S.I. No. 33/2013 - Agreement to Improve Tax Compliance and Provide for Reporting and Exchange of Information concerning Tax Matters (United States of America) Order 2013.

1. The National Treasury Management Agency,

2. The National Pensions Reserve Fund and the National Pensions Reserve Fund Commission, and

3. The National Asset Management Agency

B.

Central Bank

The Central Bank and Financial Services Authority of Ireland as established under The Central Bank and Financial Authority of Ireland Acts 2003 and 2004 together with the

Central Bank Reform Act 2010

and the

Central Bank Act 1942

.

C.

International Organisations

The office in Ireland of any institution of the European Union, of the European Investment Bank, the European Bank for Reconstruction and Development, or of any organisation to which the Diplomatic Relations and Immunities Acts 1967-2006 apply.

D.

Retirement Funds

A pension trust and any other organisation, as referred to in Article 4(1)(c) (Residence) of the Convention, established in Ireland and maintained exclusively to administer or provide retirement or employee benefits.

II.

Deemed-Compliant Financial Institutions

The following categories of institutions are

Non-Reporting Irish Financial Institutions

that are treated as

deemed-compliant FFIs

for purposes of section 1471 of the U.S. Internal Revenue Code

A.

Non-Profit Organisations

• Charitable organisations that qualify for exemption from tax in accordance with section 848A and Schedule 26A of the

Taxes Consolidation Act 1997

.

• A body established for the promotion of athletic or amateur games or sports that has been granted exemption from tax in accordance with

section 235

of the

Taxes Consolidation Act 1997

by the Revenue Commissioners.

B.

Financial Institutions with a Local Client Base

An Irish Financial Institution that meets all of the following requirements

(a) The Financial Institution must be licensed and regulated under the laws of Ireland;

(b) The Financial Institution must have no fixed place of business outside of Ireland;

(c) The Financial Institution must not solicit account holders outside of Ireland. For this purpose, a Financial Institution shall not be considered to have solicited account holders outside of Ireland merely because it operates a website, provided that the website does not specifically indicate that the Financial Institution provides accounts or services to non-residents, or otherwise target or solicit U.S. customers;

(d) The Financial Institution must be required under the tax laws of Ireland to perform either information reporting or withholding of tax with respect to accounts held by residents of Ireland;

(e) At least 98 per cent of the accounts by value provided by the Financial Institution must be held by residents (including residents that are entities) of Ireland or another Member State of the European Union;

(f) Subject to subparagraph (g) below, beginning on January 1, 2014, the Financial Institution does not open accounts for (i) any Specified U.S. Person who is not a resident of Ireland (including a U.S. Person that was a resident of Ireland when the account was opened but subsequently ceases to be a resident of Ireland), (ii) a Nonparticipating Financial Institution, or (iii) any Passive NFFE with Controlling Persons who are U.S. citizens or residents;

(g) On or before January 1, 2014, the Financial Institution must implement policies and procedures to monitor whether it provides any account held by a person described in subparagraph (f), and if such an account is discovered, the Financial Institution must report such account as though the Financial Institution were a Reporting Irish Financial Institution or close such account;

(h) With respect to each account that is held by an individual who is not a resident of Ireland or by an entity, and that is opened prior to the date that the Financial Institution implements the policies and procedures described in subparagraph (g) above, the Financial Institution must review those accounts in accordance with the procedures described in Annex I applicable to Preexisting Accounts to identify any U.S. Reportable Account or account held by a Nonparticipating Financial Institution, and must close any such accounts that were identified, or report on such accounts as though the Financial Institution were a Reporting Irish Financial Institution;

(i) Each Related Entity of the Financial Institution must be incorporated or organised in Ireland and must meet the requirements set forth in this paragraph; and

(j) The Financial Institution must not have policies or practices that discriminate against opening or maintaining accounts for individuals who are Specified U.S. Persons and who are residents of Ireland.

C.

