(h) examine the individual producing books, papers, records and other data
regarding the purpose for which and the manner in which the item produced is
or was maintained;

(i) permit the competent authority of the applicant Party to provide written
questions to which the individual producing books, papers, records and other
data is to respond regarding the items produced;

(j) perform any other act not in violation of the laws or at variance with the
administrative practice of the requested Party; and

(k) certify either that procedures requested by the competent authority of the
applicant Party were followed or that the procedures requested could not be
followed, with an explanation of the deviation and the reason therefor.

4. Each Contracting Party shall ensure that its competent authority, for the purposes
specified in Article 1 (Object and Scope of this Agreement) of this Agreement, has the
authority to obtain and provide upon request:

(a) information held by banks, other financial institutions, and any person acting
in an agency or fiduciary capacity including nominees and trustees; and

(b) information regarding the ownership of companies, partnerships, trusts,
foundations, “Anstalten” and other persons, including, within the constraints of
Article 2 (Jurisdiction), ownership information on all such persons in an
ownership chain; in the case of trusts, information on settlors, trustees and
beneficiaries; and in the case of foundations, information on founders, members
of the foundation council and beneficiaries.

Notwithstanding subparagraph 4(b), this Agreement does not create an obligation on
the Contracting Parties to obtain or provide ownership information with respect to
publicly traded companies or public collective investment funds or schemes unless
such information can be obtained without giving rise to disproportionate difficulties to
the requested Party.

5. The competent authority of the applicant Party shall provide the following
information to the competent authority of the requested Party when making a request
for information under this Agreement, with the greatest degree of specificity possible:

(a) the identity of the person or ascertainable group or category of persons
under examination or investigation;

(b) a statement of the information sought, including its nature and the form in
which the applicant Party wishes to receive the information from the requested
Party;

(c) the period of time with respect to which the information is requested;

(d) the matter under the applicant Party's tax law with respect to which the
information is sought;

(e) grounds for believing that the information requested is foreseeably relevant
to tax administration or enforcement of the applicant Party with respect to the
person or group or category of persons identified in subparagraph 5(a);

(f) grounds for believing that the information requested is held in the requested
Party or is in the possession or control of a person within the jurisdiction of the
requested Party;


ARTICLE 10
Confidentiali

Any information received by a Contracting Party under this Agreement shall be treated
as confidential and may be disclosed only to persons or authorities (including courts
and administrative bodies) in the jurisdiction of the Contracting Party concerned with
the assessment or collection of, the enforcement or prosecution in respect of, or the
determination of appeals in relation to, the taxes covered by this Agreement, or the
oversight of such functions. Such persons or authorities shall use such information
only for such purposes. They may disclose the information in public court proceedings
or in judicial decisions. The information may not be disclosed to any other person,
entity, authority or jurisdiction. Notwithstanding the foregoing, where the requested
Party provides prior, written consent, the information may be used for purposes
permitted under the provisions of the Treaty between the United States of America and
the United Kingdom of Great Britain and Northern Ireland concerning the Cayman
Islands Relating to Mutual Legal Assistance in Criminal Matters, done on July 3, 1986
at Grand Cayman, as may be amended or any successor treaty.

ARTICLE 11
Costs

Unless the competent authorities of the Contracting Parties otherwise agree, ordinary
costs incurred in providing assistance shall be borne by the requested Party and
extraordinary costs incurred in providing assistance shall be borne by the applicant

Party.

ARTICLE 12

Mutual Agreement Procedure

1. Where difficulties or doubts arise between the Contracting Parties regarding the
implementation or interpretation of this Agreement, the competent authorities shall
endeavor to resolve the matter by mutual agreement.

2. The competent authorities may adopt and implement procedures to facilitate the
implementation of this Agreement.

3. The competent authorities of the Contracting Parties may communicate with each
other directly for purposes of reaching a mutual agreement under this Article.

ARTICLE 13
Entry Into Force

1. This Agreement shall enter into force one month from the date of the Cayman
Islands’ written notification to the United States that the Cayman Islands has
completed its necessary internal procedures for entry into force of this Agreement.
The provisions of this Agreement shall have effect for requests made on or after the

date of entry into force, without regard to the taxable period to which the request
relates.


