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TREATIES AND OTHER INTERNATIONAL ACTS SERIES 20-1028 

FINANCE 

Investment Guaranties 

Agreement Between the 

UNITED STATES OF AMERICA 

and TUVALU 

Signed at Suva October 28, 2020 

Entered into force October 28, 2020 
 

 

NOTE BY THE DEPARTMENT OF STATE 

Pursuant to Public Law 89—497, approved July 8, 1966 

(80 Stat. 271; 1 U.S.C. 113)— 

“. . .the Treaties and Other International Acts Series issued 

under the authority of the Secretary of State shall be competent 

evidence . . . of the treaties, international agreements other than 

treaties, and proclamations by the President of such treaties and 

international agreements other than treaties, as the case may be, 

therein contained, in all the courts of law and equity and of maritime 

jurisdiction, and in all the tribunals and public offices of the 

United States, and of the several States, without any further proof 

or authentication thereof.” 
INVESTMENT INCENTIVE AGREEMENT 

BETWEEN 

THE GOVERNMENT OF THE UNITED STATES OF AMERICA 

AND 

THE GOVERNMENT OF TUVALU 

THE GOVERNMENT OF THE UNITED STA TES OF AMERICA and THE GOVERNMENT OF Tuv ALU 

{the "Parties''); 

AFFIRMING their common desire to encourage economic activities in Tuvalu that promote 

the development of the economic resources and productive capacities of Tuvalu; 

ACKNOWLEDGING that private sector investment can contribute to the economic goals of 

Tuvalu; and 

RECOGNIZING that the United States International Development Finance Corporation, a 

development finance institution of the United States of America {the ''DFC"), can be instrumental 

in achieving these objectives through debt and equity investments, investment guaranties, 

investment insurance, reinsurance and coinsurance, feasibility studies for potential projects, and 

special projects and programs in support of specific DFC transactions; 

HAVE AGREED as follows: 

ARTICLE I 

As used in this Agreement, the following terms have the meanings herein provided. The 

term "Issuer" refers to the DFC and any successor entity, and any agent of either. In connection 

with a project in the territory of Tuvalu, the term "Investment Support" refers to any debt or 

equity investment, any investment guaranty, investment insurance, reinsurance or coinsurance, 

feasibility studies for potential projects, and any project and program in support of specific DFC 

transactions, including but not limited to grants, which is provided by the Issuer ( or, in the case of 

coinsurance, is provided by the Issuer and one or more commercial insurance companies 

{individually, "Coinsurer") under coinsurance arrangements under which the Issuer acts both for 

itself and for such Coinswers ). The term ''Taxes" means all present and future taxes, levies, 

imposts, stamps, tariffs, duties, charges, property taxes, value-added truces, and other taxes or fees, 
registration fees, or similar charges, whether direct or indirect, imposed in Tuvalu and all liabilities 

with respect thereto. 

ARTICLE2 

The Parties understand that the Issuer's activities are governmental in nature and therefore: 

(a) The Issuer shall not be subject to regulation under the Jaws of Tuvalu applicable to 

insurance organizations, financial organizations or private equity funds, but, in the provision of 

Investment Support, sball be afforded all rights and have access to all remedies of any such entity, 

whether domestic, foreign or multilateral. The Issuer shall not be subject to the jurisdiction of 

Tuvalu with respect to any claim arising from the provision ofinvestment Support. The proceeds 

of the Issuer derived from Investment Support shall not be subject to attachment or seizure by any 

person or entity. Nothing in this Agreement waives any immunity of the United States, or its 

agencies or instrumentalities (including the DFC), under applicable law. 

(b) The Issuer, all operations and activities undertaken by the Issuer in connection with 

any Investment Support, and all payments, whether of interest, principal, fees, dividends, 

premiums or the proceeds from the sale, liquidation or disposition of assets or of any other nature, 

that are made, received or guaranteed by the Issuer in connection with any Investment Support 

shall be exempt from Taxes, whether imposed directly on the Issuer or payable in the first instance 

by others. Neither projects receiving Investment Support nor investors in such projects shall be 

exempt from Taxes by operation of this Article, provided, however, that any Investment Support 

shall be accorded tax treatment no less favorable than that accorded to the investment support of 

any other national or multilateral development institution that operates in Tuvalu. The Issuer shall 

not be subject to Taxes in connection with any transfer, succession or other acquisition which 

occurs pursuant to paragraph (c) of this Article or Article 3(a) hereof; but obligations for Taxes 

previously accrued and unpaid by persons or entities other than the Issuer, with respect to interests 

received by the Issuer, shall not be extinguished as a result of such transfer, succession or other 

acquisition. 

