IA Capital Structures (Ireland) plc (the “Issuer”)
is a special purpose company incorporated in March 2012.

The Issuer was established for the purpose of issuing multiple Series of secured Notes under the IACAPITAL Program. The Notes will be limited recourse obligations of the Issuer secured on the Charged Assets.

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Key Services Providers

Programme Coordinator

FlexFunds ETP, LLC

Calculation Agent

FlexFunds ETP, LLC

Placing Agent

GWM LTD

Issuer Legal Counsel

Mason Hayes & Curan

Issue and Paying Agent

The Bank of New York Mellon, London Branch

Trustee

Intertrust Trustees Limited

Custody and Security Account Provider

• Interactive Brokers, LLC
• The Bank of New York Mellon, London Branch

Trading Process

The value of an investment in the Notes may go down as well as up and past performance is not a reliable indicator of future performance. Trading in the Notes may not be suitable for all types of investors as they carry a high degree of risk. You may lose all of your initial investment. Only speculate with money you can afford to lose. Changes in exchange rates may also cause your investment to go up or down in value. Tax laws may be subject to change. Please ensure that you fully understand the risks involved. If in any doubt, please seek independent financial advice. Investors should refer to the section entitled “Risk Factors” in the relevant Series Memorandum for further details of these and other risks associated with an investment in the securities offered by the Issuer.

Languages

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Terms & Conditions

This website is provided for your general information only and does not constitute investment advice or an offer to sell or the solicitation of an offer to buy any investment. Nothing on this website is advice on the merits of any product or investment, nothing constitutes investment, legal, tax or any other advice nor is it to be relied on in making an investment decision. Prospective investors should obtain independent investment advice and inform themselves as to applicable legal requirements, exchange control regulations and taxes in their jurisdiction. There may be laws in your country of nationality or residence, or in the country from which you access this website which restrict the extent to which the website may be made available to you.

PERSONS ACCESSING THIS WEBSITE IN IRELAND

Access to this site is restricted to Non-U.S. Persons outside the United States within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Each person accessing this site, by so doing,

The Notes may not be offered, sold, placed or underwritten in Ireland otherwise than in conformity with the provisions of:

(i) the Irish Prospectus (Directive 2003/71/EC) Regulations 2005 and any rules issued by the Central Bank of Ireland under Section 51 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 of Ireland (as amended) (the “2005 Act”);

(ii) the Irish Companies Acts 1963 to 2009;

(iii) the European Communities (Markets in Financial Instruments) Regulations 2007 (as amended) of Ireland and it will conduct itself in accordance with any rules or codes of conduct and any conditions or requirements, or any other enactment, imposed or approved by the Central Bank of Ireland; and

(iv) the Irish Market Abuse (Directive 2003/6/EC) Regulations 2005 and any rules issued by the Central Bank of Ireland under Section 34 of 2005 Act, and will assist the Issuer in complying with its obligations thereunder.

PERSONS ACCESSING THIS WEBSITE IN IRELAND

Access to this site is restricted to Non-U.S. Persons outside the United States within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Each person accessing this site, by so doing, acknowledges that: (1) it is not a U.S. person (within the meaning of Regulation S under the Securities Act) and is located outside the U.S. (within the meaning of Regulation S under the Securities Act); and (2) any securities described herein (A) have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction and (B) may not be offered, sold, pledged or otherwise transferred except to persons outside the U.S. in accordance with Regulation S under the Securities Act pursuant to the terms of such securities. None of the funds on this website are registered under the United States Investment Advisers Act of 1940, as amended (the “Advisers Act”).

“U.S person” means a “US person”, as the term is defined in Regulation S under the Securities Act of 1933 or the Investment Company Act of 1940 or the Internal Revenue Code (as each may be amended from time to time) and more particularly are references to: (i) any natural person that resides in the U.S or is a U.S citizen; (ii) any entity organised or incorporated under the laws of the U.S; (iii) any entity organised or incorporated outside the U.S the beneficial owners of which include U.S persons; (iv) any estate of which any executor or administrator is a US person ; (v) any trust of which any trustee is a U.S person; or (vi) any agency or branch of a foreign entity located in the U.S. For the purposes hereof, the term “U.S person” shall not include any discretionary or non-discretionary account (other than an estate or trust) held for the benefit or account of a non-U.S person by a dealer or other professional fiduciary organised or incorporated in the US. The term “U.S person” includes entities that are subject to the U.S Employee Retirement Income Securities Act of 1974, as amended, or other tax-exempt investors or entities in which substantially all of the ownership is held by U.S tax-exempt investors.

Languages

Lorem ipsum dolor sit amet, consectetur adipiscing elit. Ut elit tellus, luctus nec ullamcorper mattis, pulvinar dapibus leo.

