuities, compen-

sations, remunerations, emoluments, and other fixed or determinable annual or periodical

gains, profits, and income, if such payment is from sources within the United States.

Notwithstanding the foregoing, a U.S. Source Withholdable Payment does not include any

payment that is not treated as a withholdable payment in relevant U.S. Treasury Regulations.

jj)

An Entity is a „Related Entity“ of another Entity if either Entity controls the other Entity, or

the two Entities are under common control. For this purpose control includes direct or indirect

ownership of more than 50 percent of the vote or value in an Entity. Notwithstanding the

foregoing, Luxembourg may treat an Entity as not a Related Entity of another Entity if the

two Entities are not members of the same expanded affiliated group as defined in section

1471(e)(2) of the U.S. Internal Revenue Code.

kk) The term „U.S. TIN“ means a U.S. federal taxpayer identifying number.

ll)

The term „Luxembourg TIN“ means a Luxembourg taxpayer identifying number.

mm) The term „Controlling Persons“ means the natural persons who exercise control over an

Entity. In the case of a trust, such term means the settlor, the trustees, the protector (if any),

the beneficiaries or class of beneficiaries, and any other natural person exercising ultimate

effective control over the trust, and in the case of a legal arrangement other than a trust, such

term means persons in equivalent or similar positions. The term „Controlling Persons“ shall

be interpreted in a manner consistent with the Financial Action Task Force Recommendations.

2.

Any term not otherwise defined in this Agreement shall, unless the context otherwise requires or

the Competent Authorities agree to a common meaning (as permitted by domestic law), have the mea-

ning that it has at that time under the law of the Party applying this Agreement, any meaning under

the applicable tax laws of that Party prevailing over a meaning given to the term under other laws of

that Party.

Article 2

Obligations to Obtain and Exchange Information

with Respect to Reportable Accounts

1.

Subject to the provisions of Article 3 of this Agreement, each Party shall obtain the information

specified in paragraph 2 of this Article with respect to all Reportable Accounts and shall annually

exchange this information with the other Party on an automatic basis pursuant to the provisions of

Article 6 of the Convention.

2.

The information to be obtained and exchanged is

a) In the case of Luxembourg with respect to each U.S. Reportable Account of each Reporting

Luxembourg Financial Institution

(1) the name, address, and U.S. TIN of each Specified U.S. Person that is an Account Holder

of such account and, in the case of a Non-U.S. Entity that, after application of the due

diligence procedures set forth in Annex I, is identified as having one or more Controlling-

Persons that is a Specified U.S. Person, the name, address, and U.S. TIN (if any) of such

entity and each such Specified U.S. Person;

(2) the account number (or functional equivalent in the absence of an account number);

(3) the name and identifying number of the Reporting Luxembourg Financial Institution;

(4) the account balance or value (including, in the case of a Cash Value Insurance Contract or

Annuity Contract, the Cash Value or surrender value) as of the end of the relevant calendar

year or other appropriate reporting period or, if the account was closed during such year,

immediately before closure;

(5) in the case of any Custodial Account

(A) the total gross amount of interest, the total gross amount of dividends, and the total

gross amount of other income generated with respect to the assets held in the account,

in each case paid or credited to the account (or with respect to the account) during the

calendar year or other appropriate reporting period; and

(B) the total gross proceeds from the sale or redemption of property paid or credited to the

account during the calendar year or other appropriate reporting period with respect to

which the Reporting Luxembourg Financial Institution acted as a custodian, broker,

nominee, or otherwise as an agent for the Account Holder;

(6) in the case of any Depository Account, the total gross amount of interest paid or credited

to the account during the calendar year or other appropriate reporting period; and

(7) in the case of any account not described in subparagraph 2(a)(5) or 2(a)(6) of this Article,

the total gross amount paid or credited to the Account Holder with respect to the account

during, the calendar year or other appropriate reporting period with respect to which the

Reporting Luxembourg Financial Institution is the obligor or debtor, including the aggregate

amount of any redemption payments made to the Account Holder during the calendar year

or other appropriate reporting period.

b) In the case of the United States, with respect to each Luxembourg Reportable Account of each

Reporting U.S. Financial Institution

(1) the name, address, and Luxembourg TIN of any person that is a resident of Luxembourg

and is an Account Holder of the account;

(2) the account number (or the functional equivalent in the absence of an account number);

(3) the name and identifying number of the Reporting U.S. Financial Institution;

(4) the gross amount of interest paid on a Depository Account;

(5) the gross amount of U.S. source dividends paid or credited to the account; and

(6) the gross amount of other U.S. source income paid or credited to the account, to the extent

subject to reporting under chapter 3 of subtitle A or chapter 61 of subtitle F of the U.S.

