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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 Proxy Vote Information

Learn more about how the King Street Sub-Adviser proposal will benefit all XFLT shareholders

The Board of Trustees of XFLT unanimously recommends that shareholders vote FOR the approval of the new investment sub-advisory agreement with the King Street Sub-Adviser on the WHITE proxy card.

What’s Happening?

The XAI Floating Rate & Alternative Income Trust (XFLT, the “Fund”) will hold a Special Meeting of Shareholders on July 30, 2026. At the meeting, shareholders will be asked to approve a new investment sub-advisory agreement between the Fund and Rockford Tower Asset Management, L.L.C. (“King Street Sub-Adviser”), a wholly owned subsidiary of King Street Capital Management, L.P. (“King Street”).

As a shareholder of the Fund, you are entitled to submit a vote for the upcoming Special Meeting or any adjourned meeting.

Your vote is important — please review the materials below and submit your vote as soon as possible.

How Can I Submit My Vote?

By Internet

Vote online using the control number included on your WHITE proxy card or the voting instruction form you received by mail or email.

By Phone

Call the toll-free number listed on your WHITE proxy card and follow the recorded instructions to submit your vote.

By Mail

Sign, date, and return your WHITE proxy card using the postage-paid envelope provided.

Vote Now via Okapi Partners

Frequently Asked Questions

Why did the Board select the King Street Sub-Adviser to be the new sub-adviser for XFLT?

The Board had a fiduciary responsibility to protect shareholders from Octagon’s persistent underperformance at XFLT. Therefore, it commenced a comprehensive process to identify a qualified sub-adviser that could improve future shareholder outcomes.

The Board selected the King Street Sub-Adviser due to a number of factors, including:

  • The strength of King Street’s CLO business.
  • King Street’s deep bench of investment talent.
  • The King Street Sub-Adviser’s ability to execute the Fund’s strategy in a more dynamic manner, including across U.S. and European CLO debt and equity assets, within the Fund’s stated investment objective.

XA Investments and the Board firmly believe the King Street Sub-Adviser is better positioned to improve performance, support stronger distributions over time and help unlock greater value for shareholders.

How poor was XFLT’s performance under Octagon?

The results were significant. As of March 31, 2026:

  • XFLT underperformed its benchmark by -19.09% over one year.
  • XFLT also underperformed over the three-year, five-year and since-inception periods.
  • XFLT’s NAV per share declined approximately -54%, which implies $406.7 million of current-share-equivalent NAV-per-share erosion.

In addition, recent developments affirm that the Board was right to be concerned. Beyond XFLT, Octagon’s own CLO portfolio has suffered seven CLO defaults in 2026.

What are the benefits to XFLT shareholders if the Proposal is approved?

The Board believes that the approval of the King Street Sub-Adviser agreement will provide a number of benefits that will help improve the Fund’s performance over time:

  • Potential for increased distributions and improved performance over time.
  • Expanded opportunity set—more varied investment opportunities in different parts of the U.S. and European credit market.
  • A qualified manager that is a wholly owned subsidiary of King Street, which has an institutional track record of skill and experience investing in the U.S. and global credit markets with investment professionals based in the U.S., London, Singapore and Dubai.
  • Dynamic management between different and potentially new opportunities in the credit market in a timely manner.

Who is the King Street Sub-Adviser?

Founded in 1995, King Street is a leading global alternative asset manager that, along with its affiliates, manages $30 billion assets across multiple segments of the public and private markets.

King Street’s CLO platform includes:

  • 20 U.S. CLOs
  • 9 European CLOs
  • Approximately $12 billion in CLO assets under management.

Rockford Tower Asset Management, L.L.C., the proposed sub-adviser for XFLT, is a wholly owned subsidiary of King Street.

Will there be changes to the Fund’s management fees borne by shareholders?

No. The Trust will continue to pay XA Investments the current 1.7% investment advisory fee. The Trust’s management fees and expenses will NOT increase and shareholders will NOT pay any higher fees because of this change.

Is it true that Octagon proposed a fee reduction?

Not exactly. After its termination, Octagon submitted a proposal to the Board to replace XA Investments as the Fund’s adviser.

In other words, Octagon was asking for a promotion and a raise. Octagon wanted to move up from sub-adviser to Fund manager, assume greater responsibility and receive greater compensation—all while continuing to manage your assets using the same investment decisions that failed to deliver results.

In the Board’s view, rewarding an underperforming manager with expanded responsibilities would have been imprudent, highly unusual and contrary to the Board’s fiduciary duty to act in shareholders’ best interests.

If I vote against the proposal, would my fees go down?

No. This vote will have no impact on fees. Voting “AGAINST” will not reduce your fees.

This is not the vote before shareholders. This vote is about approving the qualified King Street Sub-Adviser, which the Board believes may help enhance distributions and performance over time.

What will happen if shareholders do not approve the King Street Sub-Advisory Agreement?

Octagon will not be reinstated as sub-adviser even if shareholders vote against the approval of the King Street Sub-Adviser and XA Investments will continue to serve as the Fund’s adviser.

Beginning July 30th, the King Street Sub-Adviser can serve on an interim basis for up to 150 days pending shareholder approval. Beyond that, the Fund will likely endure a period of prolonged limbo and uncertainty. The Board will take such actions with respect to the management of the Fund as it deems in the best interests of the Fund, which may involve beginning a new search for an equally qualified sub-adviser.

The Board urges you to vote “FOR” on the WHITE Card to avoid potential disruption to your Fund’s operations.

How do I vote my shares?

The Board urges you to vote “FOR” on the WHITE 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 enclosed WHITE proxy card in the enclosed postage-paid envelope.

Press Releases | News Articles

07/17/2026The XFLT Proxy Contest: What XFLT Shareholders Need to Know07/16/2026XFLT Sets the Record Straight on Benefits of the Sub-Adviser Proposal07/16/2026XFLT Shareholder Letter Rebuts Octagon's Claims and Reinforces the Board’s Recommendation to Approve the King Street Sub-Advisory Agreement07/14/2026Ignites Covers XFLT Proxy Contest and Board-Led Transition Process07/13/2026XAI Releases an Investor Presentation on the King Street Transition07/13/2026XAI Issues Letter to XFLT Shareholders06/30/2026XFLT & OCTIX Webinar: Important Fund Updates06/23/2026XAI Files Definitive XFLT Proxy Statement

Additional Information for XFLT Shareholders

Letter to XFLT Shareholders #1Letter to XFLT Shareholders #2Frequently Asked QuestionsDefinitive Proxy StatementProposal SummaryInvestor Presentation

All filings related to this matter are available on the SEC’s EDGAR system at sec.gov.

Who is 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.

View Firm Overview

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

The Fund has filed a proxy statement and other proxy materials with the Securities and Exchange Commission (“SEC”) in connection with the matters described herein. The definitive proxy statements have been mailed to shareholders of the Fund. Investors are urged to read the proxy materials and any other relevant documents filed or to be filed with the SEC carefully because they contain or will contain important information about the proposals discussed herein. Free copies of the proxy statements and other proxy materials are or will be available on the SEC’s website at www.sec.gov.

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