Certain Collective Investment Vehicles

In the case of an Investment Entity that is a collective investment vehicle regulated under the laws of Ireland

a) if all of the interests in the collective investment vehicle (including debt interests in excess of $50,000) are held by or through one or more Financial Institutions that are not Nonparticipating Financial Institutions, such collective investment vehicle will be treated as a deemed-compliant FFI for purposes of section 1471 of the U.S. Internal Revenue Code, and the reporting obligations of any Investment Entity (other than a Financial Institution through which interests in the collective investment vehicle are held) will be deemed fulfilled with respect to interests in the collective investment vehicle; or

b) if the collective investment vehicle is not described in paragraph a), consistent with paragraph 3 of Article 5 of the Agreement, and if the information required to be reported by the collective investment vehicle under the Agreement with respect to interests in the collective investment vehicle is reported by the collective investment vehicle or another Investment Entity, the reporting obligations of all other Investment Entities which have an obligation to report with respect to the interests in the collective investment vehicle will be deemed fulfilled with respect to such interests.

III.

Exempt Products

The following categories of accounts and products established in Ireland and maintained by an Irish Financial Institution shall not be treated as Financial Accounts, and therefore shall not be U.S. Reportable Accounts or accounts held by a Nonparticipating Financial Institution, under the Agreement

A.

Certain Retirement Accounts or Products

• A Retirement Benefit Scheme, within the meaning of

section 771

of the

Taxes Consolidation Act 1997

, approved by the Revenue Commissioners for the purposes of Chapter 1 of Part 30 of that Act.

• An annuity contract or a trust scheme or part of a trust scheme approved by the Revenue Commissioners under Chapter 2 of Part 30 of the

Taxes Consolidation Act 1997

.

• A PRSA contract in respect of a PRSA product, approved by the Revenue Commissioners under Chapter 2A of Part 30 of the

Taxes Consolidation Act 1997

.

• An Approved Retirement Fund or an Approved Minimum Retirement Fund provided for under a Retirement Benefit Scheme, an annuity contract or a PRSA as approved under Chapters 1, 2 or 2A of Part 30 of the

Taxes Consolidation Act 1997

.

• Those Irish approved pension schemes or contracts under Part 30 of the

Taxes Consolidation Act 1997

or Approved Retirement Funds or Approved Minimum retirement Funds that are excluded from the definition of Financial Account pursuant to Article 1(s)(3).

• An account or product excluded from the definition of Financial Account under an agreement between the United States and another Partner Jurisdiction to facilitate the implementation of FATCA, provided that such account or product is subject to the same requirements and oversight under the laws of such other Partner Jurisdiction as if such account or product were established in that Partner Jurisdiction and maintained by a Partner Jurisdiction Financial Institution in that Partner Jurisdiction.

B.

Certain Other Tax-Favoured Accounts or Products

•

Save As You Earn Share Option Schemes

— approved by the Revenue Commissioners under Chapter 3, Part 17 and Schedule 12A

Taxes Consolidation Act 1997

.

•

Profit Sharing Schemes

— approved by the Revenue Commissioners under Chapter 1, Part 17 and Schedule 11

Taxes Consolidation Act 1997

.

•

Employee Share Ownership Trusts

— approved by the Revenue Commissioners under Chapter 2, Part 17 and Schedule 12

Taxes Consolidation Act 1997

.

GIVEN under the Official Seal of the Government,

5 February 2013.

ENDA KENNY,

Taoiseach.

4. With respect to an account maintained in a jurisdiction with anti-money laundering rules that have been approved by the IRS in connection with a QI agreement (as described in relevant U.S. Treasury Regulations), any of the documents other than a Form W-8 or W-9 referenced in the jurisdiction’s attachment to the QI agreement for identifying individuals or entities.

5. Any financial statement, third-party credit report, bankruptcy filing, or U.S. Securities and Exchange Commission report.

