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

Collateral Manager may possess information relating to issuers of, or Reference Obligors under, Collateral Debt
Securities which is not known to the individuals at the Collateral Manager responsible for monitoring the
Collateral Debt Securities and performing the other obligations under the Collateral Management Agreement.
In addition, the Collateral Manager, its Affiliates or clients of the Collateral Manager may invest in securities
that are senior to, or have interests different from or adverse to, the obligations that secure the Notes. The
Collateral Manager (and/or its Affiliates) may at certain times be simultaneously seeking to purchase or dispose
of investments for its (or their) account(s), the Issuer, any similar entity for which it (or they) serves (or serve)
as investment manager or adviser and for its (or their) clients, respectively. Further, certain Noteholders may be
clients of the Collateral Manager or its (or their) Affiliates. The Collateral Manager may make investment
decisions for its clients and Affiliates that may be different from those made by the Collateral Manager on
behalf of the Issuer.
The Collateral Manager had various funds or companies under management on the Issue Date. Trading
between such other funds or companies under the management of the Collateral Manager and the Issuer is
likely. The investment policies and procedures to be used by the Collateral Manager in managing the Collateral
Debt Securities in the Portfolio on behalf of the Issuer may be different from the policies and procedures used
by the Collateral Manager in managing other investments. Furthermore, in managing other investments, the
Collateral Manager may purchase or dispose of securities in accordance with criteria other than those
contemplated in this Prospectus and the Collateral Management Agreement. The nature of, and risks associated
with, the investments and strategies undertaken on behalf of the Issuer may differ substantially from those
investments and strategies undertaken historically and (with respect to other investments) in the future by the
Collateral Manager.
In addition, neither the Collateral Manager nor any of its Affiliates is under any obligation to offer
investment opportunities of which they become aware to the Issuer or to account to the Issuer (or share with the
Issuer or inform the Issuer of) any such transaction or any benefit received by them from any such transaction.
Furthermore, neither the Collateral Manager nor any of its Affiliates has any affirmative obligation to offer any
investments to the Issuer or to inform the Issuer of any investments before offering any investments to other
funds or accounts that the Collateral Manager and/or its Affiliates manage or advise. Also, Affiliates of the
Collateral Manager may make an investment on behalf of entities other than the Issuer. As a result, the
Collateral Manager and its Affiliates may recommend or engage in activities that would compete with or
otherwise adversely affect the Issuer. Neither is there any limitation or restriction on the Collateral Manager or
any of its Affiliates from acting as investment manager (or in a similar role) to other parties or persons.
It should be noted that an up-front fee was paid to the Collateral Manager on the Issue Date from the
proceeds of issuance. The Issuer will be obliged to pay any Replacement Collateral Manager, the Base
Collateral Management Fee and a Replacement Collateral Manager Subordinated Fee. As the up-front fee paid
to the Collateral Manager is not repayable to the Issuer, the Issuer’s obligation to pay the Replacement
Collateral Manager Subordinated Fee to any Replacement Collateral Manager may adversely affect the Issuer’s
ability to repay the Class N Noteholders.
Dependence on Key Personnel
Because the composition of the Collateral Debt Securities will vary over time, the performance of the Issuer
depends heavily on the skills of the Collateral Manager in analysing, selecting and managing the Collateral Debt
Securities. As a result, the Issuer is highly dependent on the financial and managerial experience of certain
individuals associated with the Collateral Manager. Employment arrangements between those individuals and
the Collateral Manager may exist, but the Issuer is not a direct beneficiary of such arrangements, which
arrangements are in any event subject to change without the consent of the Issuer. The loss of one or more of
these individuals could have a material adverse effect on the performance of the Issuer. However, this is
mitigated in the Collateral Management Agreement where a requirement is imposed on the Collateral Manager
to ensure certain key persons are employed by the Collateral Manager for the life of the deal and a failure to
retain such key persons or their replacements could lead to removal of the Collateral Manager with “cause” as
more particularly described under “Description of the Collateral Management Agreement”. Moreover, the
Collateral Management Agreement may also be terminated under certain circumstances described herein under
“Description of the Collateral Management Agreement”.
Termination of Collateral Manager “without cause”
If the Issuer removes the Collateral Manager “without cause” in accordance with the Collateral
Management Agreement then the Issuer is liable to pay the Collateral Manager a Collateral Manager
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