TREATIES AND OTHER INTERNATIONAL ACTS SERIES 13-521 

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INVESTMENT GUARANTIES 

 Agreement Between the 

UNITED STATES OF AMERICA 

and MYANMAR 

Signed at Washington May 21, 2013 
 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.” 
 MYANMAR 

 Investment Guaranties 

 Agreement signed at Washington May 21, 2013; 

 Entered into force May 21, 2013. 
INVESTMENT INCENTIVE AGREEMENT

BETWEEN

THE GOVERNMENT OF THE UNITED STATES OF AMERICA

AND

THE GOVERNMENT OF THE REPUBLIC OF THE UNION OF MYANMAR

THE GOVERNMENT OF THE UNITED STATES OF AMERICA and THE

GOVERNMENT OF THE REPUBLIC OF THE UNION OF MYANMAR (the "Parties");

AFFIRMING their common desire to encourage economic activities in the

Republic of the Union of Myanmar that promote the development of the economic

resources and productive capacities of the Republic of the Union of Myanmar;

ACKNOWLEDGING that diverse forms of assistance and support are

important to the economic revitalization of the Republic of the Union of Myanmar;

and

RECOGNIZING that the Overseas Private Investment Corporation ("OPIC"),

a development institution and an agency of the United States of America, can be

instrumental in achieving these objectives through its provision of investment

insurance, coinsurance and reinsurance, debt and equity investments and investment

guaranties;

HAVE AGREED as follows:

ARTICLE 1

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

provided. The term "Issuer" refers to OPIC and any successor agency of the United

States of America, and any agent of either. The term "Investment Support" refers

to any debt or equity investment, any investment guaranty and any investment

insurance, reinsurance or coinsurance which is provided by the Issuer (or, in the

case of coinsurance, is provided by the Issuer and commercial insurance companies

("Coinsurers") under coinsurance arrangements under which the Issuer acts both for

itself and for such Coinsurers) in connection with a project in the territory of the

Republic of the Union of Myanmar. The term "Taxes" means all present and future

taxes, levies, imposts, stamps, duties and charges, whether direct or indirect,

imposed in the Republic of the Union of Myanmar and all liabilities with respect

thereto.
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ARTICLE 2

The Parties confirm their understanding that the Issuer's activities are

governmental in nature and therefore:

(a) The Issuer shall not be subject to regulation under the laws of the

Republic of the Union of Myanmar applicable to insurance or financial

organizations, but, in the provision of Investment Support, shall be accorded all

rights and have access to all remedies of any such entity, whether domestic, foreign

or multilateral, that are available to such entities under the laws of the Republic of

the Union of Myanmar.

(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 liquidation 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 in

accordance with the laws of the Republic of the Union of Myanmar. 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 which operates in the Republic of the Union of Myanmar.

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 in accordance with the

laws of the Republic of the Union of Myanmar and unpaid 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, or exercises its rights as a creditor or subrogee, in connection with

any Investment Support, the Republic of the Union of Myanmar shall recognize the

transfer to, or acquisition by, whether in accordance with the laws of the Republic

of the Union of Myanmar or other applicable law, 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

international 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 shall be entitled

to the benefits of this Agreement unless it is acting through, or its interests have

been assigned to, the Issuer.
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ARTICLE 3

(a) Amounts in the currency of the Republic of the Union of Myanmar,

including cash, accounts, credits, instruments or otherwise, acquired by the Issuer

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

of its rights as a creditor, in connection with any Investment Support for a project in

the Republic of the Union of Myanmar, shall be accorded treatment in the territory

of the Republic of the Union of Myanmar 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 the Republic of the Union of Myanmar in accordance with its laws.

ARTICLE 4

(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 the Republic of

the Union of Myanmar 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 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 citizen of a third state and the presiding arbitrator,

appointed by agreement of the Parties. The Party-appointed 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 the 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 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, applicable rules of international law and, as necessary,

relevant rules of applicable municipal law.
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(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.

ARTICLE 5

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

both Parties.

(b) This Agreement shall continue in force until six months from the

date of a receipt of a note by which one Party informs the other of its intent to

terminate this Agreement. In such event, the provisions of this Agreement shall,

with respect to Investment Support provided prior to or while this Agreement was

in force, remain in force so long as such Investment Support remains outstanding,

but in no case longer than twenty years after the termination of this Agreement.

IN WITNESS WHEREOF, the undersigned, duly authorized by their respective

Governments, have signed this Agreement.

DONE at Washington, D.C., in duplicate, this 21st day of May, 2013, in the

English language. A text shall be prepared in the Myanmar language 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

UNITED STATES OF AMERICA:

FOR THE GOVERNMENT OF THE

REPUBLIC OF THE UNION OF

MYANMAR:

Ugh

Elizabeth---Litt Dr. Pwint San

President & CEO Deputy Minister

Overseas Private Investment Corporation Ministry of Commerce

NOTE: When text in the Myanmar language is received and authenticated, it will be added to this publication.