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

A U.S. Holder of a Class B Note, Class C Note, Class D Note or Class E Note will recognise exchange gain
or loss with respect to principal in an amount equal to the difference between (i) the amount of euros received
translated into U.S. dollars at the spot rate on the date of sale, exchange, retirement or receipt of a principal
payment, and (ii) the amount of euros paid for the Note (or the amount attributable to a principal payment)
translated at the spot rate on the date the Note was acquired. Exchange gain or loss is realised only to the extent
of total gain or loss on the transaction, and is generally treated as U.S. source ordinary income or loss.
Gain or loss in excess of exchange gain or loss will be capital gain or loss and will be long term capital gain
or loss if the U.S. Holder held the Note for more than one year at the time of disposition. In certain
circumstances, U.S. Holders that are individuals may be entitled to preferential treatment for net long term
capital gains; however, the ability of U.S. Holders to offset capital losses against ordinary income is limited.
Alternate Characterisations. It is possible that the Class B Notes, Class C Notes, Class D Notes and/or
Class E Notes could be treated as “contingent payment debt instruments” for federal income tax purposes. In
this event, the timing of a U.S. Holder’s OID inclusions could differ from that described above and any gain
recognised on the sale, exchange, or retirement of such Notes would be treated as ordinary income and not
capital gain.
Receipt of Euros
Euros received as payment on a Senior Note, a Class B Note, a Class C Note, a Class D Note or a Class E
Note or on a sale, exchange or retirement of a Senior Note, a Class B Note, a Class C Note, a Class D Note or a
Class E Note will have a tax basis equal to its U.S. dollar value at the time such payment is received or at the
time of such sale, exchange or retirement, as the case may be. Any exchange gain or loss recognised on a sale
or exchange of the euros will generally be U.S. source ordinary income or loss.
U.S. Federal Tax Treatment of Tax Exempt U.S. Holders of Senior Notes, Class B Notes, Class C Notes,
Class D Notes and Class E Notes
U.S. Holders that are tax exempt entities should not be subject to the tax on unrelated business taxable
income in respect of the Senior Notes, Class B Notes, Class C Notes, Class D Notes or Class E Notes unless (i)
these Notes constitute “debt financed property” (as defined in the Code) of that entity or (ii) in the case of any
of these Notes that are treated as indebtedness for federal income tax purposes, such entity also owns more than
50 per cent. of the Class N Notes and any Senior Notes, Class B Notes, Class C Notes, Class D Notes or Class E
Notes that are treated as equity in the Issuer for U.S. federal income tax purposes.
U.S. Federal Tax Treatment of Non-U.S. Holders of Senior Notes, Class B Notes, Class C Notes, Class D
Notes and Class E Notes
In general, payments on the Senior Notes, Class B Notes, Class C Notes, Class D Notes or Class E Notes to
a Non-U.S. Holder and gain realised on the sale, exchange or retirement of the Senior Notes, Class B Notes,
Class C Notes, Class D Notes or Class E Notes by a Non-U.S. Holder will not be subject to U.S. federal income
or withholding tax, unless (i) such income is effectively connected with a trade or business conducted by such
Non-U.S. Holder in the United States, or (ii) in the case of gain, such Non-U.S. Holder is a non-resident alien
individual who holds the Senior Notes, Class B Notes, Class C Notes, Class D Notes or Class E Notes as a
capital asset and is present in the United States for more than 182 days in the taxable year of the sale and certain
other conditions are satisfied.
U.S. Federal Tax Treatment of U.S. Holders of Class N Notes
The Issuer intends to take the position that the Class N Notes constitute equity interests in the Issuer for
U.S. federal, state and local income and franchise tax purposes, and each holder of a Class N Note by purchase
of their Class N Note will agree to take this position for U.S. federal, state and local income and franchise tax
purposes, and the balance of this summary assumes that the Class N Notes are so treated.
Investment in a Passive Foreign Investment Company. The Issuer will constitute a “passive foreign
investment company” (a “PFIC”) for federal income tax purposes, and U.S. Holders of the Class N Notes (other
than certain U.S. Holders that are subject to the rules pertaining to a “controlled foreign corporation,” described
below) will be considered shareholders in a PFIC. U.S. Holders may desire to make an election to treat the
Issuer as a “qualified electing fund” (a “QEF”) with respect to such U.S. Holder. Generally, a U.S. Holder
makes a QEF election on IRS Form 8621, attaching a copy of such form to its U.S. federal income tax return for
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