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

on behalf of the Issuer might breach the provisions of insider dealing legislation or laws to which it or the Issuer
are subject.
The Collateral Manager may in the future serve as a manager of other companies organised to issue
collateralised debt obligations secured by high yield debt securities, loans and/or other obligations or securities.
On the Closing Date, the Collateral Manager including its Affiliates, consultants and advisers will
purchase at least €10,000,000 of the Class F Secured Income Notes. The Collateral Manager including its
Affiliates, consultants and advisers undertakes to hold €7,000,000 of the Class F Secured Income Notes to
maturity or earlier redemption so long as it is the Collateral Manager. The Initial Purchaser or any Affiliate of
either thereof (or one or more accounts or conduits managed by the Initial Purchaser or its Affiliates) may hold
Notes of any Class from time to time subject to the restrictions contained in the same.
The Collateral Manager, on behalf of the Issuer, may also from time to time purchase obligations
from itself or its Affiliates or Related Entities or sell obligations to itself its Affiliates or its Related Entities. It
may not always be possible for the Collateral Manager to obtain the current market price for such obligations
because market quotations for particular obligations may not be generally available. In such circumstances, the
Collateral Manager is entitled to determine the price of such obligations in its discretion, provided that it does so
in good faith.
The Issuer will deal with the Collateral Manager and Affiliates of the Collateral Manager on an arm’s
length basis and anticipates that the commissions, mark-ups and mark-downs charged by the Collateral Manager
or its Affiliates or Related Entities will generally be competitive, although the Collateral Manager and its
Affiliates or Related Entities may have interests in such transactions that are adverse to those of the Issuer, such
as an interest in obtaining favourable commission rates, mark-ups and mark-downs.
The Collateral Manager, its Affiliates and their respective clients may invest in securities which
satisfy the Eligibility Criteria for Collateral Debt Securities. The Collateral Manager and its Affiliates may also
have ongoing relationships with companies whose securities or obligations secure the Notes and may own debt
securities issued by issuers of Collateral Debt Securities. As a result thereof, officers of Affiliates of the
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.
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.
Certain of the Collateral Debt Securities in the Portfolio may consist of obligations of obligors or
issuers for which the Initial Purchaser or an Affiliate of the Initial Purchaser has acted as underwriter, agent,
placement agent or dealer or for which an Affiliate of the Initial Purchaser has acted as lender or provided other
commercial or investment banking services. The Issuer may purchase some of the Collateral Debt Securities
from the Initial Purchaser and its Affiliates, but only to the extent the Collateral Manager determines that such
purchases are consistent with the investment guidelines and objectives of the Issuer and the restrictions
contained in the Collateral Management Agreement. In any event, all purchases of Collateral Debt Securities in
the Portfolio from such entities are required to be on an arms’ length basis.
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