ANNEX II

NON-REPORTING FINANCIAL INSTITUTIONS AND PRODUCTS

General

This Annex II may be updated by a mutual agreement entered into between the Competent Authorities of Ireland and the United States

(1) to include additional entities, accounts, and products that present a low risk of being used by U.S. Persons to evade U.S. tax and that have similar characteristics to the entities, accounts, and products identified in this Annex II as of the date of entry into force of the Agreement; or

(2) to remove entities, accounts, and products that, due to changes in circumstances, no longer present a low risk of being used by U.S. Persons to evade U.S. tax.

Procedures for reaching such a mutual agreement may be included in the mutual agreement described in paragraph 6 of Article 3 of the Agreement.

I.

Exempt Beneficial Owners.

The following categories of institutions are Non-Reporting Irish Financial Institutions that are treated as exempt beneficial owners for purposes of section 1471 of the U.S. Internal Revenue Code

A.

The Irish Government, any political subdivision of the Irish Government or any wholly owned agency or instrumentality of any one or more of the foregoing including

6. The Competent Authorities of Ireland and the United States shall enter into an agreement under the mutual agreement procedure provided for in Article 26 of the Convention, which shall

a) establish the procedures for the automatic exchange obligations described in Article 2;

b) prescribe rules and procedures as may be necessary to implement Article 5; and

c) establish as necessary procedures for the exchange of the information reported under subparagraph 1b) of Article 4.

7. All information exchanged shall be subject to the confidentiality and other protections provided for in the Convention, including the provisions limiting the use of the information exchanged.

Article 4

Application of FATCA to Irish Financial Institutions

1.

Treatment of Reporting Irish Financial Institutions

.

Each Reporting Irish Financial Institution shall be treated as complying with, and not subject to withholding under, section 1471 of the U.S. Internal Revenue Code if Ireland complies with its obligations under Articles 2 and 3 with respect to such Reporting Irish Financial Institution, and the Reporting Irish Financial Institution

a) identifies U.S. Reportable Accounts and reports annually to the Irish Competent Authority the information required to be reported in subparagraph 2a) of Article 2 in the time and manner described in Article 3;

b) for each of 2015 and 2016, reports annually to the Irish Competent Authority the name of each Nonparticipating Financial Institution to which it has made payments and the aggregate amount of such payments;

c) complies with the registration requirements applicable to Financial Institutions in Partner Jurisdictions;

d) to the extent that a Reporting Irish Financial Institution is (i) acting as a qualified intermediary (for purposes of section 1441 of the U.S. Internal Revenue Code) that has elected to assume primary withholding responsibility under chapter 3 of subtitle A of the U.S. Internal Revenue Code, (ii) a foreign partnership that has elected to act as a withholding foreign partnership (for purposes of both sections 1441 and 1471 of the U.S. Internal Revenue Code), or (iii) a foreign trust that has elected to act as a withholding foreign trust (for purposes of both sections 1441 and 1471 of the U.S. Internal Revenue Code), withholds 30 percent of any U.S. Source Withholdable Payment to any Nonparticipating Financial Institution; and

e) in the case of a Reporting Irish Financial Institution that is not described in subparagraph d) of this paragraph and that makes a payment of, or acts as an intermediary with respect to, a U.S. Source Withholdable Payment to any Nonparticipating Financial Institution, the Reporting Irish Financial Institution provides to any immediate payor of such U.S. Source Withholdable Payment the information required for withholding and reporting to occur with respect to such payment.

Notwithstanding the foregoing, a Reporting Irish Financial Institution with respect to which the conditions of this paragraph are not satisfied shall not be subject to withholding under section 1471 of the U.S. Internal Revenue Code unless such Reporting Irish Financial Institution is identified by the IRS as a Nonparticipating Financial Institution pursuant to subparagraph 2b) of Article 5.

2.

Suspension of Rules Relating to Recalcitrant Accounts.

The United States shall not require a Reporting Irish Financial Institution to withhold tax under section 1471 or 1472 of the U.S. Internal Revenue Code with respect to an account held by a recalcitrant account holder (as defined in section 1471(d)(6) of the U.S. Internal Revenue Code), or to close such account, if the U.S. Competent Authority receives the information set forth in subparagraph 2a) of Article 2, subject to the provisions of Article 3, with respect to such account.

