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

oker has been in existence) is derived from activities that are effectively connected with the conduct of a U.S.
trade or business, or (iii) a foreign partnership if at any time during its tax year one or more of its partners are
United States persons who, in the aggregate, hold more than 50 per cent. of the income or capital interest of the
partnership or if, at any time during its taxable year, the partnership is engaged in the conduct of a U.S. trade or
business.
Backup withholding is not an additional tax and may be refunded (or credited against the holder’s U.S.
federal income tax liability, if any), provided that certain required information is furnished. The information
reporting requirements may apply regardless of whether withholding is required. Copies of the information
returns reporting such interest and withholding also may be made available to the tax authorities in the country
in which a Non-U.S. Holder is a resident under the provisions of an applicable income tax treaty or agreement.
THE PRECEDING DISCUSSION IS ONLY A SUMMARY OF CERTAIN OF THE TAX
IMPLICATIONS OF AN INVESTMENT IN THE NOTES. PROSPECTIVE INVESTORS ARE URGED
TO CONSULT WITH THEIR OWN TAX ADVISORS PRIOR TO INVESTING TO DETERMINE THE
TAX IMPLICATIONS OF SUCH INVESTMENT IN LIGHT OF EACH SUCH INVESTOR’S
PARTICULAR CIRCUMSTANCES.
German Taxation
The following information relating to German taxation is a general description of certain German tax
considerations relating to the Notes and is not intended as tax advice and does not purport to describe all of the
tax considerations that may be relevant to a prospective purchaser of the Notes. It is based upon German tax
laws (including tax treaties) in effect and applied as of the date hereof, which are subject to change, potentially
with retroactive effect. It should be read in conjunction with the section entitled “Risk Factors—German
Taxation of Noteholders”.
Prospective purchasers of the Notes are advised to consult their own tax advisers as to the tax
consequences, under German tax laws and the tax laws of the country of which they are residents, of
purchasing, holding and disposing of the Notes and receiving payments under the Notes.
German Investment Tax Act - General
The taxation of the Notes will in particular depend on whether or not a certain class of Notes is subject to
the provisions of the German Investment Tax Act (the “Investment Tax Act”).
There is currently legal uncertainty in the Federal Republic of Germany as to whether the Investment Tax
Act would apply to certain classes of collateralised debt obligation (“CDO”) notes and similar instruments. In
particular, although the German Federal Ministry of Finance (Bundesfinanzministerium — BMF) issued the
Decree, which should largely exclude CDO notes and similar instruments from the scope of the German
Investment Tax Act, provided that the tests set out in the Decree are met, there is a risk as to the interpretation of
such tests. Such tax risk particularly applies with respect to the Class N Notes. With respect to the Rated Notes,
however, there exists a remote risk that the German tax authorities take a different view regarding the
application of the Investment Tax Act.
Noteholders Subject to the Investment Tax Act
The Investment Tax Act applies to investors holding Notes that fall within the scope of the Investment Tax
Act if:
(a) such Noteholder is resident in Germany for German tax purposes; or
(b) such Noteholder is not resident in Germany for German tax purposes but holds such Notes through a
permanent establishment (or a permanent representative) in Germany; or
(c) such a Noteholder (other than a foreign credit institution or a foreign financial services institution)
physically presents such Notes at the office of a “German Disbursing Agent”, being a German credit
institution or a German financial services institution each as defined in the German Banking Act
(Kreditwesengesetz), including a German branch of a non-German credit institution or a non-German
financial services institution, but excluding a non-German branch of a German credit institution or a
German financial services institution (an “over-the-counter-transaction” (Tafelgeschäft)),
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