26834 Federal Register / Vol. 79, No. 91 / Monday, May 12, 2014 / Rules and Regulations 

Account(s), this letter agreement shall govern 

with respect to matters specific to Section 4d 

of the Act and the CFTC’s regulations 

thereunder, as amended. 

This letter agreement shall be governed by 

and construed in accordance with the laws 

of [Insert governing law] without regard to 

the principles of choice of law. 

Please acknowledge that you agree to abide 

by the requirements and conditions set forth 

above by signing and returning to us the 

enclosed copy of this letter agreement, and 

that you further agree to provide a copy of 

this fully executed letter agreement directly 

to the CFTC (via electronic means in a format 

and manner determined by the CFTC) in 

accordance with CFTC Regulation 1.20. We 

hereby authorize and direct you to provide 

such copy without further notice to or 

consent from us, no later than three business 

days after opening the Account(s) or revising 

this letter agreement, as applicable. 

[Name of Derivatives Clearing Organization] 

By: 

Print Name: 

Title: 

ACKNOWLEDGED AND AGREED: 

[Name of Money Market Mutual Fund] 

By: 

Print Name: 

Title: 

Contact Information: [Insert phone number 

and email address] 

DATE: 

Issued in Washington, DC, on May 5, 2014, 

by the Commission. 

Christopher J. Kirkpatrick, 

Deputy Secretary of the Commission. 

[FR Doc. 2014–10650 Filed 5–9–14; 8:45 am] 

BILLING CODE 6351–01–P 

AGENCY FOR INTERNATIONAL 

DEVELOPMENT 

22 CFR Part 234 

Ukraine Guarantees Issued Under the 

Support for the Sovereignty, Integrity, 

Democracy, and Economic Stability of 

Ukraine Act of 2014—Standard Terms 

and Conditions 

AGENCY: Agency for International 

Development (USAID). 

ACTION: Final rule. 

SUMMARY: This regulation prescribes the 

procedures and standard terms and 

conditions applicable to loan guarantees 

to be issued for the benefit of Ukraine 

pursuant to the Support for the 

Sovereignty, Integrity, Democracy, and 

Economic Stability of Ukraine Act of 

2014. 

DATES: Effective May 9, 2014. 

FOR FURTHER INFORMATION CONTACT: D. 

Bruce McPherson, Office of General 

Counsel, U.S. Agency for International 

Development, Washington, DC 20523– 

6601; tel. 202–712–1611, fax 202–216– 

3055. 

SUPPLEMENTARY INFORMATION: Pursuant 

to the Support for the Sovereignty, 

Integrity, Democracy, and Economic 

Stability of Ukraine Act of 2014 (Pub. L. 

113–95), the United States of America, 

acting through the U.S. Agency for 

International Development, may issue 

certain loan guarantees applicable to 

sums borrowed by Ukraine (the 

‘‘Borrower’’), not exceeding an aggregate 

total of U.S. $1 billion in principal 

amount. Upon issuance, the loan 

guarantees shall ensure the Borrower’s 

repayment of 100% of principal and 

interest due under such borrowings and 

the full faith and credit of the United 

States of America shall be pledged for 

the full payment and performance of 

such guarantee obligations. 

This rulemaking document is not 

subject to rulemaking under 5 U.S.C. 

553 or to regulatory review under 

Executive Order 12866 because it 

involves a foreign affairs function of the 

United States. The provisions of the 

Paperwork Reduction Act (44 U.S.C. 

3501 et seq.) do not apply. 

List of Subjects in 22 CFR Part 234 

Foreign aid, Foreign relations, 

Guaranteed loans, Loan programs— 

foreign relations. 

Authority and Issuance 

Accordingly, a new part 234 is added 

to Title 22, Chapter II, of the Code of 

Federal Regulations, as follows: 

PART 234—UKRAINE LOAN 

GUARANTEES ISSUED UNDER THE 

SUPPORT FOR THE SOVEREIGNTY, 

INTEGRITY, DEMOCRACY, AND 

ECONOMIC STABILITY OF UKRAINE 

ACT OF 2014, PUB. L. 113–95— 

STANDARD TERMS AND CONDITIONS 

Sec. 

234.1 Purpose. 

234.2 Definitions. 

234.3 The Guarantee. 

234.4 Guarantee eligibility. 

234.5 Non-impairment of the Guarantee. 

234.6 Transferability of Guarantee; Note 

Register. 

