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

RISK FACTORS
An investment in the Offered Securities involves certain risks. Prospective investors should carefully consider
the following factors, in addition to the matters set forth elsewhere in this Offering Memorandum, prior to investing
in the Offered Securities.
There are Risks Relating to the Offered Securities
The Offered Securities Will Have Limited Liquidity; The Offered Securities Are Subject to Substantial Transfer
Restrictions
Currently, no market exists for the Offered Securities. The Placement Agent is under no obligation to make a
market for the Offered Securities. There can be no assurance that any secondary market for any of the Offered
Securities will develop, or if a secondary market does develop, that it will provide the holders of the Offered
Securities with liquidity of investment or will continue for the life of the Offered Securities. Consequently, a
purchaser of Offered Securities must be prepared to hold the Offered Securities until their Stated Maturity or the
liquidation of the Issuer, as applicable. In addition, the Offered Securities are subject to certain transfer restrictions
and can only be transferred to certain transferees as described herein under "Transfer Restrictions." As described
herein, the Issuer may, in the future, impose additional restrictions to comply with changes in applicable law. Such
restrictions on the transfer of the Offered Securities may further limit their liquidity. The Offered Securities will not
be registered under the Securities Act or any state securities laws, and the Co-Issuers have no plans, and are under
no obligation, to register the Offered Securities under the Securities Act. Application has been made to Irish
Financial Services Regulatory Authority, as competent authority under Directive 2003/71/EC, for the Prospectus to
be approved. Application has been made to admit the Notes to the Official List of the Irish Stock Exchange and
trading on its regulated market. There can be no assurance that any such admission will be granted or maintained.
The Placement Agent Will Have No Ongoing Responsibility for the Collateral or the Actions of the Collateral
Manager or the Issuer
The Placement Agent will have no obligation to monitor the performance of the Collateral or the actions of the
Collateral Manager or the Issuer and will have no authority to advise the Collateral Manager or the Issuer or to
direct their actions, which will be solely the responsibility of the Collateral Manager and/or the Issuer, as the case
may be. If the Placement Agent acts as Hedge Counterparty, Synthetic Security Counterparty or Securities Lending
Counterparty or owns Offered Securities, it will have no responsibility to consider the interests of any holders of
Offered Securities in actions it takes in such capacities. While the Placement Agent may own Offered Securities at
any time, they have no obligation to make any investment in any Offered Securities and may sell at any time any
Offered Securities they do purchase.
The Notes Are Limited Recourse Obligations of the Co-Issuers and the Preferred Shares Are Equity Interests in
the Issuer; Investors Must Rely on Available Collections from the Collateral Debt Obligations and Will Have No
Other Source for Payment
The Class A Notes, the Class B Notes and the Class C Notes are limited recourse obligations of the Co-Issuers
and the Preferred Shares are unsecured equity interests in the Issuer; therefore, the Offered Securities are payable
solely from the Collateral Debt Obligations and all other Collateral. None of the Trustee, the Preferred Share Paying
Agent, the Collateral Manager, the Placement Agent, the Administrator, or any of their respective affiliates or the
Co-Issuers' affiliates or any other person or entity will be obligated to make payments on the Offered Securities.
Consequently, holders of the Offered Securities must rely solely on distributions on the Collateral for payments on
the Offered Securities. If distributions on such Collateral are insufficient to make payments on the Offered
Securities, no other assets (in particular, no assets of the Collateral Manager, the holders of the Offered Securities,
the Placement Agent, the Trustee, the Preferred Share Paying Agent, the Administrator, or any affiliates of any of
the foregoing) will be available for payment of the deficiency and all obligations of the Co-Issuer or Issuer, as
applicable, and any claims against the Co-Issuer or Issuer, as applicable, in respect of the Offered Securities will be
extinguished and will not revive.
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