Alter Domus IRELAND WE RE WHERE YOU NEED US.

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1 WE RE WHERE YOU NEED US.

2 Alter Domus is a fully integrated Fund and Corporate services provider, dedicated to international private equity & infrastructure houses, real estate firms, multinationals, private clients and private debt managers. Our vertically integrated approach offers tailor-made administration solutions across the entire value chain of investment structures, from fund level down to local Special Purpose Vehicles. Founded in Luxembourg in 2003, Alter Domus has continually expanded its global service offer and today counts 33 offices and desks across five continents. This international network enables clients to benefit globally from the expertise of more than 1,200 experienced professionals active in fund administration, corporate secretarial, accounting, consolidation, tax and legal compliance and debt administration services. We are proud to serve 9 of the 10 largest private equity houses, 6 of the 10 largest real estate firms and 5 of the 10 largest private debt managers in the world. 2 ALTER DOMUS

3 WE ARE PROUD TO SERVE 9 OF THE10 LARGEST PRIVATE EQUITY HOUSES WE ARE PROUD TO SERVE 6 OF THE10 LARGEST REAL ESTATE FIRMS WE ARE PROUD TO SERVE 5 OF THE10 LARGEST PRIVATE DEBT MANAGERS IN THE WORLD WHY? Ireland has one of the most professional business environments in Europe and is one of the world s leading jurisdictions for fund domiciliation. Its main benefits include: Strong political and public support of EU membership and Monetary Union Common Law legal framework closely aligned with UK and US Only English speaking country in the Eurozone Stable political environment Important financial centre, where investment funds, bank, reinsurance businesses and holding companies have expanded during the last twenty-five years Top ranked country for availability of skilled labour, workforce flexibility, adaptability and productivity Long established, highly reputable and highly regulated choice for fund domiciliation No restrictions on marketing Irish funds by AIFMD compliant AIFMs Irish Stock Exchange is widely regarded as one of the leading exchanges in the world for the listing of investment funds Prudent but practical regulation by the Central Bank towards Funds, Managers, Administrators and Custodians with a sensitivity to international needs Consistent OECD member state white-list status No domestic legislation requiring publication in local newspapers or similar publications of all notices to investors (significant cost saving) Clearly defined tax regime Extensive network of double taxation treaties and Bilateral Memoranda of Understanding. In particular the US treaty works very well for Irish regulated funds which are investment companies or unit trusts Exemption from domestic corporation tax and VAT Introduction of the Exchange of Information provisions of the EU Savings Directive therefore Ireland is exempt from the withholding tax rates of 20%, rising eventually to 35% which apply to other member states which have not adopted these provisions Intellectual property (IP) revenues : Significant deductions on certain capital expenditure when acquiring IP. Tax depreciation equivalent to amortization or depreciation charge on IP capital expenditure or alternatively an election to claim tax deductions for 15 years of 7% and 2% in final year. Withholding tax rates: 20% as a general rule, however can be reduced or exempt based on the type and location of the recipient (distributions to EU or tax treaty recipients are exempt), while certain forms of debt instruments are also exempt from withholding tax Standard Irish VAT rate of 23%; 13.5% on land and buildings; 9% on certain tourism and leisure activities Leasing: Beneficial tax treatment for leases of short life assets (less than 8 years), such as aircraft, whereby the lessor may follow the accounting depreciation treatment of the asset allowing a faster write off of the capital cost of an asset rather than relying on tax depreciation over 8 years ) DOUBLE TAX TREATIES TREATIES CURRENTLY IN FORCE Albania Armenia Australia Austria Bahrain Belarus Belgium Bosnia Botswana. Bulgaria Herzegovina Canada Chile China Croatia Cyprus Czech Denmark Egypt Estonia Ethiopia Republic Finland France Georgia Germany Greece Hong Kong Hungary Iceland India Israel Italy Japan Korea Kuwait Latvia (Rep. of) Lithuania Luxembourg Macedonia Malaysia Malta Mexico* Moldova Montenegro Morocco Netherlands New Zealand Norway Pakistan Panama Poland Portugal Portugal Qatar Romania Russia Prot. Saudi Arabia Serbia Singapore Slovak Rep. Slovenia South Africa Spain Sweden Switzerland Thailand Turkey UAE Ukraine United Kingdom Uzbekistan Vietnam Zambia USA IRISH TAX SYSTEM Global corporate income tax rate : 12.5% (25% on non-trading income). R&D expenditure qualifies for a 25% tax credit in addition to the normal deduction (12.5%) Capital gains : 33% with certain reliefs and exemptions if conditions are satisfied. Certain exemptions for Irish Resident Holding Companies which dispose of qualifying shareholdings in an EU or treaty country tax resident subsidiary were either subsidiary or the group are regarded as trading ALTER DOMUS 3

