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

Non-Compliance with Restrictions on Ownership of the Offered Securities or with the United States Investment
Company Act Could Adversely Affect the Issuer
Neither the Issuer nor the Co-Issuer has registered with the United States Securities and Exchange Commission
("SEC") as an investment company pursuant to the Investment Company Act, in reliance on an exception under
Section 3(c)(7) of the Investment Company Act for investment companies (a) whose outstanding securities are
beneficially owned only by "qualified purchasers" and "knowledgeable employees" and certain transferees thereof
identified in Rules 3c-5 and 3c-6 under the Investment Company Act and (b) which do not make a public offering of
their securities in the United States.
If the SEC or a court of competent jurisdiction were to find that the Issuer or the Co-Issuer is required, but in
violation of the Investment Company Act had failed, to register as an investment company, possible consequences
include, but are not limited to, the following: (i) the SEC could apply to a district court to enjoin the violation;
(ii) investors in the Issuer and the Co-Issuer could sue the Issuer and the Co-Issuer and recover any damages caused
by the violation; and (iii) any contract to which the Issuer and/or the Co-Issuer is party that is made in violation of
the Investment Company Act or whose performance involves such violation would be unenforceable by any party to
the contract unless a court were to find that under the circumstances enforcement would produce a more equitable
result than non-enforcement and would not be inconsistent with the purposes of the Investment Company Act. In
addition, such a finding would constitute an Event of Default under the Indenture. Should the Issuer or the
Co-Issuer be subjected to any or all of the foregoing, the Issuer and the Co-Issuer would be materially and adversely
affected.
Book-Entry Holders Are Not Considered Holders Under the Indenture
Holders of beneficial interests in any Notes held in global form will not be considered holders of such Notes
under the Indenture. After payment of any interest, principal or other amount to DTC, neither the Issuer nor the Co-
Issuer will have any responsibility or liability for the payment of such amount by DTC or to any holder of a
beneficial interest in a Note. DTC or its nominee will be the sole holder for any Notes held in global form, and
therefore each person owning a beneficial interest in a Note held in global form must rely on the procedures of DTC
(and if such person is not a participant in DTC on the procedures of the participant through which such person holds
such interest) with respect to the exercise of any rights of a holder of a Note under the Indenture.
Anti-Money Laundering Provisions
The Uniting and Strengthening America By Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (the "USA PATRIOT Act"), signed into law on and effective as of October 26, 2001,
imposes anti-money laundering obligations on different types of financial institutions, including banks, broker
dealers and investment companies. The USA PATRIOT Act requires the Secretary of the United States Department
of the Treasury (the "Treasury") to prescribe regulations to define the types of investment companies subject to the
USA PATRIOT Act and the related anti-money laundering obligations. It is not clear whether Treasury will require
entities such as the Issuer to enact anti-money laundering policies. It is possible that Treasury will promulgate
regulations requiring the Co-Issuers or the Collateral Manager or other service providers to the Co-Issuers, in
connection with the establishment of anti-money laundering procedures, to share information with governmental
authorities with respect to investors in the Offered Securities. Such legislation and/or regulations could require the
Co-Issuers to implement additional restrictions on the transfer of the Offered Securities. As may be required, the
Issuer reserves the right to request such information and take such actions as are necessary to enable it to comply
with the USA PATRIOT Act.
Investors Will Indirectly Bear Expenses of the Issuer
Through their investment in the Offered Securities, investors bear the cost of the Base Collateral Management
Fee, Subordinated Collateral Management Fee and Collateral Management Incentive Fee and other expenses
described in this Offering Memorandum. In the aggregate, these fees and expenses may be greater than if an
investor were directly to make investments identical to the Collateral Debt Obligations. Payment of any taxes and
filing and registration fees is required to be payable before any of the other amounts owed by the Co-Issuers. In
addition, Interest Proceeds and Principal Proceeds are required to be available for the payment of expenses in
accordance with the Priority of Payments. If funds are not sufficient to pay the expenses incurred by the Co-Issuers,
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