3.

Specific Treatment of Retirement Plans.

The United States shall treat as a deemed-compliant FFI or exempt beneficial owner, as appropriate, for purposes of section 1471 of the U.S. Internal Revenue Code Irish retirement plans described and identified in Annex II. For this purpose, an Irish retirement plan includes an entity established or located in and regulated in Ireland, or a predetermined contractual or legal arrangement, operated to provide pension or retirement benefits or earn income for providing such benefits under the laws of Ireland and regulated with respect to contributions, distributions, reporting, sponsorship, and taxation.

4.

Identification and Treatment of Other Deemed-Compliant FFIs and Exempt Beneficial Owners.

The United States shall treat each Non-Reporting Irish Financial Institution as a deemed-compliant FFI or as an exempt beneficial owner, as appropriate, for purposes of section 1471 of the U.S. Internal Revenue Code.

5.

Special Rules Regarding Related Entities That Are Nonparticipating Financial Institutions.

If an Irish Financial Institution, that otherwise meets the requirements of paragraph 1 of this Article or is described in paragraph 3 or 4 of this Article, has a Related Entity or branch that operates in a jurisdiction that prevents such Related Entity or branch from fulfilling the requirements of a participating FFI or deemed-compliant FFI for purposes of section 1471 of the U.S. Internal Revenue Code, such Irish Financial Institution shall continue to be in compliance with the terms of this Agreement and shall continue to be treated as a deemed-compliant FFI or exempt beneficial owner for purposes of section 1471 of the U.S. Internal Revenue Code, provided that

a) the Irish Financial Institution treats each such Related Entity or branch as a separate Nonparticipating Financial Institution for purposes of all the reporting and withholding requirements of this Agreement and each such Related Entity or branch identifies itself to withholding agents as a Nonparticipating Financial Institution;

b) each such Related Entity or branch identifies its U.S. accounts and reports the information with respect to those accounts as required under section 1471 of the U.S. Internal Revenue Code to the extent permitted under the relevant laws pertaining to the Related Entity or branch; and

c) such Related Entity or branch does not specifically solicit U.S. accounts held by persons that are not resident in the jurisdiction where such Related Entity or branch is located or accounts held by Nonparticipating Financial Institutions that are not established in the jurisdiction where such branch or Related Entity is located, and such branch or Related Entity is not used by the Irish Financial Institution or any other Related Entity to circumvent the obligations under this Agreement or under section 1471 of the U.S. Internal Revenue Code, as appropriate.

Article 5

Collaboration on Compliance and Enforcement

1.

Minor and Administrative Errors.

Subject to any further terms set forth in a competent authority agreement executed pursuant to paragraph 6 of Article 3, a Competent Authority can make an inquiry directly to a Reporting Financial Institution in the other jurisdiction where it has reason to believe that administrative errors or other minor errors may have led to incorrect or incomplete information reporting or resulted in other infringements of this Agreement. The competent authority agreement may provide that a Competent Authority shall notify the Competent Authority of the other Party when the first-mentioned Competent Authority makes such an inquiry of a Reporting Financial Institution in the other jurisdiction regarding the Reporting Financial Institution’s compliance with the conditions set forth in this Agreement.

2.

Significant Non-compliance.

a) A Competent Authority shall notify the Competent Authority of the other Party when the first-mentioned Competent Authority has determined that there is significant non-compliance with the obligations under this Agreement with respect to a Reporting Financial Institution in the other jurisdiction. The Competent Authority of such other Party shall apply its domestic law (including applicable penalties) to address the significant non-compliance described in the notice.

b) If, in the case of a Reporting Irish Financial Institution, such enforcement actions do not resolve the non-compliance within a period of 18 months after notification of significant non-compliance is first provided, the United States shall treat the Reporting Irish Financial Institution as a Nonparticipating Financial Institution. The IRS shall make available a list of all Reporting Irish Financial Institutions and other Partner Jurisdiction Financial Institutions that are treated as Nonparticipating Financial Institutions pursuant to this paragraph.

