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

for U.S. federal, state and local income and franchise tax purposes. In the event such Notes are treated as equity
in the Issuer, prospective investors in these Notes should consult their tax advisors regarding the U.S. federal,
state and local income and franchise tax consequences to these Notes and the Issuer.
For U.S. federal income tax purposes, the Issuer will be treated as the issuer of the Notes.
U.S. Federal Tax Treatment of U.S. Holders of the Senior Notes
Stated Interest. U.S. Holders of the Senior Notes that use the cash method of accounting and receive a
payment of interest on a Note denominated in euros will be required to include in gross income the U.S. dollar
value of the payment in euros on the date the payment is received (based on the U.S. dollar spot rate for the
euros on the date the payment is received). No exchange gain or loss will be recognised with respect to the
payment.
U.S. Holders of the Senior Notes that use the accrual method of accounting or that otherwise are required to
accrue interest prior to receipt, will be required to include in gross income the U.S. dollar value of the amount of
interest income that has accrued during the Interest Accrual Period. The U.S. dollar value of the accrued interest
will be determined by translating the interest income at the average U.S. dollar exchange rate for euros in effect
during the Interest Accrual Period or, with respect to an Interest Accrual Period that spans two taxable years, the
partial period within the taxable year. A U.S. Holder may, however, elect to translate the accrued interest
income using the U.S. dollar spot rate for euros on the last day of the Interest Accrual Period or, with respect to
an accrual period that spans two taxable years, on the last day of the taxable year. However, if the last day of an
Interest Accrual Period is within five business days of the receipt of accrued interest, the interest may be
translated at the U.S. dollar spot rate on the date of receipt. If a U.S. Holder makes the election, it must be
applied consistently to all of the U.S. Holder’s debt instruments and may not be changed without the consent of
the IRS.
An accrual basis U.S. Holder will recognise exchange gain or loss with respect to accrued interest income
on the date the payment of the income is received in an amount equal to the difference, if any, between the U.S.
dollar value of the payment in euros on the date received (based on the U.S. dollar spot rate for euros on the date
received) and the U.S. dollar value of the accrued interest income inclusion (computed as determined above).
Any exchange gain or loss will generally be treated as U.S. source ordinary income or loss.
Commitment Fee. U.S. Holders of Class A1A Notes that use the cash method of accounting and receive a
payment of a Commitment Fee denominated in euro will be required to include in gross income the U.S. dollar
value of the payment in euros on the date the payment is received (based on the U.S. dollar spot rate for the
euros on the date the payment is received). No exchange gain or loss will be recognised with respect to the
payment.
U.S. Holders of the Class A1A Notes that use the accrual method of accounting, or that otherwise are
required to accrue a Commitment Fee prior to receipt, will be required to include in gross income the U.S. dollar
value of the amount of the Commitment Fee that has accrued during the Interest Accrual Period. The U.S.
dollar value of the accrued Commitment Fee will be determined by translating the Commitment Fee at the
average U.S. dollar exchange rate for euros in effect during the Interest Accrual Period.
An accrual basis U.S. Holder will recognise exchange gain or loss with respect to the accrued Commitment
Fee on the date the payment of the Commitment Fee is received in an amount equal to the difference, if any,
between the U.S. dollar value of the payment in euros on the date received (based on the U.S. dollar spot rate for
euros on the date received) and the U.S. dollar value of the accrued Commitment Fee (computed as determined
above). Any exchange gain or loss will generally be treated as U.S. source ordinary income or loss.
U.S. Holders of the Class A1A Notes will include in gross income payable payments of the Commitment
Fee accrued or received on the Class A1A Notes in accordance with their usual method of tax accounting.
Sale, Exchange and Retirement of the Senior Notes. A U.S. Holder of a Senior Note will, in general, have a
basis in their Note equal to the U.S. dollar value of the euros paid (based on the U.S. dollar spot rate for euros on
the date of acquisition) reduced by the U.S. dollar value of any payments of principal received (based on the
U.S. dollar spot rate for euros on the date received). Upon a sale, exchange, or retirement of a Senior Note, a
U.S. Holder will generally recognise gain or loss equal to the difference between the U.S. dollar value of the
euros received on the date of sale, exchange or retirement (less any accrued and unpaid interest, which will be
taxable as described above) and the holder’s adjusted tax basis in such Note.
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