4 CORPORATE SERVICES OUR RECURRING SERVICES Domiciliation and Corporate Secretarial Domiciliation and Legal Assistance Provision of registered office Provision of company secretary, responsible for corporate legal compliance and related filings at the Companies Registration Office Organization and preparation of minutes of board of directors/general meetings of shareholders Maintenance of electronic data and permanent corporate data Maintenance of shareholders registers and directors register Director Mandate Provision of independent directors/managers and legal signatories Corporate Treasury Management Bank Management Monitoring and follow-up of bank accounts (opening, maintenance of signatory list, cash reconciliation, cash deposit, etc.) Organisation of general payments Financial Instruments Maintenance of financial instruments (loans and facility agreements) Interest calculation, invoicing and communication Financial receivable/payable control Distribution to investors : statement and payment Cash Flow Reporting Irish entity and consolidated cash flow control and reporting Accounting Maintenance of accounting file (document validation, filing) Bookkeeping and maintenance of ledgers Period-end accounts closing Preparation of financial statements Entity budget control and follow-up Issue and communication of inter-company statements for period-end closing Assistance and dealing with auditors and tax advisers Consolidation of Accounts Reconciliation of inter-company accounts Review of SPV accounts (local TB and formatted for consolidation) Consolidated financial statements in accordance with local GAAP, US GAAP or the International Financial Reporting Standards (IFRS) Assistance and dealing with auditor Statutory Audit Audits carried out by statutory auditors in order to ensure that annual accounts are in accordance with the accounting standards, the accounting records and supporting documentation for companies which are not already subject to legal audit by an independent auditor. Tax Compliance Corporate Tax Liaising with tax advisers in respect of the preparation of corporate tax returns of companies Preparation and filing of Irish withholding tax return VAT Assisting in VAT registration/removal from registry (if applicable) Preparation and filing of periodic, annual VAT returns and periodical EC Sales list Follow-up and control of VAT statements OUR NON-RECURRING SERVICES New Development Project / Development Progress / Development Delivery / Project Exit Company Formation Services Setting-up companies and branches (preparation and review of legal documents, opening bank account, deed of incorporation in front of notary) Implementing complex international structures as part of restructuring plans and M&A Selecting and coordinating with leading independent tax specialists and lawyers in Ireland in setting up these structures Completion of KYC ( Know Your Customer ) procedures Assistance with office set-up (premises and IT installation) Assistance with human resources (payroll) 4 ALTER DOMUS

5 Initial and Preparatory Work Issue of transaction file Collection and analysis of financial statements (asset deal) Preparation / Review of Transaction step plan and related documents (including cash drawing calculation and cash flow structuring) Control of legal and tax compliance for proposed transaction structure Decision-making Process Organisation of Shareholders Meetings / Boards of Directors / Investment Committees / Advisory Boards and any other required meetings (agenda, convening, proxies, preparation of the minutes) Execution of Decisions Taken by Management Board Review/Execution of any financial agreements and documents Organisation of legal procedure for notarization and apostil Organisation of capital call payment by investors and capital increase Assistance with data room organisation Process Finalisation Communication of all documentation to third parties Collection or compiling of all transaction documentation (transaction Bible ) Liquidation Services Preparation of pre-liquidation documentation including statement of assets and liabilities, corporate approvals (board and shareholder), statutory filings and coordination of relevant meetings - Coordination with liquidator and advisers through liquidation process Investor Communication Responding to investor queries Customized investor reporting and mailings Maintaining investors contact information Accounting and bookkeeping Portfolio accounting Fund accounting, production of financial statements and fund reporting (EVCA or INREV compliant) General ledger and bookkeeping (Irish, UK, US GAAP, GAAP, IFRS) Supervision of audit process Administration Transfer and listing agent Comprehensive administration services including maintenance of partnership/investor register, managing capital calls, coordinating administration of investment process, etc. Transfer of LP and other fund interests Managing distributions Coordinating custody, cash management and treasury services Middle Office Services Full Middle Office Services to bridge the gap between the fund and other service providers, including trade settlements, transactions reconciliations, delivery of various reports at asset managers desktops, etc. Investigation of failed settlements and transparent reporting managers FUND SERVICES Fund Launch Assistance with fund launch, including coordination of advisers and service providers (bank and custodians) Investor due diligence and anti-money-laundering verification Implementation of systems and processes Reviewing fund documentation from an administrative perspective Carried interest Maintaining records and calculating carried interest Administration of carried interest structure Compliance Support Full compliance support at fund launch and beyond ALTER DOMUS 5

6 OFFICE Alter Domus (Ireland) Limited 1st Floor, 118 Lower Baggot Street Dublin 2 Ireland T contact.ie@alterdomus.com Alter Domus , 2014, 2015 & 2016 WE RE WHERE YOU NEED US.