Terms & Conditions

This website is provided for your general information only and does not constitute investment advice or an offer to sell or the solicitation of an offer to buy any investment. Nothing on this website is advice on the merits of any product or investment, nothing constitutes investment, legal, tax or any other advice nor is it to be relied on in making an investment decision. Prospective investors should obtain independent investment advice and inform themselves as to applicable legal requirements, exchange control regulations and taxes in their jurisdiction. There may be laws in your country of nationality or residence, or in the country from which you access this website which restrict the extent to which the website may be made available to you.

PERSONS ACCESSING THIS WEBSITE IN IRELAND

Access to this site is restricted to Non-U.S. Persons outside the United States within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Each person accessing this site, by so doing,

The Notes may not be offered, sold, placed or underwritten in Ireland otherwise than in conformity with the provisions of:

(i) the Irish Prospectus (Directive 2003/71/EC) Regulations 2005 and any rules issued by the Central Bank of Ireland under Section 51 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 of Ireland (as amended) (the “2005 Act”);

(ii) the Irish Companies Acts 1963 to 2009;

(iii) the European Communities (Markets in Financial Instruments) Regulations 2007 (as amended) of Ireland and it will conduct itself in accordance with any rules or codes of conduct and any conditions or requirements, or any other enactment, imposed or approved by the Central Bank of Ireland; and

(iv) the Irish Market Abuse (Directive 2003/6/EC) Regulations 2005 and any rules issued by the Central Bank of Ireland under Section 34 of 2005 Act, and will assist the Issuer in complying with its obligations thereunder.

PERSONS ACCESSING THIS WEBSITE IN IRELAND

Access to this site is restricted to Non-U.S. Persons outside the United States within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Each person accessing this site, by so doing, acknowledges that: (1) it is not a U.S. person (within the meaning of Regulation S under the Securities Act) and is located outside the U.S. (within the meaning of Regulation S under the Securities Act); and (2) any securities described herein (A) have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction and (B) may not be offered, sold, pledged or otherwise transferred except to persons outside the U.S. in accordance with Regulation S under the Securities Act pursuant to the terms of such securities. None of the funds on this website are registered under the United States Investment Advisers Act of 1940, as amended (the “Advisers Act”).

“U.S person” means a “US person”, as the term is defined in Regulation S under the Securities Act of 1933 or the Investment Company Act of 1940 or the Internal Revenue Code (as each may be amended from time to time) and more particularly are references to: (i) any natural person that resides in the U.S or is a U.S citizen; (ii) any entity organised or incorporated under the laws of the U.S; (iii) any entity organised or incorporated outside the U.S the beneficial owners of which include U.S persons; (iv) any estate of which any executor or administrator is a US person ; (v) any trust of which any trustee is a U.S person; or (vi) any agency or branch of a foreign entity located in the U.S. For the purposes hereof, the term “U.S person” shall not include any discretionary or non-discretionary account (other than an estate or trust) held for the benefit or account of a non-U.S person by a dealer or other professional fiduciary organised or incorporated in the US. The term “U.S person” includes entities that are subject to the U.S Employee Retirement Income Securities Act of 1974, as amended, or other tax-exempt investors or entities in which substantially all of the ownership is held by U.S tax-exempt investors.

Languages

Lorem ipsum dolor sit amet, consectetur adipiscing elit. Ut elit tellus, luctus nec ullamcorper mattis, pulvinar dapibus leo.

Terms & Conditions

This website is provided for your general information only and does not constitute investment advice or an offer to sell or the solicitation of an offer to buy any investment. Nothing on this website is advice on the merits of any product or investment, nothing constitutes investment, legal, tax or any other advice nor is it to be relied on in making an investment decision. Prospective investors should obtain independent investment advice and inform themselves as to applicable legal requirements, exchange control regulations and taxes in their jurisdiction. There may be laws in your country of nationality or residence, or in the country from which you access this website which restrict the extent to which the website may be made available to you.

PERSONS ACCESSING THIS WEBSITE IN IRELAND

Access to this site is restricted to Non-U.S. Persons outside the United States within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Each person accessing this site, by so doing,

The Notes may not be offered, sold, placed or underwritten in Ireland otherwise than in conformity with the provisions of:

(i) the Irish Prospectus (Directive 2003/71/EC) Regulations 2005 and any rules issued by the Central Bank of Ireland under Section 51 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 of Ireland (as amended) (the “2005 Act”);

(ii) the Irish Companies Acts 1963 to 2009;

(iii) the European Communities (Markets in Financial Instruments) Regulations 2007 (as amended) of Ireland and it will conduct itself in accordance with any rules or codes of conduct and any conditions or requirements, or any other enactment, imposed or approved by the Central Bank of Ireland; and

(iv) the Irish Market Abuse (Directive 2003/6/EC) Regulations 2005 and any rules issued by the Central Bank of Ireland under Section 34 of 2005 Act, and will assist the Issuer in complying with its obligations thereunder.

