UBS SECURITIES LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement • September 25th, 2017 • XAI Octagon Floating Rate & Alternative Income Term Trust • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of June 6, 2014, is by and between UBS Securities LLC (“UBS,” or “we”) and the party named on the signature page hereto (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accepted an AAU with respect to such O
CUSTODY AGREEMENTCustody Agreement • October 1st, 2018 • XAI Octagon Floating Rate & Alternative Income Term Trust • Delaware
THIS AGREEMENT is made and entered into as of the 26th day of September 2017, by and between XAI Octagon Floating Rate & Alternative Income Term Trust, a Delaware statutory trust (the “Fund”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).
XAI Octagon Floating Rate Alternative Income Term Trust Second Amended and Restated Agreement and Declaration of Trust Dated as of July 13, 2017Agreement and Declaration of Trust • July 18th, 2017 • XAI Octagon Floating Rate Alternative Income Term Trust • Delaware
SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of the 13th day of July, 2017, by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.
SUB-PLACEMENT AGENT AGREEMENT Foreside Fund Services, LLC Three Canal Plaza, Suite 100 Portland, Maine 04101Sub-Placement Agent Agreement • February 11th, 2022 • XAI Octagon Floating Rate & Alternative Income Term Trust • New York
UBS Securities LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGSMaster Selected Dealers Agreement • September 25th, 2017 • XAI Octagon Floating Rate & Alternative Income Term Trust • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of May 23, 2012, is by and between UBS Securities LLC (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).
DISTRIBUTION AGREEMENTDistribution Agreement • February 11th, 2022 • XAI Octagon Floating Rate & Alternative Income Term Trust • New York
This DISTRIBUTION AGREEMENT (this “Agreement”) made as of February 10, 2022 by and between XAI Octagon Floating Rate & Alternative Income Term Trust, a Delaware statutory trust (the “Fund”), and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”).
CHIEF COMPLIANCE OFFICER SERVICES AGREEMENTChief Compliance Officer Services Agreement • October 1st, 2018 • XAI Octagon Floating Rate & Alternative Income Term Trust
This Chief Compliance Officer Services Agreement (this “Agreement”) is effective as of September 26, 2017 (the “Effective Date”) by and between XAI Octagon Floating Rate & Alternative Income Term Trust (the “Trust”), and ALPS Fund Services, Inc. (“ALPS”), a Colorado corporation.
XAI Octagon Floating Rate & Alternative Income Term Trust [●] Common Shares of Beneficial Interest Par Value $0.01 Per Common Share UNDERWRITING AGREEMENTUnderwriting Agreement • September 25th, 2017 • XAI Octagon Floating Rate & Alternative Income Term Trust • New York
ADMINISTRATION AND FUND ACCOUNTING AGREEMENTAdministration and Fund Accounting Agreement • August 29th, 2023 • XAI Octagon Floating Rate & Alternative Income Term Trust • Delaware
This ADMINISTRATION AND FUND ACCOUNTING AGREEMENT (“Agreement”) is made as of August 28, 2023, between XAI Octagon Floating Rate & Alternative Income Term Trust, a Delaware Statutory Trust (the “Trust”), and Paralel Technologies LLC, a Delaware Limited Liability Company(the “Administrator”).
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • October 1st, 2018 • XAI Octagon Floating Rate & Alternative Income Term Trust • Delaware
INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of September 26, 2017 between XAI Octagon Floating Rate & Alternative Income Term Trust, a Delaware statutory trust (the “Trust”), and XA Investments LLC, a Delaware limited liability company (the “Adviser”).
PURCHASE AGREEMENTPurchase Agreement • February 2nd, 2024 • XAI Octagon Floating Rate & Alternative Income Trust • Delaware
THIS PURCHASE AGREEMENT (this “Agreement”) is entered into as of February 1, 2024, by and between XAI Octagon Floating Rate & Alternative Income Trust (formerly, XAI Octagon Floating Rate & Alternative Income Term Trust), a Delaware statutory trust (the “Trust”), and each purchaser identified on Appendix A hereto (each, a “Purchaser” and collectively the “Purchasers”).
INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • April 9th, 2024 • XAI Octagon Floating Rate & Alternative Income Trust • Delaware
INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”), dated as of April 3, 2024 (the “Effective Date”) among XAI Octagon Floating Rate & Alternative Income Trust, a Delaware statutory trust (the “Trust”), XA Investments LLC, a Delaware limited liability company (the “Adviser”), and Octagon Credit Investors, LLC, a Delaware limited liability company (the “Sub-Adviser”).