Internal Revenue Code.

Article 3

Time and Manner of Exchange of Information

1.

For purposes of the exchange obligation in Article 2 of this Agreement, the amount and characte-

rization of payments made with respect to a U.S. Reportable Account may be determined in accordance

with the principles of the tax laws of Luxembourg, and the amount and characterization of payments

made with respect to a Luxembourg Reportable Account may be determined in accordance with prin-

ciples of U.S. federal income tax law.

2.

For purposes of the exchange obligation in Article 2 of this Agreement, the information exchanged

shall identify the currency in which each relevant amount is denominated.

3.

With respect to paragraph 2 of Article 2 of this Agreement, information is to be obtained and

exchanged with respect to 2014 and all subsequent years, except that

a) In the case of Luxembourg

(1) the information to be obtained and exchanged with respect to 2014 is only the information

described in subparagraphs 2(a)(1) through 2(a)(4) of Article 2 of this Agreement;

(2) the information to be obtained and exchanged with respect to 2015 is the information des-

cribed in subparagraphs 2(a)(1) through 2(a)(7) of Article 2 of this Agreement, except for

gross proceeds described in subparagraph 2(a)(5)(B) of Article 2 of this Agreement; and

(3) the information to be obtained and exchanged with respect to 2016 and subsequent years

is the information described in subparagraphs 2(a)(1) through 2(a)(7) of Article 2 of this

Agreement;

b) In the case of the United States, the information to be obtained and exchanged with respect to

2014 and subsequent years is all of the information identified in subparagraph 2(b) of Article 2

of this Agreement.

4.

Notwithstanding paragraph 3 of this Article, with respect to each Reportable Account that is main-

tained by a Reporting Financial Institution as of June 30, 2014, and subject to paragraph 4 of

Article 6 of this Agreement, the Parties are not required to obtain and include in the exchanged infor-

mation the Luxembourg TIN or the U.S. TIN, as applicable, of any relevant person if such taxpayer

identifying number is not in the records of the Reporting Financial Institution. In such a case, the Parties

shall obtain and include in the exchanged information the date of birth of the relevant person, if the

Reporting Financial Institution has such date of birth in its records.

5.

Subject to paragraphs 3 and 4 of this Article, the information described in Article 2 of this

Agreement shall be exchanged within nine months after the end of the calendar year to which the

information relates.

6.

The Competent Authorities of Luxembourg and the United States shall enter into an agreement

under the mutual agreement procedure as contemplated in Article 24 of the Convention which shall

a) establish the procedures for the automatic exchange obligations described in Article 2 of this

Agreement;

b) prescribe rules and procedures as may be necessary to implement Article 5 of this Agreement;

and

c) establish as necessary procedures for the exchange of the information reported under subpara-

graph 1(b) of Article 4 of this Agreement.

7.

All information exchanged shall be subject to the confidentiality and other protections provided

for in the Convention, including the provisions limiting the use of the information exchanged.

8.

Each Competent Authority shall provide written notification to the other Competent Authority

when it is satisfied that the jurisdiction of the other Competent Authority has in place (i) appropriate

safeguards to ensure that the information received pursuant to this Agreement shall remain confidential

and be used solely for tax purposes, and (ii) the infrastructure for an effective exchange relationship

(including established processes for ensuring timely, accurate, and confidential information exchanges,

effective and reliable communications, and demonstrated capabilities to promptly resolve questions

and concerns about exchanges or requests for exchanges and to administer the provisions of Article 5

of this Agreement). The Competent Authorities shall endeavor in good faith to meet, prior to September

2015, to establish that each jurisdiction has such safeguards and infrastructure in place.

9.

The obligations of the Parties to obtain and exchange information under Article 2 of this Agreement

shall take effect on the later of: (i) the date of the later of the written notifications described in para-

graph 8 of this Article, or (ii) the date of entry into force of this Agreement pursuant to paragraph 1

of Article 10. Notwithstanding the foregoing, if the Luxembourg Competent Authority is satisfied that

the United States has the safeguards and infrastructure described in paragraph 8 of this Article in place,

but additional time is necessary for the U.S. Competent Authority to establish that Luxembourg has

such safeguards and infrastructure in place, the obligation of Luxembourg to obtain and exchange

information under Article 2 of this Agreement shall take effect on the later of: (i) the date of the written

notification provided by the Luxembourg Competent Authority to the U.S. Competent Authority pur-

suant to paragraph 8 of this Article, or (ii) the date of entry into force of this Agreement pursuant to

paragraph 1 of Article 10.

