Gresham Capital CLO IV B.V. - Irish Stock Exchange

This summary is based on interpretations of the Internal Revenue Code of 1986, as amended (the “Code”),
regulations issued thereunder, and rulings and decisions currently in effect (or in some cases proposed), all of
which are subject to change. Any such change may be applied retroactively and may adversely affect the
federal income tax consequences described herein. This summary addresses only holders that purchase Notes at
initial issuance and beneficially own such Notes as capital assets and not as part of a “straddle,” “hedge,”
“synthetic security” or a “conversion transaction” for federal income tax purposes, or as part of some other
integrated investment. This summary does not discuss all of the tax consequences that may be relevant to
particular investors or to investors subject to special treatment under the federal income tax laws (such as banks,
thrifts, or other financial institutions; insurance companies; securities dealers or brokers, or traders in securities
electing mark-to-market treatment; mutual funds or real estate investment trusts; small business investment
companies; S corporations; investors that hold their Notes through a partnership or other entity treated as a
partnership for U.S. federal income tax purposes; investors whose functional currency is not the U.S. dollar;
certain former citizens or residents of the United States; persons subject to the alternative minimum tax;
retirement plans or other tax-exempt entities, or persons holding the Notes in tax-deferred or tax-advantaged
accounts; or “controlled foreign corporations” or a “passive foreign investment companies” for U.S. federal
income tax purposes). This summary also does not address the tax consequences to shareholders, or other
equity holders in, or beneficiaries of, a holder, or any state, local or foreign tax consequences of the purchase,
ownership or disposition of the Notes.
The following summary was not intended or written to be used, and cannot be used, for the purpose of
avoiding U.S. federal, state, or local tax penalties. The following summary was written in connection with the
promotion or marketing by the Issuer and/or the Initial Purchaser of the Notes.
PROSPECTIVE PURCHASERS OF NOTES SHOULD CONSULT THEIR TAX ADVISORS AS TO
THE FEDERAL, STATE AND LOCAL TAX CONSEQUENCES TO THEM OF THE PURCHASE,
OWNERSHIP AND DISPOSITION OF NOTES, AS WELL AS ANY CONSEQUENCES ARISING UNDER
THE LAWS OF ANY OTHER TAXING JURISDICTION TO WHICH THEY MAY BE SUBJECT.
U.S. Federal Tax Treatment of the Issuer
The Code provides a specific exemption from U.S. federal income tax on a net income basis for foreign
corporations which restrict their activities in the United States to trading in stocks and securities (and any other
activity closely related thereto) for their own account, whether such trading (or such other activity) is conducted
by the corporation or its employees or through a resident broker, commission agent, custodian or other agent.
This particular exemption does not apply to foreign corporations that are engaged in activities in the United
States other than trading in stocks and securities (and any other activity closely related thereto) for their own
account or that are dealers in stocks and securities.
The Issuer intends to rely on the above exemption and does not intend to operate so as to be subject to U.S.
federal income tax on its net income. However, if it were determined that the Issuer were engaged in a trade or
business in the United States for federal income tax purposes, and the Issuer had taxable income that was
effectively connected with such U.S. trade or business, the Issuer would be subject under the Code to the regular
U.S. corporate income tax on such effectively connected taxable income (and possibly to a 30 per cent. branch
profits tax as well). The balance of this summary assumes that the Issuer is not subject to U.S. federal income
tax on its net income. The imposition of such a tax liability would materially affect the Issuer’s financial ability
to repay the Notes.
U.S. Federal Tax Treatment of U.S. Holders of the Senior Notes, the Class B Notes, the Class C Notes, the
Class D Notes, and the Class E Notes
The Principal Amount Outstanding of Class A1A Notes, the Class A1B Notes, the Class A2 Notes, the
Class B Notes, the Class C Notes, and the Class D Notes will be treated as indebtedness for U.S. federal income
tax purposes and the Issuer intends to take the position that the Class E Notes are treated as indebtedness for
U.S. federal, state, and local income and franchise tax purposes. The Trust Deed requires the Holders to agree
to take the position that the Class A1A Notes, the Class A1B Notes, the Class A2 Notes, the Class B Notes, the
Class C Notes, the Class D Notes and the Class E Notes constitute indebtedness for U.S. federal, state and local
income and franchise tax purposes. The Issuer’s characterisations will be binding on U.S. Holders.
Nevertheless, the IRS could assert, and a court could ultimately hold, that one or more classes of these Notes are
equity in the Issuer. If any of these Notes are treated as equity in, rather than debt of, the Issuer for U.S. federal
income tax purposes, there may be adverse tax consequences to any U.S. Holder of such Notes. Except as
otherwise indicated, the balance of this summary assumes that all of these Notes are treated as debt of the Issuer
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