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

CONTAINED IN SECTION 3(c)(7) THEREOF. EACH INITIAL PURCHASER OF AN INTEREST IN THE
NOTES AND EACH SUBSEQUENT TRANSFEREE OF AN INTEREST THEREIN (OTHER THAN A
TRANSFEREE THAT (A) IS NOT A U.S. PERSON OR (B) ACQUIRES AN INTEREST IN A
REGULATION S GLOBAL NOTE AFTER THE END OF THE DISTRIBUTION COMPLIANCE PERIOD
IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S) WILL BE
REQUIRED (OR IN CERTAIN CIRCUMSTANCES DEEMED) TO REPRESENT AND AGREE THAT IT IS
A QUALIFIED PURCHASER AND TO ALSO MAKE (OR WILL BE DEEMED TO MAKE) THE
REPRESENTATIONS SET FORTH IN “PLACEMENT AND TRANSFER RESTRICTIONS” HEREIN. NO
TRANSFER OF NOTES WHICH WOULD HAVE THE EFFECT OF REQUIRING EITHER THE ISSUER
OR THE POOL OF COLLATERAL TO REGISTER AS AN INVESTMENT COMPANY UNDER THE
INVESTMENT COMPANY ACT WILL BE PERMITTED.
INFORMATION APPLICABLE TO U.S. INVESTORS
This Prospectus has been prepared by the Issuer solely for use in connection with the offering and the listing of
the Notes described herein (the Offering). The Issuer and the Initial Purchaser reserve the right to reject any
offer to purchase Notes in whole or in part for any reason, or to sell less than the stated initial principal amount
of any Class of Notes offered hereby. This Prospectus does not constitute an offer to the public generally to
subscribe for or otherwise acquire the Notes. Each prospective purchaser of the Notes must comply with all
applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells Notes or
possesses or distributes this Prospectus, and must obtain any consent, approval or permission required by it for
the purchase, offer or sale by it of the Notes under the laws and regulations in force in any jurisdiction to which
it is subject or in which it makes such purchases, offers or sales, and neither the Issuer nor the Initial Purchaser
shall have any responsibility therefor.
AVAILABLE INFORMATION
To permit compliance with Rule 144A under the Securities Act in connection with the sale of the Notes, the
Issuer will be required pursuant to the Trust Deed to furnish, upon request of a holder of a Note, to such holder
and a prospective purchaser designated by such holder, the information required to be delivered under
Rule 144A(d)(4) under the Securities Act if at the time of the request the Issuer is not a reporting company
under Section 13 or Section 15(d) of the United States Securities Exchange Act of 1934, as amended (the
Exchange Act), or exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act. All information
made available by the Issuer pursuant to the terms of this paragraph may also be obtained during usual business
hours free of charge at the office of the Paying Agent in Ireland.
_________________________
NOTICE TO NEW HAMPSHIRE RESIDENTS
FOR NEW HAMPSHIRE RESIDENTS ONLY: NEITHER THE FACT THAT A REGISTRATION
STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER
421-B OF THE NEW HAMPSHIRE REVISED STATUTES (THE RSA) WITH THE STATE OF NEW
HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A
PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY
THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER
RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR
THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON
THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE
MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
EACH PURCHASER OF A NOTE (OR INTEREST THEREIN) WILL BE REQUIRED TO CERTIFY (OR IN
CERTAIN CIRCUMSTANCES BE DEEMED TO REPRESENT AND WARRANT) THAT (I) EITHER
(A) IT IS NOT (AND FOR SO LONG AS IT HOLDS A NOTE WILL NOT BE), AND IS NOT ACTING ON
BEHALF OF (AND FOR SO LONG AS IT HOLDS A NOTE IT WILL NOT BE ACTING ON BEHALF OF),
AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE UNITED STATES
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (ERISA)), WHETHER
OR NOT IT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN THAT IS SUBJECT
TO SECTION 4975 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED
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