3.

Reliance on Third Party Service Providers

. Each Party may allow Reporting Financial Institutions to use third party service providers to fulfill the obligations imposed on them by a Party, as contemplated in this Agreement, but these obligations shall remain the responsibility of the Reporting Financial Institutions.

4.

Prevention of Avoidance.

The Parties shall implement as necessary requirements to prevent Financial Institutions from adopting practices intended to circumvent the reporting required under this Agreement.

Article 6

Mutual Commitment to Continue to Enhance the Effectiveness of Information Exchange and Transparency

1.

Reciprocity.

The Government of the United States acknowledges the need to achieve equivalent levels of reciprocal automatic information exchange with Ireland. The Government of the United States is committed to further improve transparency and enhance the exchange relationship with Ireland by pursuing the adoption of regulations and advocating and supporting relevant legislation to achieve such equivalent levels of reciprocal automatic exchange.

2.

Treatment of Passthru Payments and Gross Proceeds.

The Parties are committed to work together, along with other partners, to develop a practical and effective alternative approach to achieve the policy objectives of foreign passthru payment and gross proceeds withholding that minimizes burden.

3.

Development of Common Reporting and Exchange Model.

The Parties are committed to working with other partners, the Organisation for Economic Co-operation and Development, and the European Union, on adapting the terms of this Agreement to a common model for automatic exchange of information, including the development of reporting and due diligence standards for financial institutions.

4.

Documentation of Accounts Maintained as of January 1, 2014.

With respect to Reportable Accounts that are Preexisting Accounts maintained by a Reporting Financial Institution

a) The United States commits to establish, by January 1, 2017, for reporting with respect to 2017 and subsequent years, rules requiring Reporting U.S. Financial Institutions to obtain and report the Irish TIN of each Account Holder of an Irish Reportable Account as required pursuant to subparagraph 2b)(1) of Article 2; and

b) Ireland commits to establish, by January 1, 2017, for reporting with respect to 2017 and subsequent years, rules requiring Reporting Irish Financial Institutions to obtain the U.S. TIN of each Specified U.S. Person as required pursuant to subparagraph 2a)(1) of Article 2.

Article 7

Consistency in the Application of FATCA to Partner Jurisdictions

Notice of the making of this Statutory Instrument was published in

“Iris Oifigiúil” of

12

th February

, 2013.

WHEREAS it is enacted by

section 826

(1B) (as substituted by

section 35

of the

Finance Act 2007

(No. 11 of 2007)) of the

Taxes Consolidation Act 1997

(No. 39 of 1997) that where the Government by order declare that arrangements specified in the order have been made with the government of any territory outside the State in relation to exchanging information for the purposes of the prevention and detection of tax evasion in the case of taxes of any kind or description imposed by the laws of the State or by the laws of that territory, and that it is expedient that those arrangements should have the force of law, and that the order so made is specified in Part 3 of Schedule 24A of the

Taxes Consolidation Act 1997

, then subject to section 826 of that Act, the arrangements shall, notwithstanding any enactment, have the force of law as if such order were an Act of the Oireachtas on and from the date of the insertion of a reference to the order into Part 3 of Schedule 24A;

AND WHEREAS it is further enacted by

section 826

(6) of the

Taxes Consolidation Act 1997

that where such an order is proposed to be made, a draft of the order shall be laid before Dáil Éireann and the order shall not be made until a resolution approving of the draft has been passed by Dáil Éireann;

AND WHEREAS a draft of the following Order has been laid before Dáil Éireann and a resolution approving of the draft has been passed by Dáil Éireann;

NOW, the Government, in exercise of the powers conferred on them by

section 826

(1B) (as substituted by

section 35

of the

Finance Act 2007

) of the

Taxes Consolidation Act 1997

, hereby order as follows