a question of international law, shall be submitted, at
the initiative of either Government, to an arbitral
tribunal for resolution in accordance with Article 5(b).
(b) The arbitral tribunal for resolution of
disputes pursuant to Article 5(a) shall be established
and function as follows:
(i) Each Government shall appoint one
arbitrator; these two arbitrators shall designate
a president by common agreement who shall be a
citizen of a third state and whose appointment
shall be subject to acceptance by the two
Governments. The arbitrators shall be appointed
within three months and the president within six
months of the date of receipt of either
Government's request for arbitration. If the
appointments are not made within the foregoing
time limits, either Government 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, and both
Governments agree to accept such appointment or
appointments.
(ii) The arbitral tribunal shall base its
decision on the applicable principles and rules of

international law. The arbitral tribunal shall



than the treatment to which such funds would be
entitled in the hands of the party under Coverage.

(b) Such amounts and credits may be transferred
by the Issuer 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
Tajikistan in accordance with its laws.

(c) The provisions of this Article 4 shall also
apply to any amounts and credits in the currency of the
Republic of Tajikistan which may be accepted by the
Issuer in settlement of obligations with respect to
loans made by the Issuer for projects in the Republic

of Tajikistan.

ARTICLE 5

(a) Any dispute between the Government of the
United States of America and the Government of the
Republic of Tajikistan regarding the interpretation of
this Agreement or which, in the opinion of one of the
Governments, involves a question of international law
arising out of any project or activity for which
Coverage has been issued shall be resolved, insofar as
Possible, through negotiations between the two
Governments. If, at the end of six months following
the request for negotiations, the two Governments have
not resolved the dispute by agreement, the dispute,

including the question of whether such dispute presents



decide by majority vote. Its decision shall be
final and binding.

(iii) During the proceedings, each of the
Governments shall pay the expense of its
arbitrator and of its representation in the
proceedings before the arbitral tribunal, whereas
the expenses of the president and other costs of
arbitration shall be paid in equal parts by the
two Governments. In its award, the arbitral
tribunal may, in its discretion, reallocate
expenses and costs between the two Governments.

(iv) In all other matters, the arbitral

tribunal shall regulate its own procedures.

ARTICLE 6

The two Governments, desiring reciprocity, agree
that, in the event the Government of the Republic of
Tajikistan makes arrangements to issue Coverage in the
United States of America under a program similar in
substance to the investment guaranty program to which
this Agreement relates, provisions equivalent to those
of this Agreement shall apply with respect to
Tajikistan investments in the United States of America
upon completion of the constitutional and other legal
Processes of both Governments approving such

arrangements.



INVESTMENT INCENTIVE AGREEMENT BETWEEN
THE GOVERNMENT OF THE UNITED STATES OF AMERICA

AND THE GOVERNMENT OF THE REPUBLIC OF TAJIKISTAN

The Government of the United States of America and the
Government of the Republic of Tajikistan affirm their common
desire to encourage economic activities in the Republic of
Tajikistan which promote the development of the economic
resources and productive capacities of the Republic of
Tajikistan. Recognizing that this objective can be promoted
through investment insurance (including reinsurance), loans
and guaranties which are backed in whole or in part by the
Government of the United States of America and administered
by the Overseas Private Investment Corporation ("OPIC") --
an agency of the Government of the United States of America
-- or pursuant to agency arrangements between OPIC and
private companies, the parties signatory hereto agree as

follows:

ARTICLE 1

As used in this Agreement, the term "Coverage"
shall refer to any investment insurance, reinsurance or
guaranty which is issued in accordance with this
Agreement by OPIC, by any successor agency of the
United States of America, or by the agent of either.
In this Agreement, the term "Issuer" shall refer to
OPIC and any such successor agency, or the agent of
either, to the extent of their interest as insurer,

reinsurer, or guarantor in any Coverage, whether as a



ARTICLE 7

This Agreement shall continue in force until the
expiration of twelve months from the date on which
either Government shall have given written notice of
termination to the other. Provided that in respect of
Coverage issued or loans made at any time before the
termination of the Agreement, its provisions shall
continue in effect with respect to such Coverage or
loans for a period of twenty years after the date of

termination.

This Agreement shall enter into force on the date of

© signing.

DONE at Dushanbe on the 25th day of June, 199%, in
duplicate, in the English, Tajik, and Russian languages, all

the texts being equally authentic.

FOR THE GOVERNMENT OF FOR THE GOVERNMENT OF
THE UNITED STATES OF AMERICA: THE REPUBLIC OF TAJIKISTAN:



party or successor to a contract providing Coverage or

as an agent for the administration of Coverage.

ARTICLE 2

a) I£ the Issuer makes Payment to any party under
Coverage, the Government of the Republic of Tajikistan
shall, subject to the provisions of Article 3 hereof,
recognize the transfer to the Issuer of any assets,
including currency, credits, or investment, on account
of which payment under such Coverage is made as well as
the succession of the Issuer to any right, title,
claim, privilege, or cause of action existing, or which
may arise, in connection therewith.

(b) The Issuer shall assert no greater rights
than those of the transferring party under Coverage
with respect to any interests transferred or succeeded
to under this Article. Nothing in this Agreement shall
limit the right of the Government of the United States
of America to assert a claim under international law in
its sovereign capacity, as distinct from any rights it
may have as Issuer.

(c) The Issuer shall not be subject to regulation
under the laws of the Republic of Tajikistan applicable
to insurance or financial organizations.

(d) Interest and fees on loans made or guaranteed

by the Issuer shall be exempt from tax in the Republic



of Tajikistan. The Issuer shall not be subject to tax
in the Republic of Tajikistan as a result of any
transfer or succession which occurs pursuant to Article
2(a) hereof. Tax treatment of other transactions
conducted by the Issuer in the Republic of Tajikistan
shall be determined by applicable law or specific
agreement between the Issuer and competent authorities

of the Republic of Tajikistan.

ARTICLE 3

To the extent that the laws of the Republic of
Tajikistan partially or wholly invalidate or prohibit
the acquisition from a party under Coverage of any
interest in any property within the territory of the
Republic of Tajikistan by the Issuer, the Government of
the Republic of Tajikistan shall permit such party and
the Issuer to make appropriate arrangements pursuant to
which such interests are transferred to a person or
entity permitted to own such interests under the laws

of the Republic of Tajikistan.

ARTICLE 4
(a) Amounts in the currency of the Republic of
Tajikistan, including credits thereof, acquired by the
Issuer by virtue of such Coverage shall be accorded
treatment by the Government of the Republic of

Tajikistan no less favorable as to use and conversion