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

Declaration of Trust). It is not anticipated that any distribution will be made while any Note is outstanding.
Following the Termination Date, the Share Trustee will wind up the trust and make a final distribution to charity.
The Share Trustee has no beneficial interest in, and derives no benefit (other than its fee for acting as Share Trustee)
from, its holding of the Ordinary Shares.
The Notes are limited-recourse debt obligations only of the Co-Issuers and the Preferred Shares are unsecured
equity interests in the Issuer and are not obligations of the Trustee, the Administrator, the Collateral Manager, the
Placement Agent, or any of their respective affiliates or any directors or officers thereof or any other person or entity
(other than the Co-Issuers) or the directors of the Co-Issuers.
Capitalization
The initial capitalization, including indebtedness, of the Issuer as of the Closing Date, after giving effect to the
issuance of the Offered Securities and the shares of the Issuer, is expected to be as follows:
Class A-1 Notes $ 300,000,000
Class A-2 Notes $ 14,000,000
Class B Notes $ 20,000,000
Class C Notes $ 21,200,000
Total Debt $ 355,200,000
Preferred Shares $ 44,800,000
Ordinary Shares (a) $ 250
Total Equity $ 44,800,250
Total Capitalization $ 400,000,250
(a) The proceeds of the issuance of the ordinary shares are not included in the Collateral.
As of the Closing Date and after giving effect to the issuance of the Issuer's Ordinary Shares and Preferred
Shares, the authorized share capital of the Issuer will be 250 Ordinary Shares with a par value of U.S.$1.00 per share
and 44,800 Preferred Shares with a par value of U.S.$0.01 per share, all of which have been issued and are
outstanding.
On or before the Closing Date, the Co-Issuer will have issued limited liability company membership interests in
the amount of U.S.$250 (the "Co-Issuer Equity"), which will not be pledged to secure the Notes, and the Co-Issuer
will have no other assets other than the Co-Issuer Equity and will have no debt other than as the co-issuer of the
Notes. The Co-Issuer will not receive any funds from the Issuer. The Co-Issuer will not co-issue the Preferred
Shares.
Because the Co-Issuer has no material assets, and is not permitted to acquire any additional assets, the holders
of the Notes will not be able to enforce the obligations under the Notes against any assets of the Co-Issuer. The
holders of the Notes must rely on the Collateral held by the Issuer and pledged to the Trustee for payment of such
Notes in accordance with the Priority of Payments.
The Co-Issuer will not have any claim against the Issuer in respect of any of the Collateral.
Other than financing and other arrangements entered into in connection with the acquisition of legal title to
certain Collateral Debt Obligations in anticipation of the closing of the transactions contemplated herein on the
Closing Date and the financing and collateral arrangements contemplated herein, neither the Issuer nor the Co-Issuer
has, as of the date of this Offering Memorandum, any outstanding loans, borrowings or other indebtedness in the
nature of borrowings or mortgages or other charges.
Business
The Co-Issuers have been formed as special-purpose vehicles for the issuance of the Notes and the Preferred
shares, as applicable, and related activities. The Co-Issuers will agree in the Indenture not to undertake any business
other than the issuance of the Notes and, in the case of the Issuer, the Preferred Shares, the ownership of the
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