VALLAURIS II CLO PLC - Irish Stock Exchange

investment decisions for the Issuer and any similar entity for which they serve as Collateral Manager
in the future, or for themselves, their clients or Affiliates, to purchase or sell investments. See
‘‘Description of the Collateral Managers’’.
Subject to any restrictions adopted by the directors or set forth in the status thereof, the
Collateral Managers and any Affiliate and any directors of the foregoing may (a) have an interest in
the Issuer or in any transaction effected with or for it, or a relationship of any description with any
other person which may involve a potential conflict with their respective duties to the Issuer and (b)
deal with or otherwise use the services of Affiliated companies in connection with the performance of
such duties; and none of them will be liable to account for any profit or remuneration derived from
so doing.
For example, such potential conflicts may arise because:
(a) each of the Collateral Managers or their Affiliates acts as adviser to clients in investment
banking, financial advisory, asset management and other capacities related to the Portfolio
that may be purchased or sold on the Issuer’s behalf;
(b) each of the Collateral Managers or their Affiliates issues, or are engaged as underwriter for
the issue of, instruments that the Issuer may purchase, sell or hold and these activities may
cause departments of the Collateral Managers or their Affiliates to give advice to clients
that may cause these clients to take actions adverse to the interests of the Issuer;
(c) each of the Collateral Managers or their Affiliates, and their respective managing directors,
directors, officers and employees acts in a proprietary capacity and holds long or short
positions in instruments of all types, including the Portfolio – such activities could affect
the prices and availability of the securities and instruments that the Collateral Managers
determine be bought or sold by the Issuer or for the Issuer’s account, which could
adversely impact the financial returns of the Issuer in respect of the Portfolio;
(d) each of the Collateral Managers and/or their Affiliates, and their respective managing
directors, directors, officers and employees serves as directors of companies the securities of
which may comprise the Portfolio purchased, sold or held by the Issuer; and
(e) each of the Collateral Managers and their Affiliates and each of them and their respective
managing directors, directors, officers and employees gives advice, and takes action, with
respect to any of the Collateral Manager’s or its Affiliates’ clients or proprietary accounts
that differs from the advice given, or may involve a different timing or nature of action
taken, with respect to any one or all of the Collateral Managers’ advisory accounts, or
effects transactions for such clients or proprietary accounts at prices or rates that may be
more or less favourable than the prices or rates applying to transactions effected for the
Issuer.
In certain circumstances, the Trustee or its Affiliates or both may receive compensation in
connection with the investment of assets in certain Eligible Investments from the managers of such
Eligible Investments. In addition, the Issuer may from time to time invest in Eligible Investments
issued by, arranged by or underwritten by the Collateral Managers, the Trustee, the Lead Manager,
the Joint Lead Managers or their Affiliates.
Unless otherwise stated herein, there will be no restriction on the ability of the Lead Manager,
the Joint Lead Managers, the Trustee, the Collateral Managers, the Collateral Administrator, any
Interest Rate Hedge Counterparty or any Currency Swap Counterparty or any of their respective
Affiliates or employees to purchase Notes of any Class (either upon initial issuance or through
secondary transfers) and to exercise any voting rights to which such Notes are entitled. The interests
of such holders may differ from those of other holders.
Amounts payable to the Collateral Managers, any Interest Rate Hedge Counterparty and/or any
Currency Swap Counterparty may be payable in whole or in part on a subordinated or contingent
basis or solely or primarily from Interest Proceeds or Principal Proceeds, in each case as specified
herein and in the Trust Deed. In certain circumstances, such payment arrangements could create a
conflict of interest between the Collateral Managers and/or any Affiliate of such Interest Rate Hedge
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