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

In its capacity as Collateral Manager, the Collateral Manager and/or its Affiliates may engage in other
businesses and furnish investment management services to Related Entities whose investment policies differ
from those followed by the Collateral Manager on behalf of the Issuer as required by the Collateral Management
Agreement. In such capacity, the Collateral Manager may effect transactions which differ from those effected
with respect to the Collateral for the Notes. In addition, the Collateral Manager may, from time to time, cause
or direct Related Entities to buy or sell or may recommend to Related Entities the buying and selling of debt
obligations of the same or of a different kind or class of the same obligor, as Collateral Debt Securities or other
obligations which are part of the Portfolio which the Collateral Manager purchases or sells on behalf of the
Issuer. Accordingly, conflicts may arise regarding the allocation of investment opportunities amongst the Issuer
and the Related Entities. Situations may occur where the Issuer could be disadvantaged because of the
investment activities conducted by the Collateral Manager for the Related Entities. It should be noted that the
Collateral Management Agreement places significant restrictions on the Collateral Manager’s ability to buy and
sell obligations comprising the Portfolio on which the Notes are secured and, accordingly, during certain periods
or in certain specified circumstances, the Collateral Manager may be unable to buy or sell obligations which
either form or are intended to form part of the Portfolio or to take other actions which it might consider to be in
the best interests of the Issuer and the Noteholders.
Although the principals and employees of the Collateral Manager will devote as much time to the Issuer as
the Collateral Manager deems appropriate, such principals and employees may have conflicts in allocating their
time and services among the Issuer and the Collateral Manager’s other accounts and businesses.
The Collateral Manager and its Affiliates may, in the conduct of their respective businesses, receive or
become aware of price sensitive information which is not generally available to the public that may restrict the
Collateral Manager from purchasing or selling securities for itself or its clients (including the Issuer) or
otherwise using such information for the benefit of its clients or itself. The Collateral Management Agreement
contains provisions which absolve the Collateral Manager from any responsibility for its failure to act in relation
to the administration of the Portfolio in circumstances where it or any of its Affiliates are in receipt of price
sensitive information and where in the opinion of the Collateral Manager investment by the Collateral Manager
on behalf of the Issuer might breach the provisions of insider dealing legislation or laws to which it or the Issuer
are subject.
The Collateral Manager may in the future serve as a manager of other Related Entities organised to issue
collateralised debt obligations or collateralised loan obligations secured by high yield debt securities, loans
and/or other obligations or securities.
On the Issue Date, Investec and/or one or more of its Affiliates acquired 25 per cent. of the principal
amount of the Class N Notes Outstanding. Investec and/or any fund, partnership, trust, company or any entity
with respect to which it acts as investment manager will not acquire or hold at any time, directly or indirectly,
more than 25 per cent. of the principal amount outstanding of the Class N Notes. It is the intention of Investec
either to hold, directly or indirectly, or to have a fund, partnership, trust, company or other entity with respect to
which it acts as investment manager hold, a minimum average of 19.5 per cent. of the principal amount
outstanding of the Class N Notes in any five year period until maturity or earlier redemption, so long as Investec
is the Collateral Manager.
The Collateral Manager, on behalf of the Issuer, may also from time to time purchase obligations from
itself, its Affiliates or Related Entities or sell obligations to itself, its Affiliates or its Related Entities. It may not
always be possible for the Collateral Manager to obtain the current market price for such obligations because
market quotations for particular obligations may not be generally available. In such circumstances, the
Collateral Manager is entitled to determine the price of such obligations in its discretion, provided that it does so
in good faith.
The Issuer will deal with the Collateral Manager and Affiliates of the Collateral Manager on an arm’s
length basis and anticipates that the commissions, mark-ups and mark-downs charged by the Collateral Manager
or its Affiliates or Related Entities will generally be competitive, although the Collateral Manager and its
Affiliates or Related Entities may have interests in such transactions that are adverse to those of the Issuer, such
as an interest in obtaining favourable commission rates, mark-ups and mark-downs.
The Collateral Manager, its Affiliates and their respective clients may invest in securities which satisfy the
Eligibility Criteria for Collateral Debt Securities. The Collateral Manager and its Affiliates may also have
ongoing relationships with companies whose securities or obligations secure the Notes and may own debt
securities issued by issuers of Collateral Debt Securities. As a result thereof, officers of Affiliates of the
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