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

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(o) Not more than 5.0% of the Principal Collateral Value will consist of Zero-Coupon Securities; (p) Not more than 5.0% of the Principal Collateral Value will consist of Step-Up Coupon Securities; (q) Not more than 5.0% of the Principal Collateral Value will consist of Collateral Debt Obligations that are the subject of Permitted Offers; (r) Not more than 7.5% of the Principal Collateral Value will consist of Collateral Debt Obligations that pay interest less frequently than quarterly; (s) Collectively, not more than 12.5% of the Principal Collateral Value will consist of (i) Zero-Coupon Securities, (ii) Step-Up Coupon Securities, (iii) PIK Securities and (iv) Collateral Debt Obligations that pay interest less frequently than quarterly; (t) Collectively, not more than 15.0% of the Principal Collateral Value will consist of (i) Synthetic Securities, (ii) Participations, (iii) Non-USD Debt Obligations, (iv) Collateral Debt Obligations that are subject to Securities Lending Agreements and (v) obligations of an obligor (excluding with respect to Structured Finance Securities, any obligor which is a Special Purpose Vehicle) organized under the laws of a non-U.S. jurisdiction; (u) Not more than 5.0% of the Principal Collateral Value will consist of Collateral Debt Obligations that are Structured Finance Securities; (v) Not more than 2.5% of the Principal Collateral Value will consist of CDO Securities; (w) Not more than 20.0% of the Principal Collateral Value will consist of Collateral Debt Obligations that are parts of issues with Original Issuance Amounts of less than U.S.$100,000,000; (x) Not more than 1.5% of the Principal Collateral Value will consist of Collateral Debt Obligations (or Participations therein) of the obligor of such Collateral Debt Obligation; provided that Collateral Debt Obligations (and Participations therein) of the top five obligors (by Principal Balance) may each represent up to 2.0% of the Principal Collateral Value; and provided, further, that this requirement will not apply to the acquisition of a Collateral Debt Obligation that is fully and unconditionally guaranteed as to the timely payment of principal and interest by the U.S. government or any agency or instrumentality thereof the obligations of which thereunder are backed by the full faith and credit of the United States of America; (y) Not more than 8.0% in Principal Collateral Value may be Collateral Debt Obligations that are issued by obligors that belong to any single Standard & Poor's Industry Classification Group (an "Industry Group"), except that (i) the largest Industry Group may represent up to 12.0% of the Principal Collateral Value and (ii) the next two largest Industry Groups may each represent up to 10.0% of the Principal Collateral Value; 15
(z) Not more than the percentage of the Principal Collateral Value listed in the first column below will consist of Collateral Debt Obligations that have been issued by Permitted Non-U.S. Obligors and/or by issuers principally located in the country or countries listed in the corresponding row in the second column below: % Limit Countries/Obligors 15.0% All of The Netherlands, the United Kingdom, Germany, Ireland, Sweden, Switzerland, Austria, Belgium, Denmark, Finland, France, Liechtenstein, Luxembourg, Norway, Spain, Greece, Italy, Portugal and Permitted Non-U.S. Obligors 10.0% Any of The Netherlands or the United Kingdom 15.0% All of The Netherlands and the United Kingdom 5.0% Any of Germany, Ireland, Sweden, Switzerland, Austria, Belgium, Denmark, Finland, France, Liechtenstein, Luxembourg, Norway, Spain or any Permitted Non-U. S. Obligor (except obligors principally located in Canada) 10.0% All of Germany, Ireland, Sweden, Switzerland, Austria, Belgium, Denmark, Finland, France, Liechtenstein, Luxembourg, Norway, Spain and Permitted Non-U.S. Obligors (except obligors principally located in Canada) 3.0% Any of Greece, Italy or Portugal 5.0% All of Greece, Italy and Portugal provided, however, clause (z) of this definition of Portfolio Profile Test will not apply to the acquisition of a Collateral Debt Obligation issued by a Special Purpose Vehicle; provided that, if such Collateral Debt Obligation is issued by a Special Purpose Vehicle that holds or references a single obligation, such clauses will apply (to the extent relevant) and will be applied (both for purposes of such acquisition as well as any other acquisition to which such clause applies) as if such obligation were the relevant Collateral Debt Obligation); (aa) Not more than 5.0% of the Principal Collateral Value will consist of Collateral Debt Obligations with a Moody's Rating of "Caa1" or below; (bb) Not more than 5.0% of the Principal Collateral Value will consist of Collateral Debt Obligations with a Standard & Poor's Rating of "CCC+" or below; (cc) Not more than 7.5% of the Principal Collateral Value will consist of Collateral Debt Obligations that are Triple-C Collateral Debt Obligations; 16
Page 1 and 2: Offering Subject Memorandum to Comp
Page 3 and 4: subsequent transferee will be requi
Page 5 and 6: ACCORDANCE WITH PART 6D.2 OF THE CO
Page 7 and 8: NOTICE TO RESIDENTS IN THE PROVINCE
Page 9 and 10: MUTUAL FUNDS, PORTFOLIO INVESTMENT
Page 11 and 12: THE OFFERED SECURITIES HAVE NOT BEE
Page 13 and 14: BENEFICIAL OWNERS OF SUCH OFFERED S
Page 15 and 16: Shares, the Issuer under the Prefer
Page 17 and 18: TABLE OF CONTENTS SUMMARY OF TERMS
Page 19 and 20: CAYMAN ISLANDS TAX CONSIDERATIONS..
Page 21 and 22: Issuer: ...........................
