TMF Group: The Facts

V1. May 2016

Who are we?
TMF Group was founded in the Netherlands in 1988. Over the next 20 years it expanded rapidly across
the world culminating, in 2011, in its merger with Equity Trust, an established global leader in trust and
fiduciary services.

Since that time it has continued to grow through a strategy of M&A and organic growth. As a result, TMF
Group now operates from 122 offices in 84 jurisdictions and employs more than 6,400* qualified
accountants, lawyers, corporate secretaries, payroll and other professionals.

What makes us different?

KNOWLEDGE: Based in country, our independent experts understand the local market and all its
associated legal, financial and regulatory compliance requirements.

FLEXIBILITY: We can offer an individual and tailored service that is scalable in line with business needs
and is invoiced in whatever currency or location the client prefers.

CONTROL: Through our world-wide network of wholly-owned offices, we can offer global reporting and
one single point of contact to businesses operating across multiple regions.

SPEED: Our local presence allows businesses to take an agile approach and enter new markets more
quickly than their competition.

RANGE: We are the only global organisation to offer a complete suite of complementary business
services.
Our services
TMF Group is a leading global provider of high value business services to clients operating and investing
internationally. We focus on providing highly specialised and business-critical financial, legal and human
resource administrative services that enable our clients to compliantly operate their corporate structures,
finance vehicles and investment funds across different geographic locations. We operate from 122 offices
in 84 jurisdictions across the Americas, Asia Pacific, Europe, the Middle East and Africa.

Our main business growth driver is our high values business services. However, we also provide a range of
other financial and specialist services.
Global Business Services
Legal administrative services / Corporate Secretarial
 Incorporating (and liquidating) companies and branches in more than 80 countries – All aspects of legal
entity life cycle including set-up, compliance, data and record management, purpose review and
challenge and dissolution.
 Perform duties of local directors.
 Provide registered offices and mail handling – Provision of a registered office address, receive mail on
behalf of local client entity/branch.
 Act as registered/process agents – An established process agent administration service for clients who
have entered into legal agreements in a foreign jurisdictions and need to appoint a local process agent
to accept service of process. Our appointment as process agent covers service or documents
relating to contracts, transaction documents, ISDA agreements and structured finance documentation.
 Prepare draft minutes, decisions and resolutions taken by directors and shareholders on statutory
matters.
 Prepare the draft annual shareholder’s meeting documentation to approve annual accounts, re-appoint
auditors, etc.
 Prepare Memorandum and articles of association (or country equivalents).
 Co-ordinate approval of financial accounts by relevant directors/shareholders.
 File appropriate submissions and returns to in-country authorities.
 Notify local authorities of changes to company director or officers.
 Bank account set up assistance – Provide and complete (where required) documents to set up bank
account.
 Manage statutory registers and company books.
 Document share capital charges, share issues, debentures, mortgages and charges.
 Legal entity compliance health checks – Comparing database, public register and corporate records in a
health check document and preparing a discrepancy report, service that we currently call “Corporate
Health Check” and only checking the information from the public register, inserting it into a health
check document and attaching an Executive Summary per jurisdiction, service that we currently call
“Subsidiary Report”.
 International Entity Management – We cover the entire project set up and planning, Transition and
health check and Life cycle management with the below steps:
 Understand current state
 Agree future state
 Transition
 Health check
 Governance
 Compliance
Financial administrative services / Accounting and Tax
 Statutory bookkeeping:
 Maintaining your books and records in accordance with local rules and directives and in accordance
with group reporting policies
 Maintaining the general and subsidiary ledgers
 Processing sales and purchase ledger invoices (onto either our ledgers or the client’s)
 Making payments on behalf of clients
 Preparing management accounts (Profit and loss account, balance sheet and cash flow statements)
either on a monthly or quarterly basis using our source records or TB of client
 Preparation of other GAAP (e.g. IFRS/US) reports and relevant reconciliation/adjustment list
 Preparation of the Annual Financial Statements and audit schedules for local auditor’s review and
audit
 Annual filing with Statistic, Tax and Finance Bureau
 Preparing tax filings (VAT, CIT, Stamp tax, etc)
 Acting as contact point with tax authorities and liaising with the relevant tax bureau officer
 Acting as contact point with tax authorities and liaising with the relevant tax bureau officer VAT/GST
services:
 VAT and GST registration
 VAT and GST returns
 VAT recovery
 VAT compliance
 IPT services:
 We work with insurers, brokers and captives providing global risk cover to assist with settling local
taxes using our global network in more than 80 countries worldwide
 We help take care of the burden of time-consuming IPT liabilities, helping you to navigate the
complexities of differences across jurisdictions and ensure settlement is compliant
 We also provide assistance to underwriters, brokers and the insured who face tougher local tax
compliance requirements for IPT following the liberalisation of cross-border insurance
 IPT Quote, which is our own world-leading online insurance tax database and calculator, providing a
one-stop shop for all your insurance tax calculation needs
 International management reporting, tailored to your individual requirements, in dual currency format
and meeting the relevant local accounting standards (including IFRS/IAS, US GAAP, UK GAAP, and any
other GAAP).
 Consolidated reporting: monthly and quarterly assistance in preparing output accounting reports and
accounting reconciliation, including the reconciliation between statutory and (company or group)
management reports.
 Specific projects, such as re-organising accounting systems, bank payment administration, expense
reports processing, accounts receivable, assisting with the implementation of accounting software
packages, and establishing accounting control procedures.
Human resource administrative services / HR and Payroll
 Running payroll for small and medium sized populations:
 Payroll set-up and local legislative set-up
 Payroll administration (data maintenance, new hire and leavers processing, salary calculations,
payments processing)
 Local compliance (payroll regulatory filings, returns submission)
 Reports generation
 Year end processing & Offcycle payroll runs
 We can act as your local HR department, helping you to streamline operations and reduce cost. We can
handle on your behalf, or work with you on:
 Translating global HR policy to local processes
 Helping to keep those process compliant with local regulatory needs
 Visa, immigration and work permit applications and management
 Help with on-boarding new staff
 Re-location consulting
 HR advisory and support (query management, employee handbook)
 Audit assistance
Compliance and quality
TMF Group was rated as a ‘major contender’ globally and the strongest provider of payroll in Latin
America in the Everest 2015 Multi-Country Payroll PEAK Matrix.