234.7 Fiscal Agent obligations. 

234.8 Event of Default; Application for 

Compensation; payment. 

234.9 No acceleration of Eligible Notes. 

234.10 Payment to USAID of excess 

amounts received by a Noteholder. 

234.11 Subrogation of USAID. 

234.12 Prosecution of claims. 

234.13 Change in agreements. 

234.14 Arbitration. 

234.15 Notice. 

234.16 Governing Law. 

Appendix A to Part 234—Application for 

Compensation 

Authority: Pub. L. 113–95, 128 Stat. 1088. 

§ 234.1 Purpose. 

The purpose of the regulations in this 

part is to prescribe the procedures and 

standard terms and conditions 

applicable to loan guarantees issued for 

the benefit of the Borrower, pursuant to 

the Support for the Sovereignty, 

Integrity, Democracy, and Economic 

Stability of Ukraine Act of 2014 (Pub. L. 

113–95). The loan guarantees will be 

issued as provided herein pursuant to 

the Loan Guarantee Agreement, dated 

April 14, 2014, between the United 

States of America and Ukraine (the 

‘‘Loan Guarantee Agreement’’). The loan 

guarantee will apply to sums borrowed 

during a period beginning on the date 

that the Loan Guarantee Agreement 

enters into force and ending thirty days 

after such date, not exceeding an 

aggregate total of one billion United 

States Dollars ($1,000,000,000) in 

principal amount. The loan guarantees 

shall ensure the Borrower’s repayment 

of 100% of principal and interest due 

under such borrowings. The full faith 

and credit of the United States of 

America is pledged for the full payment 

and performance of such guarantee 

obligations. 

§ 234.2 Definitions. 

Wherever used in the standard terms 

and conditions set out in this part: 

Applicant means a Noteholder who 

files an Application for Compensation 

with USAID, either directly or through 

the Fiscal Agent acting on behalf of a 

Noteholder. 

Application for Compensation means 

an executed application in the form of 

Appendix A to this part which a 

Noteholder, or the Fiscal Agent on 

behalf of a Noteholder, files with USAID 

pursuant to § 234.8. 

Borrower means Ukraine. 

Business Day means any day other 

than a day on which banks in New 

York, NY are closed or authorized to be 

closed or a day which is observed as a 

federal holiday in Washington, DC, by 

the United States Government. 

Date of Application means the date on 

which an Application for Compensation 

is actually received by USAID pursuant 

to § 234.15. 

Defaulted Payment means, as of any 

date and in respect of any Eligible Note, 

any Interest Amount and/or Principal 

Amount not paid when due. 

Eligible Note(s) means [a] Note[s] 

meeting the eligibility criteria set out in 

§ 234.4. 

Fiscal Agency Agreement means the 

agreement among USAID, the Borrower 

and the Fiscal Agent pursuant to which 

the Fiscal Agent agrees to provide fiscal 

agency and trust services in respect of 

the Note[s], a copy of which Fiscal 


emcdonald on DSK67QTVN1PROD with RULES
Federal Register / Vol. 79, No. 91 / Monday, May 12, 2014 / Rules and Regulations 26835 

Agency Agreement shall be made 

available to Noteholders upon request to 

the Fiscal Agent. 

Fiscal Agent means the bank or trust 

company or its duly appointed 

successor under the Fiscal Agency 

Agreement which has been appointed 

by the Borrower with the consent of 

USAID to perform certain fiscal agency 

and trust services for specified Eligible 

Note[s] pursuant to the terms of the 

Fiscal Agency Agreement. 

Further Guaranteed Payments means 

the amount of any loss suffered by a 

Noteholder by reason of the Borrower’s 

failure to comply on a timely basis with 

any obligation it may have under an 

Eligible Note to indemnify and hold 

harmless a Noteholder from taxes or 

governmental charges or any expense 

arising out of taxes or any other 

governmental charges relating to the 

Eligible Note in the country of the 

Borrower. 

Guarantee means the guarantee of 

USAID pursuant to this part 234 and the 

Support for the Sovereignty, Integrity, 

Democracy, and Economic Stability of 

Ukraine Act of 2014 (Pub. L. 113–95). 

