• Appraisal or valuation services, contribution-in-kind reports and fairness opinions (including purchase price allocations)
• Internal audit outsourcing services
• Financial information systems design and implementation (directly, or indirectly, operate or supervise the operations of Avaya’s information system or local area network)
• Bookkeeping or other services related to Avaya’s accounting records or financial statements (maintaining or preparing accounting records, preparing financial statements that are filed with the SEC or that form the basis of financial statements filed with the SEC, or preparing or originating source data underlying financial statements)
• Management functions (permanently or temporarily acting as a director, officer, or employee of Avaya, or performing any decision-making, supervisory, or ongoing monitoring functions for Avaya)
• Actuarial services
• Executive recruiting and human resource services (the Independent Auditor may, however, provide tax-related consulting and advisory services in connection with the structuring of compensation packages, to the extent not prohibited under the Exchange Act, the rules and regulations promulgated thereunder and the rules and regulations of the PCAOB)
• Broker-dealer, investment advisory or investment banking services (acting on behalf of Avaya as a broker-dealer, promoter, or underwriter; making investment decisions on Avaya’s behalf or having discretionary authority over Avaya’s investments; executing a transaction to buy or sell Avaya’s investments; or having custody of Avaya’s assets)
• Legal services and expert services unrelated to the audit;
• Personal tax services to persons in a “financial reporting oversight role” (as defined in PCAOB regulations) at Avaya;
• Any other service that the PCAOB or SEC determines, by regulation, is impermissible, including any service providing for the payment to the Independent Auditor of a contingent or value-based fee.

The parenthetical descriptions above are explanatory and are not intended to limit the prohibitions reflected in this policy.