3. As regards the application of this Agreement at any time by a Contracting Party,
any term not defined therein shall, unless the context otherwise requires or the
competent authorities agree to a common meaning pursuant to the provisions of
Article 12 (Mutual Agreement Procedure), have the meaning that it has at that time
under the law of that Party, any meaning under the applicable tax laws of that Party
prevailing over a meaning given to the term under other laws of that Party.

ARTICLE 5

Exchange of Information Upon Request

1. The competent authority of the requested Party shall provide information for the
purposes referred to in Article 1 (Object and Scope of this Agreement) upon request
by the competent authority of the applicant Party. Such information shall be
exchanged without regard to whether the requested Party needs such information for
its own tax purposes or whether the conduct being investigated would constitute a
crime under the laws of the requested Party if such conduct occurred in the requested
Party.

2. If the information in the possession of the competent authority of the requested
Party is not sufficient to enable it to comply with the request for information, the
requested Party shall use all relevant information gathering measures to provide the
applicant Party with the information requested, notwithstanding that the requested
Party may not need such information for its own tax purposes. Privileges under the
laws and practices of the applicant Party shall not apply in the execution of a request
by the requested Party and the resolution of such matters shall be solely the
responsibility of the applicant Party.

3. If specifically requested by the competent authority of the applicant Party, the
competent authority of the requested Party shall, to the extent allowable under its
domestic laws:

(a) specify the time and place for the taking of testimony or the production of
books, papers, records and other data;

(b) place the individual giving testimony or producing books, papers, records or
other data under oath;

(c) permit the presence of individuals designated by the competent authority of
the applicant Party as being involved in or affected by execution of the request,
including an accused, counsel for the accused, individuals charged with the
administration or enforcement of the domestic laws of the applicant Party
covered by this Agreement or a commissioner or magistrate for the purpose of
rendering evidentiary rulings or determining issues of privilege under the laws of
the applicant Party;

(d) provide individuals permitted to be present with an opportunity to question,
directly or through the executing authority, the individual giving testimony or
producing books, papers, records and other data;

(e) secure original and unedited books, papers, records and other data;

(f) secure or produce true and correct copies of original and unedited books,
Papers, records and other data;

(g) determine the authenticity of books, papers, records and other data
produced, and provide authenticated copies of original books, papers, records
and other data;


(g) to the extent known, the name and address of any person believed to be in
possession or control of the requested information;

(h) a statement that the request is in conformity with the law and administrative
practices of the applicant Party, that if the requested information was within the
jurisdiction of the applicant Party then the competent authority of the applicant
Party would be able to obtain the information under the laws of the applicant
Party or in the normal course of administrative practice and that it is in
conformity with this Agreement; and

(i) a statement that the applicant Party has pursued all means available in its
own territory to obtain the information, except those that would give rise to
disproportionate difficulties.

ARTICLE 6

Automatic Exchange of Information

The competent authorities may automatically transmit information to each other for the
purposes referred to in Article 1 (Object and Scope of this Agreement). The
competent authorities shall determine the items of information to be exchanged
pursuant to this Article and the procedures to be used to exchange such items of
information.

ARTICLE 7
Spontaneous Exchange of Information

The competent authority of a Contracting Party may spontaneously transmit to the
competent authority of the other Contracting Party information that has come to the
attention of the first-mentioned competent authority and that the first-mentioned
competent authority supposes to be foreseeably relevant to the accomplishment of the
purposes referred to in Article 1 (Object and Scope of this Agreement). The
competent authorities shall determine the procedures to be used to exchange such
information.

ARTICLE 8
Tax Examinations Abroad

1. A Contracting Party may allow representatives of the other Contracting Party to
enter the territory of the first-mentioned Party to interview individuals and examine
records with the written consent of the persons concerned. The competent authority of
the second-mentioned Party shall notify the competent authority of the first-mentioned
Party of the time and place of the meeting with the individuals concerned.