Guarantee Payment Date means a 

Business Day not more than three (3) 

Business Days after the related Date of 

Application. 

Interest Amount means for any 

Eligible Note the amount of interest 

accrued on the Principal Amount of 

such Eligible Note at the applicable 

Interest Rate. 

Interest Rate means the interest rate 

borne by an Eligible Note. 

Loss of Investment means, in respect 

of any Eligible Note, an amount in 

Dollars equal to the total of the: 

(1) Defaulted Payment unpaid as of 

the Date of Application, 

(2) Further Guaranteed Payments 

unpaid as of the Date of Application, 

and 

(3) Interest accrued and unpaid at the 

Interest Rate(s) specified in the Eligible 

Note(s) on the Defaulted Payment and 

Further Guaranteed Payments, in each 

case from the date of default with 

respect to such payment to and 

including the date on which full 

payment thereof is made to the 

Noteholder. 

Note[s] means any debt securities 

issued by the Borrower. 

Noteholder means the owner of an 

Eligible Note who is registered as such 

on the Note Register. 

Note Register means the register of 

Eligible Notes required to be maintained 

by the Fiscal Agent. 

Person means any legal person, 

including any individual, corporation, 

partnership, joint venture, association, 

joint stock company, trust, 

unincorporated organization, or 

government or any agency or political 

subdivision thereof. 

Principal Amount means the 

principal amount of the Eligible Notes 

issued by the Borrower. For purposes of 

determining the principal amount of the 

Eligible Notes issued by the Borrower, 

the principal amount of each Eligible 

Note shall be the stated principal 

amount thereof. 

USAID means the United States 

Agency for International Development 

or its successor. 

§ 234.3 The Guarantee. 

Subject to the terms and conditions 

set out in this part, the United States of 

America, acting through USAID, 

guarantees to Noteholders the 

Borrower’s repayment of 100 percent of 

principal and interest due on Eligible 

Notes. Under this Guarantee, USAID 

agrees to pay to any Noteholder 

compensation in Dollars equal to such 

Noteholder’s Loss of Investment under 

its Eligible Note; provided, however, 

that no such payment shall be made to 

any Noteholder for any such loss arising 

out of fraud or misrepresentation for 

which such Noteholder is responsible or 

of which it had knowledge at the time 

it became such Noteholder. This 

Guarantee shall apply to each Eligible 

Note registered on the Note Register. 

§ 234.4 Guarantee eligibility. 

(a) Eligible Notes only are guaranteed 

hereunder. Notes in order to achieve 

Eligible Note status: 

(1) Must be signed on behalf of the 

Borrower, manually or in facsimile, by 

a duly authorized representative of the 

Borrower; 

(2) Must contain a certificate of 

authentication manually executed by 

the Fiscal Agent whose appointment by 

the Borrower is consented to by USAID 

in the Fiscal Agency Agreement; and 

(3) Shall be approved and 

authenticated by USAID by either: 

(i) The affixing by USAID on the 

Notes of a guarantee legend 

incorporating these Standard Terms and 

Conditions signed on behalf of USAID 

by either a manual signature or a 

facsimile signature of an authorized 

representative of USAID or 

(ii) The delivery by USAID to the 

Fiscal Agent of a guarantee certificate 

incorporating these Standard Terms and 

Conditions signed on behalf of USAID 

by either a manual signature or a 

facsimile signature of an authorized 

representative of USAID. 

(b) The authorized USAID 

representatives for purposes of the 

regulations in this part whose 

signature(s) shall be binding on USAID 

shall include the USAID Chief and 

Deputy Chief Financial Officer; 

Assistant Administrator and Deputy, 

Bureau for Economic Growth, 

Education, and Environment; Director 

and Deputy Director, Office of 

Development Credit; and such other 

individual(s) designated in a certificate 

executed by an authorized USAID 

Representative and delivered to the 

Fiscal Agent. The certificate of 

authentication of the Fiscal Agent 

issued pursuant to the Fiscal Agency 

Agreement shall, when manually 

executed by the Fiscal Agent, be 

conclusive evidence binding on USAID 

that an Eligible Note has been duly 

executed on behalf of the Borrower and 

delivered. 

§ 234.5 Non-impairment of the Guarantee. 

