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XA Investments LLC (“XAI”) SUBSCRIPTION SERVICE TERMS AND CONDITIONS

These XAI Subscription Service Terms and Conditions (the “Terms”) together with the applicable subscription order form or invoice (the “Order Form”, collectively with the Terms, the “Agreement”), set forth the terms and conditions governing the access to and use of the Service by the licensee entity set forth in the Order Form (the “Licensee”). The term “Service” means certain compiled data, content, and information, documentation, and functionality provided by XAI to Licensee through a subscription service and further described in the Order Form. The term “Order Form” includes any electronic order form made available to Licensee by XAI for the Service.

BY EITHER EXECUTING AN ORDER FORM THAT REFERENCES these terms OR ELECTRONICALLY ACCEPTING THIS AGREEMENT BY CLICKING A BOX INDICATING ACCEPTANCE, LICENSEE AGREES TO THE TERMS OF THIS AGREEMENT and REPRESENTS AND WARRANTS THAT (a) THEY ARE OF LEGAL AGE AND CAPACITY TO ENTER INTO A BINDING AGREEMENT; AND (b) IF LICENSEE IS A LEGAL ENTITY, THAT THEY HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS. IF LICENSEE DOES NOT AGREE WITH THE TERMS OF THE AGREEMENT, LICENSEE MAY NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

  1. ACCESS RIGHTS. During the Term, and subject to and conditioned on Licensee's payment of the applicable license fee and compliance with these Terms, XAI hereby grants Licensee a non-exclusive, non-sublicensable, and non-transferable right to access and use the Service solely for Licensee’s internal business purposes (the “Permitted Use”). Access to the Service may be subject to registration of a username and password by Licensee and its end users through XAI’s online registration systems. Licensee shall protect and keep confidential such access credentials and ensure that its end users do not share any access credentials with any other user or any other third party. Licensee is responsible for all activity occurring under such access credentials of Licensee and its end users.
  2. USE RESTRICTIONS. Except as provided herein, Licensee shall only use the Service for the Permitted Use and shall not disclose, release, distribute, or deliver the Service, or any contents, materials, or portion thereof, to any third party. Should Licensee wish to do any of the foregoing, Licensee may contact XAI to seek written permission for such use (which permission shall not be unreasonably withheld or delayed). Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Licensee shall not at any time, directly or indirectly: (a) copy, modify, or create derivative works of the Service, in whole or in part; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source of the underlying data or content or methods used to compile the Service, in whole or in part; (d) remove any proprietary notices included within the Service; or (e) use the Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. Licensee understands and agrees that any use of the Service outside the scope of the Permitted Use (or as otherwise prohibited under this Agreement), including but not limited to, any use requiring publication, distribution, or disclosure of any component of the Service by Licensee requires, in each case, the prior written consent of XAI and attribution to XAI.
  3. LICENSE FEES. Licensee shall pay XAI the fees set forth in the Order Form (“Subscription Fees”) in accordance with the Order Form. If Licensee fails to make any payment when due, in addition to all other remedies that may be available: XAI may charge interest on the past due amount at the highest rate permitted under applicable law; and/or suspend access to the Service until all past due amounts and interest thereon have been paid (without incurring any obligation or liability to Licensee or any other person by reason of such suspension).
  4. TERM; TERMINATION.

    1. Term. This Agreement will commence on the Effective Date as set forth in the Order Form and shall remain in force and effect and renew automatically as set forth in the Order Form the (“Term”) unless and until terminated by either party earlier in accordance with these Terms.
    2. Termination. Either party may terminate this Agreement by providing written notice of non-renewal to the other party at least thirty (30) days prior to the expiration of the Term. Either party may terminate this Agreement (including any Order Form), effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach. In addition, XAI may terminate this Agreement, effective immediately upon written notice to Licensee, if Licensee breaches any of the following Sections: 2 (“Use Restrictions”), Section 5 (“Intellectual Property”), or Section 6 (“Confidentiality”).
    3. Effect of Termination. Upon termination or expiration of this Agreement, the license granted herein will also terminate, and Licensee shall (a) cease using the Service, (b) delete, destroy, or return all Confidential Information of XAI; and (c) certify such return or destruction upon request by XAI. Except where otherwise indicated in this Agreement, no expiration or termination will affect Licensee's obligation to pay all Subscription Fees that may have become due before such expiration or termination or entitle Licensee to any refund. Any rights, obligations, or required performance of the parties in this Agreement which, by their express terms or nature and context are intended to survive termination or expiration of this Agreement, will survive any such termination or expiration, including the rights and obligations set forth in this Section 4.3, Section 3 and Sections 5-9.
  5. INTELLECTUAL PROPERTY RIGHTS.