10.

This Agreement shall terminate on September 30, 2015, if Article 2 of this Agreement is not in

effect for either Party pursuant to paragraph 9 of this Article by that date.

Article 4

Application of FATCA to Luxembourg Financial Institutions

1.

Treatment of Reporting Luxembourg Financial Institutions

Each Reporting Luxembourg Financial Institution shall be treated as complying with, and not

subject to withholding under, section 1471 of the U.S. Internal Revenue Code if Luxembourg complies

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with its obligations under Articles 2 and 3 of this Agreement with respect to such Reporting Luxembourg

Financial Institution, and the Reporting Luxembourg Financial Institution

a) identifies U.S. Reportable Accounts and reports annually to the Luxembourg Competent

Authority the information required to be reported in subparagraph 2(a) of Article 2 of this

Agreement in the time and manner described in Article 3 of this Agreement;

b) for each of 2015 and 2016, reports annually to the Luxembourg Competent Authority the name

of each Nonparticipating Financial Institution to which it has made payments and the aggregate

amount of such payments;

c) complies with the registration requirements applicable to Financial Institutions in Partner

Jurisdictions;

d) to the extent that a Reporting Luxembourg Financial Institution is (i) acting as a qualified inter-

mediary (for purposes of section 1441 of the U.S. Internal Revenue Code) that has elected to

assume primary withholding responsibility under chapter 3 of subtitle A of the U.S. Internal

Revenue Code, (ii) a foreign partnership that has elected to act as a withholding foreign par-

tnership (for purposes of both sections 1441 and 1471 of the U.S. Internal Revenue Code), or

(iii) a foreign trust that has elected to act as a withholding foreign trust (for purposes of both

sections 1441 and 1471 of the U.S. Internal Revenue Code), withholds 30 percent of any U.S.

Source Withholdable Payment to any Nonparticipating Financial Institution; and

e) in the case of a Reporting Luxembourg Financial Institution that is not described in subpara-

graph 1(d) of this Article and that makes a payment of, or acts as an intermediary with respect

to, a U.S. Source Withholdable Payment to any Nonparticipating Financial Institution, the

Reporting Luxembourg Financial Institution provides to any immediate payor of such U.S.

Source Withholdable Payment the information required for withholding and reporting to occur

with respect to such payment.

Notwithstanding the foregoing, a Reporting Luxembourg Financial Institution with respect to

which the conditions of this paragraph 1 are not satisfied shall not be subject to withholding under

section 1471 of the U.S. Internal Revenue Code unless such Reporting Luxembourg Financial Institution

is treated by the IRS as a Nonparticipating Financial Institution pursuant to subparagraph 2(b) of

Article 5 of this Agreement.

2.

Suspension of Rules Relating to Recalcitrant Accounts

The United States shall not require a Reporting Luxembourg Financial Institution to withhold tax

under section 1471 or 1472 of the U.S. Internal Revenue Code with respect to an account held by a

recalcitrant account holder (as defined in section 1471(d)(6) of the U.S. Internal Revenue Code), or to

close such account, if the U.S. Competent Authority receives the information set forth in subpara-

graph 2(a) of Article 2 of this Agreement, subject to the provisions of Article 3 of this Agreement, with

respect to such account.

3.

Specific Treatment of Luxembourg Retirement Plans

The United States shall treat as deemed-compliant FFIs or exempt beneficial owners, as appro-

priate, for purposes of sections 1471 and 1472 of the U.S. Internal Revenue Code, Luxembourg reti-

rement plans described in Annex II. For this purpose, a Luxembourg retirement plan includes an Entity

established or located in, and regulated by, Luxembourg, or a predetermined contractual or legal

arrangement, operated to provide pension or retirement benefits or earn income for providing such

benefits under the laws of Luxembourg and regulated with respect to contributions, distributions,

reporting, sponsorship, and taxation.

4.

Identification and Treatment of Other Deemed-Compliant FFIs and Exempt Beneficial Owners

The United States shall treat each Non-Reporting Luxembourg Financial Institution as a deemed-

compliant FFI or as an exempt beneficial owner, as appropriate, for purposes of section 1471 of the

U.S. Internal Revenue Code.

5.