 We hold SOC1-ISAE3402 type 2 for our HR and Payroll services in certain jurisdictions.
Trust and Corporate Services
(Also known as Capital Markets and SPV)

We provide governance and administrative services to various organisations with international corporate
structures through:

 Management/administration services, including company formation/liquidation, provision of corporate

or personal directors, opening and operating of bank accounts, payment of invoices, handling of
correspondence, and other administrative duties.
 Domiciliation services, including provision of registered address, temporary or permanent leasing of
offices or provision of furnished office space and other support services.
 Directorship services, provision of corporate or personal directors, whether referred to locally as a
supervisory board member, resident or non-executive director, but also includes acting as a trustee,
liquidator, or a tax and/or legal representative.
 Accounting services, including bookkeeping and reporting, preparation of group consolidated accounts
and financial statements under IFRS, US GAAP or other local GAAP, and statutory audit support.
 Corporate secretarial services, including company formation and compliance, provision of a company
secretary, board support services, administration of trusts/foundations.
 Tax compliance services, including CIT and VAT registration and filing services, in conjunction with the
company’s tax advisors.
 Payroll and HR services, including assistance with hiring staff.

Alternative investments
Every company, fund or Special Purpose Vehicle (SPV) is obliged to maintain a registered office where official
documents can be served. There’s also a requirement for one or more directors to assume responsibility for
the company’s management. Our domiciliary and management services make sure that all local
requirements are met and that rules and regulations are complied with.

Private Equity Services (PE)

TMF Group works with leading private equity (PE) and venture capital firms to enhance their global
operations, administer PE funds, international investment structures and support portfolio companies
expanding and operating abroad.

We assist with the set-up and administration of investment structures, provide legal entity, as well as PE
fund and accounting administration services for cross-border investment structures. This improves
governance and control for greater transparency.
A full list of our PE administration services include:

 Assistance with fund and SPV incorporation  Fund and SPV accounting including the
 Fund administration (NAV calculation, transfer preparation of interim financial reporting and
agency) financial statements under local GAAP/ IFRS
 Depositary services  Preparation of consolidated financial statements
 Tax compliance services under local GAAP/IFRS
 Investors compliance services  Reporting to investors and trustees
 Regulatory reports  Corporate administration services including cash
 Domiciliation services payments
 Set up infrastructures for SPVs (provision of  Corporate secretarial services
offices, part-time employees)  Trustee services
 Provision of qualified independent directors  Liquidation services
 Process agent services

Our services for portfolio companies assist with international expansion to improve overseas operations
and governance. Where the investment mandate calls for quick international expansion in multiple
countries, we provide a streamlined globalisation service ensuring that an acquisition in a new country is
integrated into existing operations. We can resolve operational difficulties in overseas markets, and
implement global corporate governance and controls in preparation for an exit.