AGREEMENT AND DECLARATION OF TRUSTAgreement and Declaration of Trust • April 7th, 2017 • XAI Octagon Floating Rate Income & Credit Alternative Trust
AGREEMENT AND DECLARATION OF TRUST (this “Declaration”), dated as of April 4, 2017, by Theodore J. Brombach as sole trustee (the “Trustee”). The Trustee hereby agrees as follows:
ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENTAdministration, Bookkeeping And • October 1st, 2018 • XAI Octagon Floating Rate & Alternative Income Term Trust • Delaware
THIS AGREEMENT is made as of September 26, 2017, between XAI Octagon Floating Rate & Alternative Income Term Trust, organized as a Delaware statutory trust (the “Fund”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).
INVESTOR SUPPORT SERVICES AND SECONDARY MARKET SERVICES AGREEMENTInvestor Support Services And • October 1st, 2018 • XAI Octagon Floating Rate & Alternative Income Term Trust • Delaware
This Agreement is made as of September 26, 2017 by and between the XAI Octagon Floating Rate & Alternative Income Term Trust, a Delaware statutory trust (the “Trust”), and XA Investments, LLC, a Delaware limited liability company (“XAI”), relating to certain services to be provided by XAI to the Trust.
TRANSFER AGENCY AGREEMENTTransfer Agency Agreement • October 1st, 2018 • XAI Octagon Floating Rate & Alternative Income Term Trust • Delaware
THIS AGREEMENT made the 26th day of September, 2017, by and between, XAI OCTAGON FLOATING RATE & ALTERNATIVE INCOME TERM TRUST, a statutory trust organized under the laws of the State of Delaware, having its principal place of business at 321 N. Clark Street, Suite 2430, Chicago, Illinois 60654 (the “Fund”), and DST SYSTEMS, INC., a corporation organized and existing under the laws of the State of Delaware, having its principal place of business at 333 West 11th Street, 5th Floor, Kansas City, Missouri 64105 (“DST”):
PURCHASE AGREEMENTPurchase Agreement • November 7th, 2023 • XAI Octagon Floating Rate & Alternative Income Term Trust • Delaware
THIS PURCHASE AGREEMENT (this “Agreement”) is entered into as of November 6, 2023, by and among XAI Octagon Floating Rate & Alternative Income Term Trust, a Delaware statutory trust (the “Trust”), Eagle Point Credit Management LLC (“Eagle Point”) and each purchaser identified on Appendix A hereto (each, a “Purchaser” and collectively the “Purchasers”).
SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF XAI Octagon Floating Rate Alternative Income Term TrustXAI Octagon Floating Rate & Alternative Income Term Trust • January 25th, 2024
This Second Amendment (the “Amendment”) to the Second Amended and Restated Agreement and Declaration of Trust, dated July 13, 2017, as amended through the date hereof (as so amended, the “Declaration of Trust”), of XAI Octagon Floating Rate Alternative Income Term Trust, a Delaware statutory trust (the “Trust”), is made in accordance with Section 11.3 of the Declaration of Trust;
ContractXAI Octagon Floating Rate & Alternative Income Term Trust • December 14th, 2022
XAI Octagon Floating Rate & Alternative Income Term Trust (NYSE: XFLT) (the “Trust”) entered into a purchase agreement (the “Convertible Preferred Shares Purchase Agreement”) between the Trust, Eagle Point Credit Management LLC and the purchasers named therein (the “Purchasers”), in connection with the issuance and sale of 400,000 shares of the Trust’s 6.00% Series 2029 Convertible Preferred Shares, liquidation preference of $25.00 (the “Convertible Preferred Shares”), at a price equal to $23.25 per Convertible Preferred Share, in a transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 (the “Convertible Preferred Placement”).
AMENDMENT No. 1 to Transfer Agency AgreementTransfer Agency Agreement • March 26th, 2021 • XAI Octagon Floating Rate & Alternative Income Term Trust
This Amendment (this “Amendment”) to the Transfer Agency Agreement dated as of September 26, 2017 (the “Agreement”) is by and between DST Systems, Inc., a corporation organized and existing under the laws of the State of Delaware (“DST”) and XAI OCTAGON FLOATING RATE & ALTERNATIVE INCOME TERM TRUST, a statutory trust organized under the laws of the State of Delaware (“Fund”) is effective March 16, 2021 (“Effective Date”).
