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

Considerations”. The Notes may, however, be redeemed pursuant to Condition 7(b)(i)(B) (Redemption for Tax
Reasons).
U.S. Tax Treatment of U.S. Holders of Rated Notes and Class N Notes
The Issuer treats the Class A Notes, Class B Notes, Class C Notes, Class D Notes, the Class E Notes
(collectively the “Class A-E Notes”) and the Class A1A Notes, and the Trust Deed requires that holders agree
to treat such Notes, as debt for U.S. federal income tax purposes. The U.S. Internal Revenue Service may
challenge the treatment of such Notes as debt of the Issuer. If the challenge succeeded, such Notes would be
treated as equity interests in the Issuer, and the U.S. federal income tax consequences of investing in the such
Notes would be the same as the consequences of investing in Class N Notes as described below.
The Issuer treats the Class N Notes as equity of the Issuer for U.S. federal income tax purposes. Because
the Issuer will be a passive foreign investment company for U.S. federal income tax purposes, a U.S. person
holding Class N Notes may be subject to additional taxes unless it elects to treat the Issuer as a qualified electing
fund and to recognise currently its proportionate share of the Issuer’s income. A U.S. holder that makes a
qualified electing fund election may recognise income in amounts significantly greater than the distributions
received from the Issuer. A U.S. holder that makes the election will be required to include in current income its
pro rata share of the earnings whether or not the Issuer actually makes distributions. In this regard, prospective
U.S. purchasers of the Class N Notes should be aware that it is possible that a significant amount of the Issuer’s
income, as determined for U.S. federal income tax purposes, will not be distributed on a current basis for a
number of potential reasons, including the retirement of all or a portion of certain Classes of Notes. Therefore,
U.S. holders of the Class N Notes that make a qualified electing fund election may owe tax on a significant
amount of “phantom” income. The U.S. holder may be able to elect to defer payment, subject to an interest
charge for the deferral period, of the tax on income recognised on account of the qualified electing fund
election. The Issuer also may be a controlled foreign corporation, in which case U.S. persons holding Class N
Notes could be subjected to different tax treatments. See “Tax Considerations”.
U.S. Federal Income Tax Considerations. Prospective investors should review the section entitled, “Tax
Considerations”.
Investment Company Act
The Issuer has not registered with the United States Securities and Exchange Commission (the “SEC”) as
an investment company pursuant to the Investment Company Act. The Issuer has not so registered in reliance
on an exception for investment companies organised under the laws of a jurisdiction other than the United States
or any state thereof (a) whose investors resident in the United States are solely “Qualified Purchasers” (within
the meaning given to such term in the Investment Company Act and the regulations of the SEC thereunder) or
certain transferees thereof identified in Rule 3c-6 under the Investment Company Act and (b) which do not
make a public offering of their securities in the United States. No opinion or no action position has been
requested of the SEC.
To rely on Section 3(c)(7) of the Investment Company Act, the Issuer must have a “reasonable belief” that
all purchasers of the Notes (including the initial purchasers and subsequent transferees) which are U.S. residents
(within the meaning of the Investment Company Act) are “Qualified Purchasers”. Given that transfers of
beneficial interests in the Notes will generally be effected only through Euroclear, Clearstream, Luxembourg or
DTC and its participants and indirect participants without delivery of written transferee certifications to the
Issuer, the Issuer will establish the existence of such a reasonable belief by means of the deemed
representations, warranties and agreements described under “Plan of Distribution and Transfer Restrictions”,
the agreements of the Initial Purchaser referred to under “Plan of Distribution and Transfer Restrictions” and
the procedures described below. Although the SEC has stated that it is possible for an issuer of securities to
satisfy the reasonable belief standard referred to above by establishing procedures to provide a means by which
such issuer can make a reasonable determination as to the status of its security holders as “Qualified
Purchasers”, the SEC has not approved, and has stated that it will not approve, any particular set of procedures
including the procedures described herein. Accordingly, there can be no assurance that the Issuer has satisfied
or will satisfy the reasonable belief standard referred to above.
If the SEC or a court of competent jurisdiction were to find that the Issuer is required, but in violation of the
Investment Company Act had failed, to register as an investment company, possible consequences include, but
are not limited to, the following: (a) the SEC could apply to a district court to enjoin the violation; (b) investors
in the Issuer could sue the Issuer to recover any damages caused by the violation; and (c) any contract to which
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