Real Estate Investment Services (RE)

Our Real Estate Investment Services include Financial and Fund Administration services, Domiciliary and
Management services and Corporate Secretarial services. We provide assistance whether the property is
held by a traditional real estate property company, fund or Special Purpose Vehicle (SPV). Over the years
we have gained significant experience and expertise in offering a comprehensive range of services to real
estate investment companies and related parties in multiple jurisdictions including holding and finance
companies, funds, CMBS and RMBS transactions.

A full list of our RE administration services include:

 Assistance with fund and SPV/property company  Fund and SPV/property company accounting
incorporation including the preparation of interim financial
 Fund administration (NAV calculation, transfer reporting and financial statements under local
agency) GAAP/ IFRS
 Depositary services  Preparation of consolidated financial statements
 Tax compliance services under local GAAP/IFRS
 Investors compliance services  Reporting to investors, trustees
 Regulatory reports  Corporate administration services including cash
 Domiciliation services payments
 Set up infrastructures for SPVs (provision of  Corporate secretarial services
offices, part time employee)  Trustee services
 Provision of qualified independent directors  Liquidation services
 Process agent services
Structured Finance Services (SFS)
TMF Group is one of the largest independent administrators of structured finance entities in the world,
with dedicated teams located in all key onshore and offshore locations. We are experts in structured
finance and passionate about providing high quality services to more than 2,400 Special Purpose Vehicles
(SPVs) around the globe, including approximately 220 CLO/CDO structures - one of the largest global
portfolios of this kind.

Working extensively with the originators of securitized assets, financial institutions, investment managers,
arrangers, trustees, investors, collateral managers, aircraft lessors, direct lenders and regulators, we offer a
comprehensive suite of services to meet the specific requirements of each transaction.

The services provided fall under two broad categories:

 SPV Corporate Services

 Entity formation, management, administration etc.
 Transaction management
 Director services
 SPV ownership
 Accounting, tax and compliance
 Consolidation and interim reporting
 Administrative Services
 Cash management
 Process agent services
 Data agent services
 Shadow servicing & Back up administrator services
 Valuation services
 Independent Review Party services
 Standard and client/transaction specific reporting to investors, trustees, rating agencies and
regulators
 EMIR Trade Repository services
 FATCA
 PFIC Statements (US Investors)
 Loan Agency services
 Trustee services
 Aviation finance services

Freeway
Freeway Entertainment Group is TMF’s royalty and rights management company which specializes in
collection account management, revenue sharing and distribution within the global audio-visual
entertainment industry.

Working across film and TV production, video games, software and online services, Freeway’s rights
management and distribution activities support entertainment companies with the worldwide exploitation
of their content.
Freeway’s collection account management, revenue sharing and escrow solutions are tailored to ensuring
transparent reporting of revenues, faster turnaround times for the release of royalties by distributors and
timely payment of revenues.

Global Governance Services

Directorship Services
The term Directorship Services refers to a broad range of managerial roles assumed by TMF Group on
behalf of client entities. We can provide personal and corporate directors - sometimes referred to locally as
managing director, supervisory board member, resident or non-executive director - but this also includes
acting as a trustee, liquidator (see liquidation policy), or a tax and/or legal representative in case these
roles entail fiduciary responsibilities to the client entity.

As Directorship Services is unique selling point, these services can only be provided in conjunction with
corporate legal compliance and/or accounting services. In general, we only accept directorship
appointments to ‘non-trading’ (such as securitisation entities, aircraft leasing structures, private equity and
real estate asset holding companies, holding and financing structures created by multinational entities,
trusts, and various other SPVs) and limited operational companies (like sales offices, property companies or
resident directors for newly incorporated entities).

Global Information Reporting

In addition to our traditional services the increased public focus on trust and fiduciary services has provided
us with the opportunity to review and adapt these services to bring them into line with the widely accepted
highest standards.