Amendment No. 3 to Administration, Bookkeeping and Pricing Services AgreementServices Agreement • March 26th, 2021 • XAI Octagon Floating Rate & Alternative Income Term Trust
This third amendment (the “Amendment”) between the parties signing below (“Parties”) amends the Existing Agreement as of March 16, 2021 (“Amendment Effective Date”):
CLOSED-END FUND DISTRIBUTION SERVICES AGREEMENTClosed-End Fund Distribution Services Agreement • September 25th, 2017 • XAI Octagon Floating Rate & Alternative Income Term Trust • New York
THIS CLOSED-END FUND DISTRIBUTION SERVICES AGREEMENT (this “Agreement”) is made, as of September 1, 2017 (the “Effective Date”), by and among First Dominion Capital Corp. (“FDCC”), Vision 4 Fund Distributors, LLC (“Vision”) and XA Investments LLC (the “Adviser”), relating to certain services to be provided by FDCC and Vision to the Adviser with respect to a proposed closed-end investment company, currently referred to as XAI Octagon Floating Rate & Alternative Income Term Trust (the “Fund”).
XAI Octagon Floating Rate & Alternative Income Term Trust Chicago, Illinois 60654Letter Agreement • September 9th, 2021 • XAI Octagon Floating Rate & Alternative Income Term Trust • Delaware
This letter agreement (this “Letter Agreement”) is being entered into in connection with the Purchase Agreement, dated as of September 8, 2021 (the “Purchase Agreement”), between XAI Octagon Floating Rate & Alternative Income Term Trust (the “Trust”) and each purchaser party thereto (each, a “Purchaser”) relating to the purchase of shares of the Trust’s 6.50% Series 2026 Term Preferred Shares, liquidation preference $25.00 per share (the “2026 Preferred Shares”). Eagle Point Credit Management LLC (“Eagle Point”) is the investment manager of each Purchaser. The Trust and Eagle Point do hereby agree:
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • September 25th, 2017 • XAI Octagon Floating Rate & Alternative Income Term Trust • New York
This agreement (the “Agreement”) is between XA Investments LLC (including any successor or assign by merger or otherwise, the “Adviser”), Octagon Credit Investors, LLC (including any successor or assign by merger or otherwise, the “Sub-Adviser,” and together with the Adviser, each a “Company, and collectively, the “Companies”) and Ladenburg Thalmann & Co. Inc. (“Ladenburg”) with respect to the XAI Octagon Floating Rate Income & Alternative Income Term Trust (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement among the Fund, the Adviser, the Sub-Adviser and the underwriters named therein (the “Underwriting Agreement”).
XAI Octagon Floating Rate & Alternative Income Trust Chicago, Illinois 60654XAI Octagon Floating Rate & Alternative Income Trust • February 2nd, 2024
Whereas, the parties desire to enter into this letter agreement (the “Letter Agreement”) in connection with the Purchase Agreement, dated as of February 1, 2024 (the “Purchase Agreement”), between XAI Octagon Floating Rate & Alternative Income Trust (formerly, XAI Octagon Floating Rate & Alternative Income Term Trust) (the “Trust”) and each purchaser party thereto (each, a “Purchaser”) relating to the purchase of common shares of beneficial interest, par value $0.01 per share, of the Trust (the “Common Shares”). Eagle Point Credit Management LLC (“Eagle Point”) is the investment manager of each Purchaser.
AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT BY-LAWS OF XAI OCTAGON FLOATING RATE ALTERNATIVE INCOME TERM TRUSTAgreement • September 25th, 2017 • XAI Octagon Floating Rate & Alternative Income Term Trust
This Amendment, dated as of August 31, 2017, to the Amended and Restated By-Laws (the “By-Laws”), dated as of July 31, 2017, are made and adopted pursuant to Section 3.9 of the Second Amended and Restated Agreement and Declaration of Trust of XAI Octagon Floating Rate & Alternative Income Term Trust (the “Trust”), dated as of July 13, 2017, as amended on August 31, 2017, and as from time to time amended.
AGREEMENTAgreement • September 25th, 2017 • XAI Octagon Floating Rate & Alternative Income Term Trust • New York
This agreement (the “Agreement”) is between XA Investments LLC (including any successor or assign by merger or otherwise, the “Adviser”), Octagon Credit Investors, LLC (including any successor or assign by merger or otherwise, the “Sub-Adviser,” and together with the Adviser, each a “Company, and collectively, the “Companies”) and [ ] (the “Underwriter”) with respect to the XAI Octagon Floating Rate Income & Alternative Income Term Trust (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement among the Fund, the Adviser, the Sub-Adviser and the underwriters named therein (the “Underwriting Agreement”).
