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

Securities are entitled to vote, including, without limitation, any vote in connection with an Optional Redemption.
See "The Collateral Management Agreement."
Octagon is majority-owned by its employees and minority-owned by certain other investors, including affiliates
of JPMorgan Partners LLC ("JPMorgan Partners"), the global private equity investment affiliate and an indirect
subsidiary of JPMorgan Chase & Co. ("JPMorgan Chase"), which affiliates own approximately 30% of Octagon's
equity. Notwithstanding that the activities of the Collateral Manager on behalf of the Issuer are managed by its
managing members independently of and conducted separately from the commercial banking, investment banking
and other activities of JPMorgan Chase and its affiliates, certain conflicts of interest with respect to the Issuer may
arise due to the other activities in which JPMorgan Chase and its affiliates engage. As part of their regular business,
JPMorgan Chase and its affiliates hold, purchase, sell and trade both for their respective accounts and for the
accounts of their respective clients, on a principal or agency basis, loans, securities and other investments and
financial instruments of all types and provide various financial, investment advisory and other services. A
JPMorgan Chase affiliate may own loans or securities of, act as an underwriter, agent, placement agent or dealer or
for or provide other commercial banking, investment banking, investment advisory or other services to, issuers of
Collateral Debt Obligations and may take positions, give advice and provide recommendations contrary to those
which may be taken by, given or provided to the Issuer and may hold interests potentially adverse to those of the
Issuer. In conducting their activities, JPMorgan Chase and its affiliates will be acting for their own accounts or for
the account of other clients and would be expected not to take into account the interests of the Issuer and might take
actions, including, but not limited to, restructuring an item of Collateral Debt Obligations, foreclosing on an item of
Collateral Debt Obligations, requiring additional collateral from an issuer, charging significant fees and interest to
the issuer, placing the issuer in bankruptcy, or demanding payment on an item of Collateral Debt Obligations
guarantee, that may be contrary to the interests of the Issuer and could adversely affect the prices of the Collateral
Debt Obligations or the ability of the Issuer to dispose of Collateral Debt Obligations, and otherwise create conflicts
of interest for the Issuer, each of which could have an adverse impact on the Issuer's performance.
The Collateral Manager may effect a substantial portion of portfolio transactions by the Issuer, to the extent
consistent with applicable law (including, without limitation, the Advisers Act), with or through its affiliates or other
accounts advised by it or any of its affiliates. The portfolio of Collateral Debt Obligations expected to be owned by
the Issuer on the Closing Date will include approximately U.S.$75,000,000 principal amount of Collateral Debt
Obligations consisting of loans that the Issuer purchased from Octagon Investment Partners III, Ltd. ("Octagon III"),
an arbitrage cash flow CDO managed by Octagon in connection with the optional redemption of the securities issued
by Octagon III and a material amount of Collateral Debt Obligations consisting of loans that the Issuer purchased
from JPMorgan Chase affiliates. Except for the foregoing purchases from Octagon III and JPMorgan Chase
affiliates, acquisitions of Collateral Debt Obligations and Eligible Investments (including any associated Equity
Securities) from and dispositions of Collateral Debt Obligations and Eligible Investments (including any associated
Equity Securities) to the Collateral Manager or any of its affiliates or any account or portfolio for which the
Collateral Manager or any of its affiliates serve as investment advisor will be effected on terms described under
"The Collateral Management Agreement—Affiliate Transactions" or will require the prior approval of the Issuer,
acting for this purpose at the direction or with the approval of a Majority of the Preferred Shares (excluding
Preferred Shares owned by the Collateral Manager or any affiliate of the Collateral Manager).
The Issuer Will Be Subject to Various Conflicts of Interest Involving the Placement Agent
Various potential and actual conflicts of interest may arise as a result of the investment banking, commercial
banking, asset management, financing and financial advisory services and products provided by JP Morgan Chase &
Co. and its Affiliates (including JPMorgan, JPMorgan Chase Bank, National Association ("JPMCB") and their
Affiliates, (each, a "JPMorgan Company" and together the "JPMorgan Companies")), to the Issuer, the Collateral
Manager, the issuers of the Collateral Debt Obligations and others, as well as in connection with the investment,
trading and brokerage activities of the JPMorgan Companies. The following briefly summarizes some of these
conflicts, but is not intended to be an exhaustive list of all such conflicts.
JPMorgan will serve as Placement Agent for the Offered Securities and will be paid fees and commissions for
such service by the Issuer from the proceeds of the issuance of the Offered Securities. One or more of the JPMorgan
Companies may from time to time hold Offered Securities for investment, trading or other purposes. The Issuer's
purchase of Collateral Debt Obligations that are loans prior to the Closing Date was financed through loans
borrowed from an affiliate of the Placement Agent. A portion of the proceeds of the offering of the Offered
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