    1. Licensee acknowledges and agrees that, as between XAI and Licensee, XAI owns and shall own all right, title, and interest, including any and all intellectual property rights thereto, the Service and the Confidential Information, and all of their component data, information and materials (and all copies thereof made by Licensee or its end users hereunder). Licensee further acknowledges that: (a) the Service is an original compilation protected by United States copyright laws; (b) XAI has dedicated substantial resources to collect, manage, and compile the Service and its component data, information and materials; and (c) the Service constitutes trade secrets of XAI. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property rights or other right, title, or interest in or to the Service. XAI reserves all rights not expressly granted to Licensee in this Agreement.
    2. Except as otherwise set forth in this Section, Licensee is, and shall be, the sole and exclusive owner of all right, title, all documents, work product, and other materials that are delivered to Licensee hereunder or prepared by or on behalf of XAI in the course of performing custom services (“Custom Services”) as described in the Custom Service Scope of Work of the applicable Order Form (“Deliverables”). To the extent that any of the Deliverables do not constitute a "work made for hire" as such is defined in the U.S. Copyright Act, XAI hereby irrevocably assigns all right, title, and interest in and to the Deliverables, including all intellectual property rights therein, to Licensee. Deliverables shall not include the documents, data, know-how, methodologies, software, and other materials provided or used by XAI in connection with the Custom Services to the extent that such materials were developed or otherwise acquired before or outside the scope of the Custom Services under this Agreement (which shall constitute “XAI Background IP”). XAI hereby grants Licensee a limited, irrevocable license to any XAI Background IP to the extent incorporated in, combined with, or otherwise necessary for the use of the Deliverables.
  6. CONFIDENTIALITY. Licensee and XAI acknowledge that, in connection with the performance of this Agreement, they may each receive or be exposed to proprietary or confidential information of the other party (together with the data, information and materials that are provide as part of the Service, the “Confidential Information”). The restrictions of this Section will not apply when, and to the extent that, Confidential Information (a) is publicly known at the time of a proposed disclosure without a breach of these Terms, (b) is provided on a non-confidential basis by a third party that is not itself under any confidentiality obligation with respect to the Confidential Information, (c) is previously known by the receiving party free of any obligation to keep it confidential, or (d) is independently developed by the receiving party without use of or reference to the Confidential Information. The parties will maintain and protect the confidentiality of the Confidential Information and will not disclose the Confidential Information or use it for any purpose not expressly authorized hereunder. The parties shall use reasonable legal, organizational, physical, administrative, and technical measures and security procedures to safeguard and ensure the security of the Confidential Information and to protect it from unauthorized access, disclosure, duplication, use, modification, or loss.
  7. INDEMNIFICATION. Licensee will indemnify and hold harmless XAI and its agents from and against any and all losses, liabilities, damages and claims, and all related costs and expenses (including without limitation reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties), arising from or in connection with Licensee’s negligence, willful misconduct, or breach of any representation or warranty under this Agreement Licensee’s or its end users’ use of the Service. Licensee will pay or reimburse all costs that may be incurred by XAI in enforcing this indemnity, including (without limitation) attorneys’ fees.
  8. DISCLAIMERS; LIMITATION OF LIABILITY.THE SERVICE IS PROVIDED "AS IS" AND ON AN “AS AVAILABLE” BASIS. XAI HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. XAI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. XAI MAKES NO WARRANTY OF ANY KIND AND ASSUMED NO OBLIGATION TO ENSURE THAT THE SERVICE, OR ANY DATA, INFORMATION AND MATERIALS, OR RESULTS OF ITS USE, WILL MEET LICENSEE'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, UP-TO-DATE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. LICENSEE UNDERSTANDS THAT THE SERVICE (AND ALL DATA, INFORMATION AND MATERIALS PROVIDED IN CONNECTION WITH THE SERVICE) ARE BEING PROVIDED FOR INFORMATIONAL PURPOSES ONLY. LICENSEE AGREES THAT XAI IS NOT PROVIDING THE SERVICE OR ANY SUCH DATA, INFORMATION OR MATERIALS AS, AND NO COMPONENT OF THE SERVICE SHALL NOT CONSTITUTE ANY, LEGAL, TAX, INVESTMENT, FINANCIAL OR OTHER PROFESSIONAL OR NON-PROFESSIONAL ADVICE. ALL USE OF THE SERVICE, AND SUCH DATA, INFORMATION AND MATERIALS IS AT LICENSEE’S SOLE RISK. IN NO EVENT WILL XAI BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER XAI WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL XAI'S AGGREGATE LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNTS PAID TO XAI UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
  9. MISCELLANEOUS. XAI may update or otherwise modify these Terms from time to time at its sole discretion; provided, however, that XAI shall provide Licensee with advance notice of material changes. The current version of the Terms as published at www.xainvestments.com shall be effective and shall supersede any prior versions. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising herefrom will operate or be construed as a waiver thereof. If any provision of this Agreement is held invalid by a court with jurisdiction over the parties to this Agreement, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement will remain in full force and effect. This Agreement does not appoint either party the agent of the other party, or create a partnership, joint venture or similar relationship between the parties, and neither party will have the power to obligate or bind the other party in any manner whatsoever. This Agreement will be governed by and construed under the laws of the State of Illinois, without reference to or application of the conflicts of law principles the application of which would cause the substantive laws of another jurisdiction to apply. Any and all disputes between the parties that cannot be settled by mutual agreement will be resolved solely and exclusively in the state and federal courts with jurisdiction over Chicago, Illinois. Any notice required or permitted by this Agreement shall be transmitted by personal service by hand, or certified mail, return receipt requested, to the other party at the applicable address set forth in the Order Form. This Agreement may not be assigned by Licensee without the express written approval of XAI. Licensee shall not, directly or indirectly, export, re-export, or release the Service or any component thereof to, or make the Service accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation.
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XFLT Board Urges Shareholders to Vote FOR Approval of King Street Sub-Adviser Ahead of August 6th Special Meeting


