Octagon Investment Partners IX, Ltd. JPMorgan - Irish Stock Exchange

The Issuer intends to limit purchase of the Preferred Shares so that participation in the Issuer by Benefit Plan
Investors is not "significant." Accordingly, each purchaser or transferee of the Preferred Shares will be required to
represent and agree as to whether it is a Benefit Plan Investor or a Controlling Person and to agree that no transfer of
any Preferred Share (or any interest therein) will be effective, and the Preferred Share Paying Agent will not
recognize such transfer, if after giving effect to such transfer 25% or more of the value of the Preferred Shares or
any other class of equity interest in the Issuer would be held by Benefit Plan Investors. In addition, any insurance
company purchasing Preferred Shares with the assets of an insurance company general account will be required to
represent and warrant the maximum percentage of such general account that represents (and will represent as long as
it owns any interest in the Preferred Shares) ownership by Benefit Plan Investors. There can be no assurance,
however, that participation by Benefit Plan Investors in the Preferred Shares will not be "significant."
Prohibited Transaction Exemptions
Aside from the plan asset issues, the acquisition or holding of the Offered Securities by or on behalf of a Benefit
Plan could be considered to give rise to a prohibited transaction if the Co-Issuers, the Collateral Manager, the
Placement Agent, the Trustee, a Swap Counterparty, a Hedge Counterparty, sellers of Collateral Debt Obligations to
the Issuer or any of their respective affiliates, is or becomes a party in interest or a disqualified person with respect
to such Plan. Certain exemptions from the prohibited transaction rules could be applicable to the purchase and
holding of the Offered Securities by a Plan depending on the type and circumstances of the plan fiduciary making
the decision to acquire such Offered Securities. Included among these exemptions are: Prohibited Transaction
Class Exemption ("PTCE") 96-23, regarding transactions effected by "in-house asset managers"; PTCE 95-60,
regarding investments by insurance company general accounts; PTCE 91-38, regarding investments by bank
collective investment funds; PTCE 90-1, regarding investments by insurance company pooled separate accounts;
and PTCE 84-14, regarding transactions effected by "qualified professional asset managers." There can be no
assurance that any of these Prohibited Transaction Class Exemptions or any other exemption will be available with
respect to any particular transaction involving the Offered Securities.
Accordingly, each purchaser will be deemed or required to make certain representations with respect to the
Offered Securities. With respect to the Notes, each purchaser and each transferee of any interest in a Note will be
deemed to have represented and agreed, on each day from the date on which such beneficial owner acquires its
interest in such Note through and including the date on which such beneficial owner disposes of its interest in such
Note, either that (A) it is neither a Plan nor an entity whose underlying assets include "plan assets" by reason of a
Plan's investment in the entity, nor a governmental, foreign, church or other plan which is subject to any federal,
state, local or foreign law that is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of
the Code or (B) its acquisition, holding and disposition of a Note will not constitute or result in a non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental,
foreign, church or other plan, any substantially similar law). With respect to the Preferred Shares, each purchaser
and each transferee of a Preferred Share (or any interest therein) will be required to represent and agree, on each day
from the date on which such beneficial owner acquires such Preferred Share (or any interest therein) through and
including the date on which such beneficial owner disposes of such Preferred Share (or any interest therein), either
that (A) it is neither a Plan nor an entity whose underlying assets include "plan assets" by reason of a Plan's
investment in the entity, nor a governmental, foreign, church or other plan which is subject to any federal, state,
local or foreign law that is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the
Code or (B) its acquisition, holding and disposition of a Preferred Share (or any interest therein) will not constitute
or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the
case of a governmental, foreign, church or other plan, any substantially similar law).
The sale of any Offered Securities to a Plan is in no respect a representation by the Co-Issuers, Collateral
Manager, Trustee, Preferred Share Paying Agent or Placement Agent that such an investment meets all relevant
legal requirements with respect to investments by Plans generally or any particular Plan, or that such an investment
is appropriate for Plans generally or any particular Plan.
THE CO-ISSUERS, COLLATERAL MANAGER, TRUSTEE, PREFERRED SHARE PAYING AGENT AND
PLACEMENT AGENT SHALL BE ENTITLED TO RELY CONCLUSIVELY UPON THE REPRESENTATIONS
OF PURCHASERS AND TRANSFEREES OF THE OFFERED SECURITIES WITHOUT ANY FURTHER
INQUIRY.
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