AMENDMENT TO PURCHASE AGREEMENTAmendment to Purchase Agreement • February 27th, 2023 • XAI Octagon Floating Rate & Alternative Income Term Trust • Delaware
THIS AMENDMENT dated as of February 23, 2023 (this “Amendment”), to the Purchase Agreement dated as of June 28, 2022 (the “Agreement”), by and among XAI Octagon Floating Rate & Alternative Income Term Trust, a Delaware statutory trust (the “Trust”), Eagle Point Credit Management LLC (“Eagle Point”) and each of Eagle Point Defensive Income Fund US LP, EP DIF Cayman I LP, Eagle Point Defensive Income M LP, Eagle Point Defensive Income Fund NJ LP (each, a “Purchaser” and collectively the “Purchasers”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • September 25th, 2017 • XAI Octagon Floating Rate & Alternative Income Term Trust • New York
This agreement (the “Agreement”) is between XA Investments LLC (including any successor or assign by merger or otherwise, the “Adviser”), Octagon Credit Investors, LLC (including any successor or assign by merger or otherwise, the “Sub-Adviser,” and together with the Adviser, each a “Company, and collectively, the “Companies”) and UBS Securities LLC (“UBS”) with respect to the XAI Octagon Floating Rate Income & Alternative Income Term Trust (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement among the Fund, the Adviser, the Sub-Adviser and the underwriters named therein (the “Underwriting Agreement”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • September 25th, 2017 • XAI Octagon Floating Rate & Alternative Income Term Trust • New York
This agreement (the “Agreement”) is between XA Investments LLC (including any successor or assign by merger or otherwise, the “Adviser”), Octagon Credit Investors, LLC (including any successor or assign by merger or otherwise, the “Sub-Adviser,” and together with the Adviser, each a “Company, and collectively, the “Companies”) and Wedbush Securities Inc. (“Wedbush”) with respect to the XAI Octagon Floating Rate Income & Alternative Income Term Trust (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement among the Fund, the Adviser, the Sub-Adviser and the underwriters named therein (the “Underwriting Agreement”).
DISTRIBUTION AGREEMENTDistribution Agreement • June 5th, 2024 • XAI Octagon Floating Rate & Alternative Income Trust • New York
This DISTRIBUTION AGREEMENT (this “Agreement”) made as of June 4, 2024 by and between XAI Octagon Floating Rate & Alternative Income Trust, a Delaware statutory trust (the “Fund”), and Paralel Distributors LLC, a Delaware limited liability company (the “Distributor”).
Organizational and Offering Expenses AgreementOrganizational and Offering Expenses Agreement • September 25th, 2017 • XAI Octagon Floating Rate & Alternative Income Term Trust
Reference is made to the underwriting agreement dated September , 2017 (the “Underwriting Agreement”) among XAI Octagon Floating Rate & Alternative Income Term Trust, a Delaware statutory trust (the “Fund”), UBS Securities LLC, as representative of a group of underwriters (the “Underwriters”), XA Investments LLC (the “Adviser”) and Octagon Credit Investors, LLC (the “Sub-Adviser”), relating to a proposed underwritten public offering of common shares of beneficial interest, par value $0.01 per share (the “Common Shares”) of the Fund.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • September 25th, 2017 • XAI Octagon Floating Rate & Alternative Income Term Trust • New York
This agreement (the “Agreement”) is between XA Investments LLC (including any successor or assign by merger or otherwise, the “Adviser”), Octagon Credit Investors, LLC (including any successor or assign by merger or otherwise, the “Sub-Adviser,” and together with the Adviser, each a “Company, and collectively, the “Companies”) and National Securities Corporation (“NSC”) with respect to the XAI Octagon Floating Rate Income & Alternative Income Term Trust (the “Fund”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement among the Fund, the Adviser, the Sub-Adviser and the underwriters named therein (the “Underwriting Agreement”).
SUB-PLACEMENT AGENT AGREEMENT Paralel Distributors LLCSub-Placement Agent Agreement • June 5th, 2024 • XAI Octagon Floating Rate & Alternative Income Trust
From time-to-time Paralel Distributors LLC (the “Distributor”, “we” or “us”) will act as manager of registered at-the-market offerings by XAI Octagon Floating Rate & Alternative Income Trust, a Delaware statutory trust (the “Fund”), of up to 15,000,000 shares (the “Shares”) of beneficial interest, par value $0.01 per share, of the Fund (the “Common Shares”). In the case of such offerings, the Fund has agreed with the Distributor to issue and sell through the Distributor, as sales agent, the Shares (the “Distribution Agreement”).
CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF XAI OCTAGON FLOATING RATE ALTERNATIVE INCOME TERM TRUSTXAI Octagon Floating Rate & Alternative Income Term Trust • September 25th, 2017
WHEREAS, the Trustees of XAI Octagon Floating Rate Alternative Income Term Trust, a Delaware statutory trust (the “Trust”), have approved the amendment of the Trust’s Second Amended and Restated Agreement and Declaration of Trust, dated July 13, 2017 (the “Declaration of Trust”), in accordance with Section 11.3 thereof;