2. At the request of the competent authority of one Contracting Party, the competent
authority of the other Contracting Party may allow representatives of the competent
authority of the first-mentioned Party to be present at the appropriate part of a tax
examination in the second-mentioned Party.


2. The Agreement between the Government of the United States of America and the
Government of the United Kingdom of Great Britain and Northern Ireland, including the
Government of the Cayman Islands, for the Exchange of Information Relating to
Taxes, done on November 27, 2001 at Washington (the “2001 Agreement”), shall
terminate on the date of entry into force of this Agreement. Notwithstanding such
termination, the terms of the 2001 Agreement shall continue to apply to requests for
information that have been accepted prior to such termination unless the competent
authorities of the Contracting Parties have mutually agreed otherwise and in writing
pursuant to Article 12 (Mutual Agreement Procedure) of this Agreement.

ARTICLE 14
Termination
1. The Agreement shall remain in force until terminated by a Contracting Party.

2. Either Contracting Party may terminate the Agreement by giving notice of
termination in writing to the other Contracting Party. Such termination shall become
effective on the first day of the month following the expiration of a period of six months
after the date of the notice of termination.

3. If the Agreement is terminated, both Contracting Parties shall remain bound by the
provisions of Article 10 (Confidentiality) with respect to any information obtained under
the Agreement.

In witness whereof, the undersigned, being duly authorized thereto by their respective
Governments, have signed this Agreement.

Done at London, United Kingdom in duplicate, in the English language, this 29th day
of November, 2013.

FOR THE GOVERNMENT OF THE FOR THE GOVERNMENT OF THE
UNITED STATES OF AMERICA: CAYMAN fo

Pe i Ce)


AGREEMENT BETWEEN THE GOVERNMENT OF THE UNITED STATES OF
AMERICA AND THE GOVERNMENT OF THE CAYMAN ISLANDS FOR THE
EXCHANGE OF INFORMATION RELATING TO TAXES

The Government of the United States of America (the “United States”) and the
Government of the Cayman Islands (the “Cayman Islands’),

desiring to facilitate the exchange of information with respect to taxes,

noting that the Government of the United Kingdom of Great Britain and Northern
Ireland (the “United Kingdom”) provided a copy of a Letter of Entrustment, via
diplomatic note number 16/10/13 of October 20, 2013, to the United States in which
the United Kingdom has entrusted the Cayman Islands to negotiate and conclude a
tax information exchange agreement with the United States,

have agreed as follows:


3. If the request referred to in paragraph 2 of this Article is acceded to, the competent
authority of the Contracting Party conducting the examination shall, as soon as
possible, notify the competent authority of the other Party about the time and place of
the examination, the authority or official designated to carry out the examination and
the procedures and conditions required by the first-mentioned Party for the conduct of
the examination. All decisions with respect to the conduct of the tax examination shall
be made by the Party conducting the examination.

ARTICLE 9
Possibility of Declining a Request

1. The requested Party shall not be required to obtain or provide information that the
applicant Party would not be able to obtain under its own laws for purposes of the
administration or enforcement of its own tax laws. The competent authority of the
requested Party may decline to assist where the request is not made in conformity with
this Agreement. The competent authority of the requested Party may decline to assist
where the applicant Party has not pursued all means available in its own territory to
obtain the information, except those that would give rise to disproportionate difficulties.

2. The provisions of this Agreement shall not impose on a Contracting Party the
obligation to supply information that would disclose any trade, business, industrial,
commercial or professional secret or trade process. Notwithstanding the foregoing,
information of the type referred to in Article 5 (Exchange of Information upon Request),
paragraph 4 shall not be treated as such a secret or trade process merely because it
meets the criteria in that paragraph.

3. The provisions of this Agreement shall not impose on a Contracting Party the
obligation to obtain or provide information that would reveal confidential
communications between a client and an attorney, solicitor or other admitted legal
representative where such communications are:

(a) produced for the purposes of seeking or providing legal advice; or

(b) produced for the purposes of use in existing or contemplated legal
proceedings.

4. The requested Party may decline a request for information if the disclosure of the
information would be contrary to public policy (ordre public).

