GLDUS113 Cliff 'Nig Section 9: Cedar Legal. ERISA and Tax Considerations Glendower Capital Secondary Opportunities Fund IV, LP -Offshore Fund Rules) may apply to an investment made by the Fund in an 'offshore fund.' The Fund itself will not constitute an offshore fund for these purposes, although it is possible that the Fund may hold or acquire investments which are offshore funds for such purposes. In such cases, all or part of an Investor's distributions attributable to any gain made by the Fund on the disposal of an investment may be treated as income, rather than capital gains, for UK tax purposes, depending on the circumstances and the status of the investment as a 'reporting fund" or 'non-reporting fund' for the purposes of the Offshore Fund Rules. UK resident individuals. Investors who are UK resident or ordinarily resident individuals should note that, in certain circumstances, gains of non-UK resident companies in which the Fund has made an investment may be treated as accruing to such individual Investors. UK resident companies. Investments in non-UK companies. Investors who are UK resident companies should note that investments in non-UK resident companies may be `controlled foreign companies' for UK tax purposes. The profits of a controlled foreign company can in certain circumstances be apportioned to UK resident companies and corporation tax charged thereon. It is unlikely that an apportionment of the relevant proportion of the investee company's profits would be made against an Investor which is a UK resident company as the circumstances in which an apportionment can be made should not be present. Unrealized gains or losses. Investors subject to UK corporation tax may be treated for UK corporation tax purposes as realizing profits, gains or losses in respect of certain assets. including those which are subject to the 'loan relationship' rules in Part 5 of the Corporation Tax Act 2009. generally on a basis reflecting the treatment