Special Rules Regarding Related Entities and Branches That Are Nonparticipating Financial

Institutions

If a Luxembourg Financial Institution, that otherwise meets the requirements described in para-

graph 1 of this Article or is described in paragraph 3 or 4 of this Article, has a Related Entity or branch

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that operates in a jurisdiction that prevents such Related Entity or branch from fulfilling the require-

ments of a participating FFI or deemed-compliant FFI for purposes of section 1471 of the U.S. Internal

Revenue Code or that has a Related Entity or branch that is treated as a Nonparticipating Financial

Institution solely due to the expiration of the transitional rule for limited FFIs and limited branches

under relevant U.S. Treasury Regulations, such Luxembourg Financial Institution shall continue to be

in compliance with the terms of this Agreement and shall continue to be treated as a deemed-compliant

FFI or exempt beneficial owner, as appropriate, for purposes of section 1471 of the U.S. Internal

Revenue Code, provided that

a) the Luxembourg Financial Institution treats each such Related Entity or branch as a separate

Nonparticipating Financial Institution for purposes of all the reporting and withholding requi-

rements of this Agreement and each such Related Entity or branch identifies itself to withholding

agents as a Nonparticipating Financial Institution;

b) each such Related Entity or branch identifies its U.S. accounts and reports the information with

respect to those accounts as required under section 1471 of the U.S. Internal Revenue Code to

the extent permitted under the relevant laws pertaining to the Related Entity or branch; and

c) such Related Entity or branch does not specifically solicit U.S. accounts held by persons that

are not resident in the jurisdiction where such Related Entity or branch is located or accounts

held by Nonparticipating Financial Institutions that are not established in the jurisdiction where

such Related Entity or branch is located, and such Related Entity or branch is not used by the

Luxembourg Financial Institution or any other Related Entity to circumvent the obligations

under this Agreement or under section 1471 of the U.S. Internal Revenue Code, as

appropriate.

6.

Coordination of Timing

Notwithstanding paragraphs 3 and 5 of Article 3 of this Agreement

a) Luxembourg shall not be obligated to obtain and exchange information with respect to a calendar

year that is prior to the calendar year with respect to which similar information is required to

be reported to the IRS by participating FFIs pursuant to relevant U.S. Treasury Regulations;

b) Luxembourg shall not be obligated to begin exchanging information prior to the date by which

participating FFIs are required to report similar information to the IRS under relevant U.S.

Treasury Regulations;

c) the United States shall not be obligated to obtain and exchange information with respect to a

calendar year that is prior to the first calendar year with respect to which Luxembourg is required

to obtain and exchange information; and

d) the United States shall not be obligated to begin exchanging information prior to the date by

which Luxembourg is required to begin exchanging information.

7.

Coordination of Definitions with U.S. Treasury Regulations

Notwithstanding Article 1 of this Agreement and the definitions provided in the Annexes to this

Agreement, in implementing this Agreement, Luxembourg may use, and may permit Luxembourg

Financial Institutions to use, a definition in relevant U.S. Treasury Regulations in lieu of a correspon-

ding definition in this Agreement, provided that such application would not frustrate the purposes of

this Agreement.

Article 5

Collaboration on Compliance and Enforcement

1.

Minor and Administrative Errors

A Competent Authority shall notify the Competent Authority of the other Party when the first-

mentioned Competent Authority has reason to believe that administrative errors or other minor errors

may have led to incorrect or incomplete information reporting or resulted in other infringements of

this Agreement. The Competent Authority of such other Party shall apply its domestic law (including

applicable penalties) to obtain corrected and/or complete information or to resolve other infringements

of this Agreement.

2.

Significant Non-Compliance

a) A Competent Authority shall notify the Competent Authority of the other Party when the first-

mentioned Competent Authority has determined that there is significant non-compliance with

the obligations under this Agreement with respect to a Reporting Financial Institution in the

other jurisdiction. The Competent Authority of such other Party shall apply its domestic law

(including applicable penalties) to address the significant non-compliance described in the

notice.

b) If, in the case of a Reporting Luxembourg Financial Institution, such enforcement actions do not

resolve the non-compliance within a period of 18 months after notification of significant non-

compliance is first provided, the United States shall treat the Reporting Luxembourg Financial

Institution as a Nonparticipating Financial Institution pursuant to this subparagraph 2(b).

3.

Reliance on Third Party Service Providers

Each Party may allow Reporting Financial Institutions to use third party service providers to fulfill

the obligations imposed on such Reporting Financial Institutions by a Party, as contemplated in this

Agreement, but these obligations shall remain the responsibility of the Reporting Financial Institutions.

4.

