II SÉRIE-A — NÚMERO 78 38

other Entity resident in Portugal that is described in Annex II as a Non-Reporting Portuguese Financial Institution

or that otherwise qualifies as a deemed-compliant FFI or an exempt beneficial owner under relevant U.S.

Treasury Regulations.

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 Portuguese 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 established 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 noninvestment-linked, 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 effective 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.