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

ANY POTENTIAL INVESTOR CONSIDERING AN INVESTMENT IN THE OFFERED SECURITIES
THAT IS, OR IS ACTING ON BEHALF OF, A PLAN IS STRONGLY URGED TO CONSULT ITS OWN
LEGAL AND TAX ADVISORS REGARDING THE CONSEQUENCES OF SUCH AN INVESTMENT UNDER
ERISA AND SECTION 4975 OF THE CODE AND THE ABILITY TO MAKE THE REPRESENTATIONS
DESCRIBED ABOVE.
CERTAIN LEGAL INVESTMENT CONSIDERATIONS
Institutions the investment activities of which are subject to legal investment laws and regulations or to review
by certain regulatory authorities may be subject to restrictions on investments in the Offered Securities. Any such
institution should consult its legal advisors in determining whether and to what extent there may be restrictions on
its ability to invest in the Offered Securities. Without limiting the foregoing, any financial institution that is subject
to the jurisdiction of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the
Federal Deposit Insurance Corporation, the Office of Thrift Supervision, the National Credit Union Administration,
any state insurance commission, or any other federal or state agencies with similar authority should review any
applicable rules, guidelines and regulations prior to purchasing Offered Securities. Depository institutions should
review and consider the applicability of the Federal Financial Institutions Examination Council Supervisory Policy
Statement on Securities Activities, which has been adopted by the respective federal regulators.
None of the Issuer, the Co-Issuer, the Collateral Manager and the Placement Agent makes any representation as
to the proper characterization of the Offered Securities for legal investment or other purposes, or as to the ability of
particular investors to purchase Offered Securities for legal investment or other purposes or as to the ability of
particular investors to purchase Offered Securities under applicable investment restrictions. The uncertainties
described above (and any unfavorable future determinations concerning legal investment or financial institution
regulatory characteristics of the Offered Securities) may affect the liquidity of the Offered Securities. Accordingly,
all institutions the activities of which are subject to legal investment laws and regulations, regulatory capital
requirements or review by regulatory authorities should consult their own legal advisors in determining whether and
to what extent the Offered Securities are subject to investment, capital or other restrictions.
Without limiting the generality of the foregoing, none of the Issuer, the Co-Issuer, the Collateral Manager and
the Placement Agent makes any representation as to the characterization of the Offered Securities as a U.S. domestic
or foreign (non U.S.) investment under any state insurance code or related regulations, and they are not aware of any
published precedent that addresses such characterization. Although they are not making any such representation, the
Co-Issuers understand that the New York State Insurance Department, in response to a request for guidance, has
been considering the characterization (as U.S. domestic or foreign (non U.S.)) of certain collateralized debt
obligation securities co-issued by a non U.S. issuer and a U.S. co-issuer. There can be no assurance as to the nature
of any advice or other action that may result from such consideration. The uncertainties described above (and any
unfavorable future determinations concerning legal investment or financial institution regulatory characteristics of
the Offered Securities) may affect the liquidity of the Offered Securities.
PLAN OF DISTRIBUTION
The Co-Issuers and the Placement Agent will enter into a placement agency agreement (the "Placement
Agreement"), pursuant to which, on the terms and subject to the conditions contained therein, the Placement Agent
will agree to use its reasonable efforts to solicit offers to purchase Offered Securities. The Placement Agent will not
act as placement agent in connection with any sales of Offered Securities by the Co-Issuers or the Issuer, as the case
may be, to the Collateral Manager or its Affiliates. The Placement Agent or its affiliates may, but are not obligated
to, purchase any Offered Securities (including upon their initial issuance) pursuant to the Placement Agreement.
Any Offered Securities purchased by the Placement Agent may be sold by the Placement Agent.
The Offered Securities will be offered by the Placement Agent to prospective investors from time to time in
negotiated transactions at varying prices to be determined at the time of sale. The Offered Securities will be placed
by the Placement Agent, when, as and if issued, subject to prior sale, withdrawal, cancellation or modification of the
offer without notice, to the right of the Placement Agent to reject orders, in whole or in part, and to certain other
conditions, including, approval of certain legal matters by counsel.
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