Page 23 and 24: Interest Reserve Account (to be app
Page 25 and 26: Counterparties as it may elect in i
Page 27 and 28: United States or any state thereof
Page 29 and 30: (iii) such calculation will not inc
Page 31 and 32: The "Reinvestment Overcollateraliza
Page 33: The foregoing descriptions are summ
Page 37 and 38: the proceeds of such sale may be re
Page 39 and 40: (v) the Weighted Average Rating Fac
Page 41 and 42: (6) to the payment of accrued and u
Page 43 and 44: (4) to the payment of the amounts r
Page 45 and 46: RISK FACTORS An investment in the O
Page 47 and 48: To the extent the requirements unde
Page 49 and 50: Preferred Shares. In the event of a
Page 51 and 52: Investments of the Issuer in securi
Page 53 and 54: Controlling Class are entitled to d
Page 55 and 56: the ability of the Co-Issuers to op
Page 57 and 58: Agency in rating the Notes or any r
Page 59 and 60: not directly benefit from the colla
Page 61 and 62: circumstances, the loaned Collatera
Page 63 and 64: Securities are entitled to vote, in
Page 65 and 66: As part of their regular business,
Page 67 and 68: Declaration of Trust). It is not an
Page 69 and 70: Carrie Bunton, Vice President Carri
Page 71 and 72: any Notes for any Interest Accrual
Page 73 and 74: Withholding Tax Obligations, in eac
Page 75 and 76: Payments on the Offered Securities
Page 77 and 78: state of the United States or any o
Page 79 and 80: payments except the portion thereof
Page 81 and 82: Intermediary; and (ii) all other ac
Page 83 and 84: Payment Sequence or (y) if, on the
Page 85 and 86:
payment of all amounts due from the
Page 87 and 88:
In order to ensure that the Issuer
Page 89 and 90:
3.0% Any of Greece, Italy or Portug
Page 91 and 92:
assigning Selling Institution shoul
Page 93 and 94:
The Class B Interest Coverage Test
Page 95 and 96:
Minimum Diversity Score Maximum Wei
Page 97 and 98:
Rating/Minimum Spread/Maximum WAL M
Page 99 and 100:
Moody's Recovery Rate for All Other
Page 101 and 102:
emaining for the payment of the Cla
Page 103 and 104:
(b) the Overcollateralization Tests
Page 105 and 106:
The "Required Sale Date" means, (a)
Page 107 and 108:
Principal Collection Account All pr
Page 109 and 110:
Agreement, or if any such Swap Agre
Page 111 and 112:
Account will be utilized to purchas
Page 113 and 114:
transfer of such amounts (except fo
Page 115 and 116:
(y) replace itself under the relate
Page 117 and 118:
denominated in the same Permitted C
Page 119 and 120:
Lending Counterparty so that the Se
Page 121 and 122:
agreed that if such purchaser is no
Page 123 and 124:
or bad faith on its part, arising o
Page 125 and 126:
and all other amounts payable under
Page 127 and 128:
federal, state, local or foreign in
Page 129 and 130:
elevant provisions of the Indenture
Page 131 and 132:
Co-Issuers of all other amounts due
Page 133 and 134:
holders of the Preferred Shares of,
Page 135 and 136:
Zhen Tao, Associate. Prior to joini
Page 137 and 138:
If the Collateral Management Agreem
Page 139 and 140:
Manager, the resigning or removed C
Page 141 and 142:
Manager certain reports, schedules
Page 143 and 144:
A U.S. Holder generally will recogn
Page 145 and 146:
CAYMAN ISLANDS TAX CONSIDERATIONS T
Page 147 and 148:
The Issuer intends to limit purchas
Page 149 and 150:
In the Placement Agreement, each of
Page 151 and 152:
any of their respective affiliates
Page 153 and 154:
Additional Restrictions No transfer
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EMPLOYEE BENEFIT PLAN SUBJECT TO TI
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AND IS NOT A QUALIFIED PURCHASER, A
Page 159 and 160:
warehouse facility (including the l
Page 161 and 162:
GLOSSARY "Accredited Investor" mean
Page 163 and 164:
such Floating Rate Collateral Debt
Page 165 and 166:
has decreased its spread over a Lon
Page 167 and 168:
"Defaulted Obligation" means for an
Page 169 and 170:
organized under the laws of the Uni
Page 171 and 172:
provides services; provided that U.
Page 173 and 174:
"Form-Approved Synthetic Security"
Page 175 and 176:
that the Collateral Manager may bas
Page 177 and 178:
affiliates have defaulted on any de
Page 179 and 180:
"Principal Balance" means with resp
Page 181 and 182:
disposition of Collateral Debt Obli
Page 183 and 184:
"Sale Proceeds" means with respect
Page 185 and 186:
ating if such rating is higher than
Page 187 and 188:
Aa1 15% 20% Aa2 10% 20% Aa3 7.5% 15
Page 189 and 190:
INDEX OF DEFINED TERMS $...........
Page 191 and 192:
Issuer Par Amount .................
Page 193 and 194:
USA PATRIOT Act....................
Page 195 and 196:
equirement for written certificatio
Page 197 and 198:
9. We understand that the Issuer, t
Page 199 and 200:
ANNEX B FORM OF PREFERRED SHARE ERI
Page 201 and 202:
(v) (vi) the proceeds of such sale,
Page 203 and 204:
EXHIBIT A Aggregate Industry Unit S
Page 205 and 206:
Standard & Poor's Industry Classifi
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Octagon Investment Partners IX, Ltd. JPMorgan - Irish Stock Exchange

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