PROSPECTUS DUCHESS VI CLO BV CITIGROUP Dated 17 August ...

Regulation S Notes of each Class will each be represented on issue by beneficial interests in one or more global
certificates of such Class (each a Regulation S Global Note) in fully registered form, without interest coupons
or principal receipts, which will be deposited on or about the Closing Date with Euroclear Bank N.V./S.A. as
operator of the Euroclear System (Euroclear) and Clearstream Banking, société anonyme (Clearstream,
Luxembourg). Rule 144A Notes of each Class will each be represented on issue by beneficial interests in one
or more global certificates of such Class (each a Rule 144A Global Note), in fully registered form, without
interest coupons or principal receipts, which will be deposited on or about the Closing Date with a custodian for,
and registered in the name of, The Depository Trust Company (DTC) or its nominee. Ownership interests in the
Regulation S Global Notes and the Rule 144A Global Notes (together, the Global Notes) will be shown on, and
transfers thereof will only be effected through, records maintained by Euroclear, Clearstream, Luxembourg and
DTC and their respective participants. (Until and including the 40th day after the later of the commencement of
the offering and the closing of the Offering of the Notes (the Distribution Compliance Period), beneficial
interests in a Regulation S Global Note may be held only through Euroclear or Clearstream, Luxembourg).
Notes in definitive certificated form will be issued only in limited circumstances. See “Form of the Notes” and
“Book-Entry Clearance Procedures” below.
Except for the information contained in this Prospectus in the sections headed “Description of the Collateral
Manager”, the Issuer accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case) the
information contained in this document is in accordance with the facts and does not omit anything likely to
affect the import of such information.
The Collateral Manager accepts responsibility for the information contained in this Prospectus in the section
headed “Description of the Collateral Manager” to the extent that it is correct to the best of its knowledge as at
the Closing Date. To the best of the knowledge and belief of the Collateral Manager (the Collateral Manager
having taken all reasonable care to ensure that such is the case), the information in respect of which it accepts
responsibility is in accordance with the facts and does not omit anything likely to affect the import of such
information. The Collateral Manager does not accept any responsibility for the accuracy and completeness of
any other information contained in this Prospectus nor otherwise for the structuring and operation of any
arrangements relating to the Notes (save in its capacity as Collateral Manager) referred to herein.
Save, in the case of the Collateral Manager, for the section described immediately above in respect of the
Collateral Manager, Citigroup Global Markets Limited, in its capacity as Initial Purchaser of the Notes (the
Initial Purchaser), the Trustee, the Security Trustee, the Collateral Manager, Citibank N.A., London Branch
and each other initial hedge counterparty (each an Initial Hedge Counterparty and together the Initial Hedge
Counterparties), the Collateral Administrator, the Revolving Loan Facility Providers, the Liquidity Facility
Provider, the Custodian, the Account Bank or the Transfer Agents or any Affiliate of any of them has separately
verified the information contained in this Prospectus and accordingly none of the Initial Purchaser, the Trustee,
the Security Trustee, the Collateral Manager, each Initial Hedge Counterparty, the Collateral Administrator, the
Revolving Loan Facility Providers, the Liquidity Facility Provider, the Custodian, the Account Bank or the
Transfer Agents or any Affiliate of any of them makes any representation, recommendation or warranty, express
or implied, regarding the accuracy, adequacy, reasonableness or completeness of the information contained in
this Prospectus or in any further information, notice or other document which may at any time be supplied in
connection with the Notes or their distribution or accepts any responsibility or liability therefor. Each person
receiving this Prospectus acknowledges that such person has not relied on the Initial Purchaser, the Trustee, the
Security Trustee, the Collateral Manager, each Initial Hedge Counterparty, the Collateral Administrator, the
Revolving Loan Facility Providers, the Liquidity Facility Provider, the Custodian, the Account Bank or the
Transfer Agents or any Affiliate of any of them in connection with its investigation of the accuracy of such
information or its investment decision.
Each person contemplating making an investment in the Notes must make its own investigation and analysis of
the creditworthiness of the Issuer and its own determination of the suitability of any such investment, with
particular reference to its own investment objectives and experience and any other factors which may be
relevant to it in connection with such investment.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of, the Issuer, the Initial
Purchaser, or any Affiliate of the Initial Purchaser to subscribe for or purchase, any of the Notes in any
jurisdiction to any person to whom it is unlawful to make such an offer or invitation in such jurisdiction.
The distribution of this Prospectus and the offering of the Notes in certain jurisdictions may be restricted by law.
In particular, the communication constituted by this Prospectus is directed only at persons who (i) are outside
the United Kingdom and the Republic of Ireland or (ii) have professional experience in matters relating to
ii