A Compelling Majority of Engaged Shareholders Voted “FOR” the King Street Sub-Adviser

Board’s Proposed Liquidity Plan Becomes Effective Upon Approval of The King Street Sub-Advisory Agreement

XFLT Asks Shareholders to Vote Today on the WHITE Proxy Card “FOR” the King Street Sub-Advisory Agreement

CHICAGO – August 3, 2026 – XAI Floating Rate & Alternative Income Trust (XFLT) (the “Fund”) urges shareholders to vote today on the WHITE proxy card “FOR” the long-term appointment of interim sub-adviser Rockford Tower Asset Management, L.L.C. (the “King Street Sub-Adviser”), a wholly owned subsidiary of King Street Capital Management, L.P. (“King Street”), ahead of the reconvened Special Meeting of Shareholders on August 6, 2026.

  • The King Street Sub-Adviser is serving as sub-adviser to XFLT pursuant to an interim contract, as of July 30, 2026. King Street is a leading global alternative asset manager with $30 billion in assets under management, a 30-year track record, and a proven CLO platform and broader investment capabilities.
  • Preliminary voting indicates that votes “FOR” the King Street Sub-Adviser by engaged shareholders would have approved the proposal on July 30th if not for the impact of shares voted to Abstain.
  • Voting today to approve the long-term appointment of the King Street Sub-Adviser effectuates implementation of the Board’s proposed liquidity plan, including an initial tender offer and a discount management program consisting of two contingent tender offers, occurring approximately 13 and 25 months after the completion of the initial tender offer.


The Board’s Proposal Is Gaining Support From Engaged Shareholders and Third Parties.
Preliminary voting has shown that more than two-thirds of engaged shareholders, excluding shares voted to Abstain, have voted in favor of the Board’s proposal, which has also gained support from prominent third parties. Two leading independent proxy advisory firms, Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co. LLC, each recommend voting “FOR” the Board’s proposal. In addition, a leading subscription-based investment group on Seeking Alpha recently published a recommendation for XFLT shareholders to vote “FOR” the Board’s proposal. 