Prevention of Avoidance

The Parties shall implement as necessary requirements to prevent Financial Institutions from

adopting practices intended to circumvent the reporting required under this Agreement.

Article 6

Mutual Commitment to Continue to Enhance the Effectiveness

of Information Exchange and Transparency

1.

Reciprocity

The Government of the United States acknowledges the need to achieve equivalent levels of reci-

procal automatic information exchange with Luxembourg. The Government of the United States is

committed to further improve transparency and enhance the exchange relationship with Luxembourg

by pursuing the adoption of regulations and advocating and supporting relevant legislation to achieve

such equivalent levels of reciprocal automatic information exchange.

2.

Treatment of Passthru Payments and Gross Proceeds

The Parties are committed to work together, along with Partner Jurisdictions, to develop a practical

and effective alternative approach to achieve the policy objectives of foreign passthru payment and

gross proceeds withholding that minimizes burden.

3.

Development of Common Reporting and Exchange Model

The Parties are committed to working with Partner Jurisdictions, the Organisation for Economic

Cooperation and Development, on adapting the terms of this Agreement and other agreements between

the United States and Partner Jurisdictions to a common model for automatic exchange of information,

including the development of reporting and due diligence standards for financial institutions.

4.

Documentation of Accounts Maintained as of June 30, 2014

With respect to Reportable Accounts maintained by a Reporting Financial Institution as of

June 20, 2014

a) The United States commits to establish, by January 1, 2017, for reporting with respect to 2017

and subsequent years, rules requiring Reporting U.S. Financial Institutions to obtain and report

the Luxembourg TIN of each Account Holder of a Luxembourg Reportable Account as required

pursuant to subparagraph 2(b)(1) of Article 2 of this Agreement; and

b) Luxembourg commits to establish, by January 1, 2017, for reporting with respect to 2017 and

subsequent years, rules requiring Reporting Luxembourg Financial Institutions to obtain the

U.S. TIN of each Specified U.S. Person as required pursuant to subparagraph 2(a)(1) of

Article 2 of this Agreement.

Article 7

Consistency in the Application of FATCA to Partner Jurisdictions

1. Luxembourg shall be granted the benefit of any more favorable terms under Article 4 or Annex I

of this Agreement relating to the application of FATCA to Luxembourg Financial Institutions afforded

to another Partner Jurisdiction under a signed bilateral agreement pursuant to which the other Partner

Jurisdiction commits to undertake the same obligations as Luxembourg described in Articles 2 and 3

of this Agreement, and subject to the same terms and conditions as described therein and in Articles 5

through 9 of this Agreement.

2. The United States shall notify Luxembourg of any such more favorable terms, and such more

favorable terms shall apply automatically under this Agreement as if such terms were specified in this

Agreement and effective as of the date of the entry into force of the agreement incorporating the more

favorable terms, unless Luxembourg declines in writing the application thereof.

Article 8

Consultations and Amendments

1. In case any difficulties in the implementation of this Agreement arise, either Party may request

consultations to develop appropriate measures to ensure the fulfillment of this Agreement.

2. This Agreement may be amended by written mutual agreement of the Parties. Unless otherwise

agreed upon, such an amendment shall enter into force through the same procedures as set forth in

paragraph 1 of Article 10 of this Agreement.

Article 9

Annexes

The Annexes form an integral part of this Agreement.

Article 10

Term of Agreement

1. This Agreement shall enter into force on the date of Luxembourg’s written notification, through

diplomatic channels, to the United States that Luxembourg has completed its necessary internal pro-

cedures for entry into force of this Agreement.

2. Either Party may terminate this Agreement by giving notice of termination in writing to the other

Party. Such termination shall become effective on the first day of the month following the expiration

of a period of 12 months after the date of the notice of termination.

3. The Parties shall, prior to December 31, 2016, consult in good faith to amend this Agreement as

necessary to reflect progress on the commitments set forth in Article 6 of this Agreement.

IN WITNESS whereof, the undersigned, being duly authorized thereto by their respective

Governments, have signed this Agreement.

DONE at Luxembourg, this 28 day of March, 2014, in duplicate, in the English language. A French

language text shall be prepared, which shall be considered equally authentic upon an exchange of

diplomatic notes between the Parties confirming its conformity with the English language text.

For the government of the

For the government of the

Grand Duchy of Luxembourg,

United States of America,

(signature)

(signature)

Editeur

Service Central de Législation, 43, boulevard F.-D. Roosevelt, L-2450 Luxembourg

Imprimeur: Association momentanée Imprimerie Centrale / Victor Buck

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