 Investor Compliance Services – We have been able to transform our internal “Know Your Client” (KYC)
activities into a service offered as a complete sourcing solution to clients. The service consists of an
exhaustive client/investor due diligence and screening program, including stringent checks on: the
identification of the beneficial owner (UBO), identification of public exposed persons (PEP), screening
against sanction lists, substance requirements, the origin of funds and business and reputational
insights and includes the administrative process around AML and KYC compliance.
 BEPS Knowledge Centre - Since the OECD’S 2013 launch of the review of the international tax system,
we have been closely following developments and adapting our operations in line with individual
countries’ moves to address the 15 key areas of the BEPS action plan. In doing so, it ensures both we
and our clients operate in full compliance. We’re currently developing three offerings for our clients:
 BEPS Quick Scan: Providing an assessment on the impact of BEPS related domestic fiscal measures
on specific businesses and supply chains in the Netherlands and Luxembourg
 Country-By-Country Reporting: Annual reporting in xml-file for Ultimate Parent Entity or Surrogate
Parent Entity
 Master File / Local File Service - Compliance services in xml-file for the tax liable entity of a
multinational enterprise
 FATCA & CRS – The introduction of the Foreign Account Tax Compliance Act (FATCA), and the Common
Reporting Standards (CRS), has meant that client entities may have classification and reporting
obligations under FATCA and CRS. As trustees and directors of these client entities, we will do our
utmost to facilitate that these entities comply with all the applicable legislations and regulations to
ensure that the client entities are FATCA and CRS compliant and as such, we provide support and
services in complying with the relevant legislations and regulations.

International Incorporation
Our International Incorporations (II) arm. II is where we set up corporate entities on behalf of professionally
qualified intermediaries, with solutions including all aspects of on-shore, mid-shore and off-shore companies
for inbound and outbound international business, as well as registered office and registered agent services
and any related post-incorporation undertakings.

Family and Business Wealth Solutions

Private Client and Investor Services
Our private client teams create and administer solutions that will provide for extended families; manage
multiple complex cross-border assets; navigate tax and regulatory issues compliantly; provide for estate
and business succession planning; and facilitate effective investments now and for the future.

International Pensions
We are the leading independent offshore pension provider for the international expatriate and corporate
community, delivering innovative, bespoke international pension solutions to provide employers, high net
worth clients and professional advisors with options to maximise pension scheme value and return. Our
pension schemes include:

 International Pension Plans (IPPs) are simple, flexible retirement schemes for International employers,
globally migrating executives. Options of Self Invested International Pensions allow worldwide assets
and income to be consolidated into a single tax efficient structure or alternatively the Labuan
International Pension Scheme allows worldwide assets and income to be consolidated into a single tax
efficient structure.
 Qualifying Recognised Overseas Pension Schemes (QROPS) pension solutions enable people who are
seeking to leave or who have already left the United Kingdom, to transfer their UK pensions abroad to
HMRC pre-registered schemes.
 Qualifying non-UK Pension Schemes (QNUPS) is an offshore unapproved pension, which allows
individuals to make post-tax contributions to a pension, whereby providing themselves with a fund
which will grow free of income and capital gains, and provide valuable additional pension benefits, as
well as protection from inheritance tax.
 IORPS (Institutions for Occupational Retirement Provision) - pan European employer funded pension
plans run from a single jurisdiction.
Our brand and values
Our brand values underpin everything that we do: who we are, how we behave and how we relate to the
outside world. They are what we hold most important and encapsulate the key features of our business.

What we value as a business: Our brand promise:

RESPECT: “We can be trusted”

We act with integrity, take ownership and The entire TMF Group (all its staff, entities, and
full accountability. We work to the highest client entities), operates to the highest ethical
professional standards. and professional standards.

OPPORTUNITY: “We do things differently”

We embrace feedback and look for We are a forward-looking business that
opportunities to improve and do things innovates and embraces new ways of working
differently. We are creative and open to both for us and our clients.
new ideas from everywhere and everyone.

EXCELLENCE: “We deliver results”

We strive to deliver excellence in all that Meeting and exceeding clients’ expectations is
we do. We are successful and results- at the core of our business and we constantly
driven; what we do, we do well. strive to develop and deliver services that the
market needs and wants.

SUSTAINABILITY: “We make a positive impact”

We work to build long-term profitable We promote greater social and environmental
relationships. We care about and support responsibility within our offices and encourage
the communities in which we live and the adoption of environmentally friendly
work. technologies.

PASSION: “We care about and develop our

We have energy and ambition. people”
We care about our staff and clients and We are committed to developing
are united in our desire to succeed. and supporting our people,
We are one TMF Group. and recognising and rewarding them
appropriately for the work that they do.