5. A request for information shall not be refused on the ground that the tax claim
giving rise to the request is disputed.

6. A request for information shall not be refused on the ground that the period of
limitations in the requested party has expired. Instead, the statute of limitations of the
applicant Party pertaining to the taxes to which the Agreement applies shall govern a
request for information.


ARTICLE 1

Object and Scope of this Agreement

The competent authorities of the Contracting Parties shall provide assistance to each
other through exchange of information that is foreseeably relevant to the
administration and enforcement of the domestic laws of the Contracting Parties
concerning taxes covered by this Agreement. Such information shall include
information that is foreseeably relevant to the determination, assessment and
collection of such taxes, the recovery and enforcement of tax claims, or the
investigation or prosecution of tax matters. Information shall be exchanged in
accordance with the provisions of this Agreement and shall be treated as confidential
in the manner provided in Article 10 (Confidentiality).

ARTICLE 2
Jurisdiction

A requested Party shall not be obligated to provide information that is neither held by
its authorities nor in the possession or control of persons who are within its territorial
jurisdiction. With respect to information held by its authorities or in the possession or
control of persons who are within its territorial jurisdiction, however, the requested
Party shall provide information in accordance with this Agreement regardless of the
residence or nationality of the person holding the information or to whom the
information relates.

ARTICLE 3
Taxes Covered

1. This Agreement shall apply to the following taxes imposed by the Contracting
Parties:

(a) _ in the case of the United States, all federal taxes; and

(b) __ in the case of the Cayman Islands, any tax imposed by the Cayman
Islands which is substantially similar to the taxes described in subparagraph (a)
of this paragraph.

2. This Agreement shall also apply to any identical taxes imposed after the date of
signature of this Agreement in addition to or in place of the existing taxes. This
Agreement shall also apply to any substantially similar taxes imposed after the date of
signature of the Agreement in addition to or in place of the existing taxes if the
competent authorities of the Contracting Parties so agree in writing. The competent
authorities of the Contracting Parties shall notify each other of any substantial changes
to the taxation and related information gathering measures covered by this Agreement.

ARTICLE 4
Definitions
1. For the purposes of this Agreement, unless otherwise defined:

(a) the term “Contracting Party” means the United States or the Cayman Islands
as the context requires;


(b) the term “competent authority” means:

(i) in the case of the United States, the Secretary of the Treasury or his
delegate, and

(ii) in the case of the Cayman Islands, the Tax Information Authority or its
delegate;

(c) the term “person” includes an individual, a company and any other body of
persons;

(d) the term “company” means any body corporate or any entity that is treated
as a body corporate for tax purposes;

(e) the term “publicly traded company” means any company whose principal
class of shares is listed on a recognized stock exchange if the purchase or sale
Of its listed shares is not implicitly or explicitly restricted to a limited group of
investors;

(f) the term “principal class of shares” means the class or classes of shares
representing a majority of the voting power and value of the company;

(g) the term “recognized stock exchange” means any stock exchange agreed
upon by the competent authorities of the Contracting Parties;

(h) the term “public collective investment fund or scheme” means any pooled
investment vehicle, irrespective of legal form, if the purchase, sale or
redemption of the units, shares or other interests in the investment vehicle is
not implicitly or explicitly restricted to a limited group of investors;

(i) the term “tax” means any tax to which this Agreement applies and does not
include customs duties;

(i) the term “applicant Party” means the Contracting Party requesting
information;

(k) the term “requested Party” means the Contracting Party requested to
provide information;

(I) the term “information gathering measures” means laws and administrative or
judicial procedures that enable a Contracting Party to obtain and provide the
requested information; and

(m) the term “information” means any fact, statement or record in any form
whatever.

2. For purposes of determining the geographic area within which jurisdiction to compel
production of information may be exercised:

(a) the term “United States” means the territory of the United States of America,
including American Samoa, Guam, the Northern Mariana Islands, Puerto Rico,
the U.S. Virgin Islands and any other U.S. possession or territory; and

(b) the term “Cayman Islands” means the Islands of Grand Cayman, Cayman
Brac and Little Cayman.