(c) If the Issuer, alone or with a Coinsurer, makes a payment to any person or entity, 

including a payment in connection with a prior or contemporaneous purchase of securities, or 

exercises its rights as a creditor or subrogee, in connection with any Investment Support, Tuvalu 

shall recognize the transfer to, or acquisition by, the Issuer and any Coinsurer of any cash, 

accounts, credits, instruments or other assets in connection with such payment or the exercise of 

such rights, as well as the succession of the Issuer and any Coinsurer to any right, title, claim, 

privilege or cause of action existing, or which may arise, in connection therewith. 

( d) With respect to any interests transferred to the Issuer or a Coinsurer or any interests 

to which the Issuer or a Coinsurer succeeds under this Article, in its own right or otherwise, the 

Issuer shall assert no greater rights than those of the person or entity from whom such interests 

were received, provided that nothing in this Agreement shall limit the right of the United States to 

assert a claim under applicable law in its sovereign capacity, as distinct from any rights it may 

have as the Issuer pursuant to paragraph (c) of this Article. No Coinsurer sball be entitled to the 
benefits of this Agreement unless it is acting through, or its interests have been assigned to, the 

Issuer. 

ARTICLE3 

(a) Amounts in the currency of Tuvalu, including cash, accounts, credits, instruments 

or otherwise, acquired by the Issuer ( or by the Issuer and any Coinsurer) upon making a payment, 

upon the sale, liquidation or disposition of securities, or upon the exercise of its rights as a creditor, 

in connection with any Investment Support for a project in Tuvalu, shall be accorded treatment in 

the territory of Tuvalu no less favorable as to use and conversion than the treatment to which such 

funds would have been entitled in the hands of the person or entity from which such amounts were 

acquired. 

(b) Such currency and credits may be transferred to any person or entity and upon such 

transfer shall be freely available for use by such person or entity in the territory of Tuvalu in 

accordance with its laws. 

ARTICLE4 

(a) Any dispute between the Parties regarding the interpretation or application of this 

Agreement or regarding a claim, in connection with any project or activity for which Investment 

Support has been provided, for loss to the Issuer resulting from a violation of international law or 

wrongful act by Tuvalu should be resolved, insofar as possible, through negotiations between the 

Parties. If at any time either Party considers that the dispute cannot be resolved through 

negotiations, it may, upon 90 days' notice and without any requirement to exhaust other remedies, 

submit the dispute to arbitration for a binding decision or award by a tribunal established and 

functioning in accordance with paragraph (b) of this Article. 

(b) The tribunal referred to in paragraph ( a) of this Article shall be established and shall 

function as follows: 

(i) Unless the Parties agree otherwise, the tribunal shall comprise three 

arbitrators, one arbitrator appointed by each Party and the third, who shall be a citiz.en of a 

third state and the presiding arbitrator, appointed by agreement of the Parties. The Partyappointed arbitrators shall be appointed within three months, and the presiding arbitrator 

within six months, of the date the dispute is submitted to arbitration. If the appointments 

are not made within the foregoing time limits, either Party may, in the absence of any other 

agreement, request the Secretary-General of the International Centre for Settlement of 

Investment Disputes to make the necessary appointment or appointments. 

(ii) In the absence of an agreement by the Parties to the contrary, the 

UNCITRAL Arbitration Rules that are in effect on the date that claim or claims were 

submitted to arbitration shall govern the arbitration, except as modified by the Parties or 

this Agreement. 
(iii) The tribunal shall decide the issues in dispute in accordance with this 

Agreement and applicable rules of international law. 

(iv) The decision or award of the tribunal shall be made by at least two of its 

members, be in writing, and state the reasons on which it is based. 

(v) The decision or award made by the tribunal shall have no binding force 

except between the Parties and in respect of the particular dispute. Each Party shall abide 

by and comply with the terms of the decision or award without delay. 

(vi) Expenses incurred by the arbitrators and the president, and other costs of 

the proceedings, shall be paid for equally by the Parties. In its decision or award, the 

tribunal may, in its discretion, reallocate expenses and costs between the Parties, including 

directing that a higher proportion of the costs be paid by one of the Parties. 

ARTICLES 

(a) This Agreement shall enter into force on the date of signature. 

(b) Either Party may terminate this Agreement at any time by providing six months 

written notice to the other Party. Termination shall take effect six months from the date of receipt 

of such notification. In such event, the provisions of this Agreement shall, with respect to 

Investment Support provided prior to or while this Agreement was in force, continue to apply so 

long as such Investment Support remains outstanding, but in no case longer than twenty-five years 

after the termination of this Agreement. 
IN WITNE.§ WHEREOF, the undersigned, duly authorized by their respective Governments, 

have signed this Agreement. 

DONE at Suva, in duplicate, this 28th day of October, 2020, in the English language. 

FOR THE GOVERNMENT OF THE' FOR THE GOVERNMENT OF 

UNITED STATES OF AMERICA: TUVALU: 

l~ ~ kt{<-Jt;~ ' 

Joseph J. Cella, Ambassador Temate Melitiana, High Commissioner 

U.S. Embassy, Suva, Fiji Tuvalu High Commission, Suva, Fiji