After issuance of a Guarantee, that 

Guarantee will be an unconditional, full 

faith and credit obligation of the United 

States of America, and will not be 

affected or impaired by any subsequent 

condition or event. This nonimpairment of the guarantee provision 

shall not, however, be operative with 

respect to any loss arising out of fraud 

or misrepresentation for which the 

claiming Noteholder is responsible or of 

which it had knowledge at the time it 

became a Noteholder. Moreover, the 

Guarantee shall not be affected or 

impaired by: 

(a) Any defect in the authorization, 

execution, delivery or enforceability of 

any agreement or other document 

executed by a Noteholder, USAID, the 

Fiscal Agent or the Borrower in 

connection with the transactions 

contemplated by this Guarantee; or 

(b) The suspension or termination of 

the program pursuant to which USAID 

is authorized to guarantee the Eligible 

Notes. 

§ 234.6 Transferability of Guarantee; Note 

Register. 

A Noteholder may assign, transfer or 

pledge an Eligible Note to any Person. 

Any such assignment, transfer or pledge 

shall be effective on the date that the 

name of the new Noteholder is entered 

on the Note Register. USAID shall be 

entitled to treat the Persons in whose 

names the Eligible Notes are registered 

as the owners thereof for all purposes of 

this Guarantee and USAID shall not be 

affected by notice to the contrary. 

§ 234.7 Fiscal Agent obligations. 

Failure of the Fiscal Agent to perform 

any of its obligations pursuant to the 

Fiscal Agency Agreement shall not 

impair any Noteholder’s rights under 

this Guarantee, but may be the subject 

of action for damages against the Fiscal 


emcdonald on DSK67QTVN1PROD with RULES
26836 Federal Register / Vol. 79, No. 91 / Monday, May 12, 2014 / Rules and Regulations 

1 In the event the Application for Compensation 

relates to Further Guaranteed Payments, such 

Application must also contain a statement of the 

nature and circumstances of the related loss. 

Agent by USAID as a result of such 

failure or neglect. A Noteholder may 

appoint the Fiscal Agent to make 

demand for payment on its behalf under 

this Guarantee. 

§ 234.8 Event of Default; Application for 

Compensation; payment. 

At any time after an Event of Default, 

as this term is defined in an Eligible 

Note, any Noteholder hereunder, or the 

Fiscal Agent on behalf of a Noteholder 

hereunder, may file with USAID an 

Application for Compensation in the 

form provided in Appendix A to this 

part. USAID shall pay or cause to be 

paid to any such Applicant any 

compensation specified in such 

Application for Compensation that is 

due to the Applicant pursuant to the 

Guarantee as a Loss of Investment not 

later than the Guarantee Payment Date. 

In the event that USAID receives any 

other notice of an Event of Default, 

USAID may pay any compensation that 

is due to any Noteholder pursuant to a 

Guarantee, whether or not such 

Noteholder has filed with USAID an 

Application for Compensation in 

respect of such amount. 

§ 234.9 No acceleration of Eligible Notes. 

Eligible Notes shall not be subject to 

acceleration, in whole or in part, by 

USAID, the Noteholder or any other 

party. USAID shall not have the right to 

pay any amounts in respect of the 

Eligible Notes other than in accordance 

with the original payment terms of such 

Eligible Notes. 

§ 234.10 Payment to USAID of excess 

amounts received by a Noteholder. 

If a Noteholder shall, as a result of 

USAID paying compensation under this 

Guarantee, receive an excess payment, it 

shall refund the excess to USAID. 

§ 234.11 Subrogation of USAID. 

In the event of payment by USAID to 

a Noteholder under this Guarantee, 

USAID shall be subrogated to the extent 

of such payment to all of the rights of 

such Noteholder against the Borrower 

under the related Note. 

§ 234.12 Prosecution of claims. 

After payment by USAID to an 

Applicant hereunder, USAID shall have 

exclusive power to prosecute all claims 

related to rights to receive payments 

under the Eligible Notes to which it is 

thereby subrogated. If a Noteholder 

continues to have an interest in the 

outstanding Eligible Notes, such a 

Noteholder and USAID shall consult 

with each other with respect to their 

respective interests in such Eligible 

Notes and the manner of and 

responsibility for prosecuting claims. 

§ 234.13 Change in agreements. 

No Noteholder will consent to any 

change or waiver of any provision of 

any document contemplated by this 

Guarantee without the prior written 

consent of USAID. 

