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

N Notes would be taxable as of the end of the fiscal year of the Issuer for such Noteholders; in this context it has
to be noted that “profits” within the meaning of the German CFC rules are to be determined by applying
German taxation principles and therefore could be different from a mere cash-flow analysis. In case the
Investment Tax Act is applied, it will in principle prevail over the provisions of the German CFC rules.
German Gift Tax
The gratuitous transfer of Notes by an investor as a gift is subject to German gift tax if the investor or the
recipient is resident or deemed to be resident in Germany under German law at the time of the transfer or if the
Notes form part of the business property of a permanent establishment maintained in Germany by the investor.
Proposed Changes in German tax law
On 25 May 2007 the German government issued a draft tax reform act in which it proposed to introduce a
25 per cent. final withholding tax (Abgeltungssteuer) on private investment income and capital gains and
potentially also on deemed income and capital gains calculated in accordance with the lump-sum provisions of
the Investment Tax Act. It is proposed that the new scheme would become effective on 1 January 2009 and
would result in a modification and extension of the current German withholding tax regime. Under the new
regime, the withholding tax shall in principle be final, while under current law the withholding tax is — in case
of German tax residents — a prepayment of the income tax liability. Capital losses from the disposal of
financial assets shall be offset only if the taxpayer opts for tax assessment and such offsetting shall be subject to
additional restrictions. The provisions necessary to introduce the final withholding tax scheme have not yet
been drafted and the proposal is still subject to discussions and may therefore be subject to modifications and it
is still uncertain whether and, if so, when and in what form the new regime will be introduced.
EU Directive on the taxation of savings income in the form of interest payments (Council Directive
2003/48/EC)
Under EC Council Directive 2003/48/EC on the taxation of savings income, each Member State is required
to provide to the tax authorities of another Member State details of payments of interest or other similar income
paid by a person within its jurisdiction to, or collected by such a person for, an individual resident in that other
Member State; however, for a transitional period, Austria, Belgium and Luxembourg may instead apply a
withholding system in relation to such payments, deducting tax at rates rising over time to 35 per cent. The
transitional period is to terminate at the end of the first full fiscal year following an agreement by certain non-
EU countries to the exchange of information relating to such payments.
In addition, a number of non-EU countries, and certain dependent or associated territories of certain
Member States, have agreed to adopt similar measures (either provision of information or transitional
withholding) in relation to payments made by a person within its jurisdiction to, or collected by such a person
for, an individual resident in a Member State. In addition, the Member States have entered into reciprocal
provision of information or transitional withholding arrangements with certain of those dependent or associated
territories in relation to payments made by a person in a Member State to, or collected by such a person for, an
individual resident in one of those territories.
THE DISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX
MATTERS THAT MAY BE OF IMPORTANCE TO A PARTICULAR INVESTOR. EACH
PROSPECTIVE INVESTOR IS STRONGLY URGED TO CONSULT ITS OWN TAX ADVISOR
ABOUT THE TAX CONSEQUENCES OF AN INVESTMENT IN THE NOTES UNDER THE
INVESTOR’S OWN CIRCUMSTANCES.
United Kingdom Taxation
The following, which applies only to persons who are the beneficial owners of the Notes (each referred to
herein as being a “Holder”), is a summary of the Issuer’s understanding of current United Kingdom tax law and
HM Revenue & Customs in the United Kingdom (“HMRC”) practice as at the date of this Prospectus relating
to certain aspects of the United Kingdom taxation of the Notes. It is not a comprehensive analysis of the tax
consequences arising in respect of Notes and so should be treated with appropriate caution. Some aspects do not
apply to certain classes of taxpayer (such as dealers). Prospective Holders who are in any doubt about their tax
position or who may be subject to a tax in a jurisdiction other than the United Kingdom should seek their own
professional advice.
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