Octagon Has Been Terminated as of July 30th and Has No Role in the Management of the Fund.
The terminated sub-adviser Octagon has no authority to implement their proposed plan. Octagon’s ideas regarding fees, governance, Fund structure and liquidity are not binding commitments, are not before shareholders for approval and cannot be implemented by Octagon. By contrast, approval of the Board’s proposal allows the Fund to continue with the King Street Sub-Adviser and move forward with the Board’s concrete shareholder liquidity program. A vote “AGAINST” does not implement any of Octagon’s ideas, nor would it return Octagon to the Fund.

Shareholders’ Vote Will Determine the Future of the Fund. Shareholders Should Vote Today “FOR” Approval of the King Street Sub-Advisory Agreement.

How to Vote:

The Board urges XFLT shareholders to follow recommendations from Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co. LLC (“Glass Lewis”), the leading independent proxy advisory firms, and vote “FOR” the King Street Sub-Adviser on the WHITE proxy card. Use one of the following options to vote:

  • By Internet: Visit the website listed on your WHITE proxy card, enter your control number and follow the simple on-screen instructions.
  • By Phone: Call the toll-free number listed on your WHITE proxy card.
  • By Mail: Sign and return the WHITE proxy card in the enclosed postage-paid envelope.


If you previously voted and want to change your vote to vote “FOR” the King Street Sub-Adviser, all you need to do is vote again following the instructions above. 

If you have any questions or need assistance voting your shares, please contact our proxy solicitation firm, Okapi Partners LLC, toll-free at (855) 305-0855 or by email at XAI@OkapiPartners.com. 

About XA Investments
XA Investments LLC is a Chicago-based firm founded by XMS Capital Partners in 2016. XAI serves as the investment adviser for two listed closed-end funds and an interval closed-end fund. In addition to investment advisory services, the firm also provides investment fund structuring and consulting services focused on registered closed-end funds to meet institutional client needs. XAI offers custom product build and consulting services, including product development and market research, marketing and fund management. XAI believes that the investing public can benefit from new vehicles to access a broad range of alternative investment strategies and managers. For more information, please visit www.xainvestments.com.

About King Street Capital Management
King Street is a global alternative investment firm founded in 1995 that manages $30 billion in assets across public and private markets. The firm marries rigorous fundamental research with tactical trading and differentiated sourcing capabilities to identify investment opportunities across asset classes, up and down the capital structure. For more information, please visit www.kingstreet.com. Follow King Street Capital Management on LinkedIn.

Forward-Looking Statements
This press release contains certain statements that may include “forward-looking statements.” Forward-looking statements can be identified by the words “may,” “will,” “intend,” “expect,” “estimate,” “continue,” “plan,” “anticipate,” and similar terms and the negatives of such terms. By their nature, all forward-looking statements involve risks and uncertainties, and actual results could differ materially from those contemplated by the forward-looking statements. Many factors that could materially affect the Fund’s actual results are the performance of the portfolio of securities held by the Fund, the conditions in the U.S. and international financial and other markets, the price at which Fund shares trade in the public markets and other factors. Although the Fund believes that the expectations expressed in such forward-looking statements are reasonable, actual results could differ materially from those expressed or implied in such forward-looking statements. The Fund’s future financial condition and results of operations, as well as any forward-looking statements, are subject to change and are subject to inherent risks and uncertainties. You are cautioned not to place undue reliance on these forward-looking statements, which are made as of the date of this press release. Except for the Fund’s ongoing obligations under the federal securities laws, the Fund does not intend, and the Fund undertakes no obligation, to update any forward-looking statement.

This press release shall not constitute an offer to sell or a solicitation to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer or solicitation or sale would be unlawful prior to registration or qualification under the laws of such state or jurisdiction.

Past performance is no guarantee of future results. An investment in the Fund involves risk, including the possible loss of principal. Investors should consider the Fund’s investment objectives, risks, charges, and expenses carefully before investing. Please refer to the Fund’s filings with the Securities and Exchange Commission for additional information.

Media Contact: 

XA Investments LLC
Kim Shepherd
Senior Consultant
kshepherd@xainvestments.com
312-623-5123
www.xainvestments.com

Prosek Partners
Pro-XAI@Prosek.com

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