§ 234.14 Arbitration. 

Any controversy or claim between 

USAID and any Noteholder arising out 

of this Guarantee shall be settled by 

arbitration to be held in Washington, DC 

in accordance with the then prevailing 

rules of the American Arbitration 

Association, and judgment on the award 

rendered by the arbitrators may be 

entered in any court of competent 

jurisdiction. 

§ 234.15 Notice. 

Any communication to USAID 

pursuant to this Guarantee shall be in 

writing in the English language, shall 

refer to the Ukraine Loan Guarantee 

Number inscribed on the Eligible Note 

and shall be complete on the day it shall 

be actually received by USAID at the 

Office of Development Credit, Bureau 

for Economic Growth, Education and 

Environment, United States Agency for 

International Development, Washington, 

DC 20523–0030. Other addresses may be 

substituted for the above upon the 

giving of notice of such substitution to 

each Noteholder by first class mail at 

the address set forth in the Note 

Register. 

§ 234.16 Governing Law. 

This Guarantee shall be governed by 

and construed in accordance with the 

laws of the United States of America 

governing contracts and commercial 

transactions of the United States 

Government. 

Appendix A to Part 234—Application 

for Compensation United States Agency 

for International Development 

Washington, DC 20523 

Ref: Guarantee dated as of __, 20__: 

Gentlemen: You are hereby advised that 

payment of $__ (consisting of $__ of 

principal, $__ of interest and $__ in Further 

Guaranteed Payments, as defined in § 234.2 

of the Standard Terms and Conditions of the 

above-mentioned Guarantee) was due on 

______, 20__, on $__ Principal Amount of 

Notes issued by Ukraine (the ‘‘Borrower’’) 

held by the undersigned. Of such amount $__ 

was not received on such date and has not 

been received by the undersigned at the date 

hereof. In accordance with the terms and 

provisions of the above-mentioned 

Guarantee, the undersigned hereby applies, 

under § 234.8 of said Guarantee, for payment 

of $__, representing $__, the Principal 

Amount of the presently outstanding Note(s) 

of the Borrower held by the undersigned that 

was due and payable on __ and that remains 

unpaid, and $__, the Interest Amount on 

such Note(s) that was due and payable by the 

Borrower on __ and that remains unpaid, and 

$__ in Further Guaranteed Payments,1 plus 

accrued and unpaid interest thereon from the 

date of default with respect to such payments 

to and including the date payment in full is 

made by you pursuant to said Guarantee, at 

the rate of __% per annum, being the rate for 

such interest accrual specified in such Note. 

Such payment is to be made at [state 

payment instructions of Noteholder or Fiscal 

Agent, as applicable]. 

All capitalized terms herein that are not 

otherwise defined shall have the meanings 

assigned to such terms in the Standard Terms 

and Conditions of the above-mentioned 

Guarantee. 

[Name of Applicant] 

By: lllllllllllllllllll

Name: 

Title: 

Dated: 

Dated: May 7, 2014. 

D. Bruce McPherson, 

Attorney Advisor, Office of the General 

Counsel, U.S. Agency for International 

Development. 

[FR Doc. 2014–10830 Filed 5–9–14; 8:45 am] 

BILLING CODE P 

DEPARTMENT OF THE TREASURY 

Internal Revenue Service 

26 CFR Part 1 

[TD 9650] 

RIN 1545–BK67; RIN 1545–BK91 

Definitions and Reporting 

Requirements for Shareholders of 

Passive Foreign Investment 

Companies; Insurance Income of a 

Controlled Foreign Corporation for 

Taxable Years Beginning After 

December 31, 1986; Correction 

AGENCY: Internal Revenue Service (IRS), 

Treasury. 

ACTION: Correcting amendment. 

SUMMARY: This document contains 

corrections to final and temporary 

regulations (TD 9650) that were 

published in the Federal Register on 

Tuesday, December 31, 2013 (78 FR 

79602). The regulations provide 

guidance on determining ownership of 

a passive foreign investment company 

(‘‘PFIC’’) and on the annual filing 

requirements for shareholders of PFICs. 

DATES: This correction is effective May 

12, 2014 and applicable beginning 

December 31, 2013. 


emcdonald on DSK67QTVN1PROD with RULES