PERSONS ACCESSING THIS WEBSITE IN IRELAND

Access to this site is restricted to Non-U.S. Persons outside the United States within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Each person accessing this site, by so doing, acknowledges that: (1) it is not a U.S. person (within the meaning of Regulation S under the Securities Act) and is located outside the U.S. (within the meaning of Regulation S under the Securities Act); and (2) any securities described herein (A) have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction and (B) may not be offered, sold, pledged or otherwise transferred except to persons outside the U.S. in accordance with Regulation S under the Securities Act pursuant to the terms of such securities. None of the funds on this website are registered under the United States Investment Advisers Act of 1940, as amended (the “Advisers Act”).

“U.S person” means a “US person”, as the term is defined in Regulation S under the Securities Act of 1933 or the Investment Company Act of 1940 or the Internal Revenue Code (as each may be amended from time to time) and more particularly are references to: (i) any natural person that resides in the U.S or is a U.S citizen; (ii) any entity organised or incorporated under the laws of the U.S; (iii) any entity organised or incorporated outside the U.S the beneficial owners of which include U.S persons; (iv) any estate of which any executor or administrator is a US person ; (v) any trust of which any trustee is a U.S person; or (vi) any agency or branch of a foreign entity located in the U.S. For the purposes hereof, the term “U.S person” shall not include any discretionary or non-discretionary account (other than an estate or trust) held for the benefit or account of a non-U.S person by a dealer or other professional fiduciary organised or incorporated in the US. The term “U.S person” includes entities that are subject to the U.S Employee Retirement Income Securities Act of 1974, as amended, or other tax-exempt investors or entities in which substantially all of the ownership is held by U.S tax-exempt investors.

IACAPITAL

Terms of Use

Introduction

These Terms and Conditions govern your use of [Issuer Website] (the ‘Website’). Please read these Terms and Conditions carefully before using the Website operated by IA Capital Structures plc By using the Website, you indicate that you accept these terms of use and that you agree to abide by them. If you do not agree to these terms of use, please refrain from using the site.

Accessing our Website

Access to the Website is permitted on a temporary basis, and IA Capital Structures plc reserves the right to withdraw or amend the service it provides on the site without notice (see below). IA Capital Structures plc will not be liable if for any reason the Website is unavailable at any time or for any period. From time to time, IA Capital Structures plc may restrict access to some parts of the Website, or the entire Website.

Content

The information published on the Website is provided for the convenience of its visitors and you are advised that, although care has been taken to ensure technical and factual accuracy, some errors may occur. No guarantee is given of the accuracy or completeness of information on these pages.

Limitation of Liability

The material displayed on the Website is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, IA Capital Structures plc and third parties connected to it hereby expressly exclude:

All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity
Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our Website or in connection with the use, inability to use, or results of the use of our Website, any websites linked to it and any materials posted on it, including, without limitation any liability for:
Loss of income or revenue
Loss of business o loss of profits or contracts
loss of anticipated savings
loss of data
loss of goodwill
wasted management or office time, and for any other loss or damage of any kind,
however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable. This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.

Information about you and your visits to our Website

IA Capital Structures plc process information about you in accordance with its Privacy Policy. By using the Website, you consent to such processing and you warrant that all data provided by you is accurate.

Viruses

You must not misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. IA Capital Structures plc will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing your identity to them.

In the event of such a breach, your right to use the Website will cease immediately. IA Capital Structures plc will use reasonable endeavours to prevent contamination by known viruses and to maintain the security of the Website but IA Capital Structures plc does not warrant the information on the Website in any way and in particular no warranty is given that the Website or its contents or hypertext links to other sites are accurate, complete, virus free or uncontaminated, nor can we guarantee that the Website may not be affected by deliberate damage by hackers, failure of plant, machinery, equipment or computers, power failure, failure of telecommunications lines or any criminal action. You are advised to make your own virus checks and to implement your own precautions in this respect. IA Capital Structures plc exclude all liability for contamination or damage caused by any virus or electronic transmission.

Hyperlinks

The incorporation of any links to other websites is for your convenience and reference only and does not imply that IA Capital Structures plc approves or endorses the contents of that website or the material available from it and IA Capital Structures plc do not control and is not responsible for the content of any such websites in terms of their accuracy, suitability, legality or otherwise and accept no responsibility for them or for any loss or damage that may arise from your use of them.

Intellectual Property Rights

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. You must not use any part of the materials on our Website for commercial purposes.

IF YOU PRINT OFF, COPY OR DOWNLOAD ANY PART OF THE WEBSITE IN BREACH OF THESE TERMS OF USE, YOUR RIGHT TO USE THE WEBSITE WILL CEASE IMMEDIATELY AND YOU MUST, AT OUR OPTION, RETURN OR DESTROY ANY COPIES OF THE MATERIALS YOU HAVE MADE.