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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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Non-Listed CEF Market Assets Reach Over $325 Billion in XA Investments’ Q3 2026 Update


Fund Launch Activity Remains Strong as Interval Funds, Private Equity Strategies,

and Specialty Structures Gain Momentum


CHICAGO, October 15, 2026 – XA Investments LLC, an alternative investment management and consulting firm, today announced the publication of its latest research report, the XAI Non-Listed Closed-End Fund Q3 2026 Market Update. The non-listed closed-end fund (CEF) market includes all interval and tender offer funds. The report covers market trends and recent developments for the period ended September 30, 2026, with expanded coverage on historical fund counts and market net flows.

“The interval and tender offer fund market reached $325 billion in total managed assets across nearly 350 funds,” stated Kimberly Flynn, president of XA Investments. “The $22 billion increase in managed assets during the third quarter of 2026 reflects broader investor participation and the continuing evolution of the evergreen product market for private wealth” she said.

The XA Investments market update is a comprehensive research report detailing current market trends and industry developments. This quarter’s report features extensive coverage of private equity and credit trends, shareholder liquidity, new fund launches, and proposed regulatory changes affecting the marketplace.

“Our research team continues to observe meaningful innovation across the marketplace, including the growing use of bonus share programs to incentivize early investment, and public and private market combination strategies,” Flynn said. “These developments illustrate how sponsors are adapting product design and distribution models to address a wider range of portfolio construction objectives,” she added.

Additionally, XA Investments is tracking closely the growth of evergreen “Specialty Structures,” continuously offered evergreen operating companies and registered private funds that offer periodic liquidity and are designed to be sold into the private wealth marketplace alongside interval and tender offer funds. XA Investments recently published a white paper covering the expansion of the Specialty Structure market, which can be found here. Notably, two new Specialty Structures, both sponsored by Goldman Sachs, launched in Q3 2026. Eight of the 28 structures, sponsored by KKR, Blackstone and Apollo, manage 80% ($47bn) of total assets, reflecting the concentration of first movers in Specialty Structures.

XA Investments observed sustained momentum in the third quarter with 342 total interval and tender offer funds and $325 billion in total managed assets. The market includes 193 interval funds with $178 billion in total managed assets, representing approximately 55% of total market assets, and 149 tender offer funds with $147 billion in total managed assets, representing the remaining 45%. Despite continued headwinds from the Credit category, market-wide assets increased 7.2% from the prior quarter.

There have been 45 new fund launches in 2026 as of September 30, 2026, with 16 new funds entering the market during Q3 2026. More than half (56%) of the launched funds are sponsored by firms that are new entrants, with the remaining 44% launched by existing sponsors. Funds launched in the past year spent around seven months in the SEC registration process, with a few outliers spending upwards of two years in the process ahead of launch.

“The SEC registration pipeline remains strong with 46 funds currently in registration,” Flynn noted. “At the moment, there are 24 existing fund sponsors looking to launch an additional fund, allowing them to fill gaps in their product lineups and address demand for different strategies and risk profiles. Interval and tender offer funds also continue to be attractive structures for accessing the private wealth channel with 22 new sponsors in the SEC registration process and 20 funds by new fund sponsors launched this year so far,” she added.

The market experienced positive net flows of approximately $10.5 billion in Q2 2026, which was a 5% decrease in flows quarter-over-quarter but still reflected continued investor demand for private market exposure. Venture Capital / Private Equity net flows exceeded Credit for the third quarter in a row, totaling $4.5 billion compared to Credit’s $1.5 billion. Specialty / Other funds had strong net flows at $2.9 billion, with the Coatue Innovative Strategies Fund representing 91% of the categories’ flows. While there were increased liquidity requests for Venture Capital / Private Equity funds and Credit funds in Q2 2026, the majority of funds continued to meet shareholder liquidity demands.

In the quarterly report, XA Investments also covers ongoing industry developments including proposed SEC reforms that could materially affect interval fund product design and distribution. “The SEC’s proposed interval fund modernization is an important development to watch. If adopted, the changes could give fund sponsors greater flexibility to align repurchase programs with their underlying investments and simplify the use of multiple share classes. We see an opportunity to support continued innovation while keeping liquidity management and clear investor disclosure at the center of the conversation,” Flynn said. The non-listed closed-end fund market is on track to meet fund launch and asset total targets and is expected to continue its strong positive momentum through the end of the year.

For more information on the interval fund market and to read our full quarterly report on non-listed CEFs, please visit the CEF Market research page linked here and click ‘Subscribe’ for access to XA Investments’ online research portal and pricing information. Please contact info@xainvestments.com or 888-903-3358 with questions.

About XA Investments
 XA Investments LLC (“XAI”) 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 two non-listed closed end funds, respectively the XAI Floating Rate & Alternative Income Trust, the XAI Madison Equity Premium Income Fund, XAI CLO & Income Opportunities Fund, and the Evanston Multi-Alpha 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.

CONTACT:
Kim Shepherd
kshepherd@xainvestments.com
312-623-5123

Notes: All information as of 9/30/2026 unless otherwise noted. Total managed assets is inclusive of leverage. The non-listed CEF market is subject to lags in reporting and limited data availability. Data such as asset levels, net flows, and performance are delayed up to 90 days after quarter-end and are not available for all funds. All data in the report is the most current available. Please contact our team if you have any questions about the non-listed CEF marketplace.

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