FORM OF TRANSFER AGENCY AND SERVICES AGREEMENT

Exhibit (k)(i)

FORM OF TRANSFER AGENCY AND SERVICES AGREEMENT

THIS AGREEMENT is made as of [DATE], between Octagon XAI CLO Income Fund, organized as a Delaware statutory trust (the “Trust”), and Paralel Technologies LLC, a Delaware limited liability company (“Paralel”).

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as a closed-end, registered investment company, operating as an interval fund pursuant to Rule 23c-3 of the 1940 Act;

WHEREAS, Paralel provides certain transfer agency services to registered investment companies; and

WHEREAS, the Trust desires to appoint Xxxxxxx as its transfer agent, dividend disbursing agent and agent in connection with certain other activities, and Paralel desires to accept such appointment.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows.

Paralel Appointment and Duties.

The Trust hereby appoints Paralel to provide the transfer agent and other specified services set forth in Appendix A hereto, as amended from time to time, upon the terms and conditions hereinafter set forth. Paralel hereby accepts such appointment and agrees to furnish such specified services. Paralel shall for all purposes be deemed to be an independent contractor and shall, except as otherwise expressly authorized in this Agreement, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

Paralel may employ or associate itself with a person or persons or organizations as Paralel believes to be desirable in the performance of its duties hereunder; provided that, in such event, the compensation of such person or persons or organizations shall be paid by and be the sole responsibility of Paralel, and the Trust shall bear no cost or obligation with respect thereto; and provided further that Paralel shall not be relieved of any of its obligations under this Agreement in such event and shall be responsible for all acts of any such person or persons or organizations taken in furtherance of this Agreement to the same extent it would be for its own acts.

Paralel Compensation; Expenses.

In consideration for the services to be performed hereunder by Xxxxxxx, the Trust shall pay Paralel the fees listed in Appendix B hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the services to be performed by Paralel under this Agreement are based on information provided by the Trust and such fees are subject to renegotiation between the parties to the extent such information is determined to be materially different from what the Trust originally provided to Paralel, as reasonably determined by Xxxxxxx. On January 1 of each year, all fees set forth in Appendix B or otherwise in this Agreement shall be increased by a cost of living adjustment equal to the greater of (i) three percent (3%) or (ii) the percentage increase in the Consumer Price published by the Bureau of Labor and Statistics of the United States Department of Labor, for the geographic location Denver-Aurora-Lakewood, CO region for the twelve-month period ending with the latest published month preceding January 1^st (the “CPI”). Paralel will provide notice to the Trust of the amount of such any such CPI adjustment at or prior to its implementation. Any CPI adjustment not charged in any given year may be included in prospective CPI fee adjustments in future years.

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Paralel will bear all expenses in connection with the performance of its services under this Agreement, except as otherwise provided herein or in Appendix B. Paralel will not bear any of the costs of Trust personnel or Trust expenses unrelated to the performance of the services described herein. All Trust expenses incurred shall be borne by the Trust or the Trust’s investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred shares; expenses of conducting repurchase offers for the purpose of repurchasing Trust shares; administrative and accounting expenses; custodial expenses; interest; Trust directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory fees; insurance premiums; fidelity bond premiums; Trust and investment advisory related legal expenses; costs of maintenance of Trust existence; printing and delivery of materials in connection with meetings of the Trust’s directors; printing and mailing of shareholder reports, prospectuses, statements of additional information, other offering documents, supplements, proxy materials, and other communications to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission (the “SEC”).

The Trust agrees to pay all amounts due hereunder within thirty (30) days of receipt of each invoice. Except as provided in Appendix B, Paralel shall bill Service fees monthly, and out-of-pocket expenses as incurred (unless prepayment is requested by Paralel). Any invoices not paid within thirty (30) days of the invoice date are subject to a one percent (1%) per month financing charge on any unpaid balance to the extent permitted by law.

Right to Receive Advice.

Advice of the Trust and Service Providers. If Paralel is in doubt as to any action it should or should not take, Paralel may request directions, advice or instructions from the Trust or the Trust’s investment adviser or, as applicable, the Trust’s custodian or other service providers.

Advice of Counsel. If Xxxxxxx is in doubt as to any question of law pertaining to any action it should or should not take, Xxxxxxx may request advice from counsel of its own choosing (who may be counsel for the Trust, the Trust’s investment adviser, or Paralel, at the option of Paralel). Should Paralel use its own legal counsel, it will be responsible for its expense.

Conflicting Advice. In the event of a conflict between directions, advice or instructions Paralel receives from the Trust or any authorized service provider on behalf of the Trust and the advice Paralel receives from counsel, the Trust and Paralel shall mutually agree upon the directions, advice or instructions to follow. Upon request, Paralel will provide the Trust with a copy of the advice of counsel received pursuant to Section 3(b).

Standard of Care; Limitation of Liability; Indemnification.

Paralel shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement, including with regard to the processing of investments checks with the conditions set forth in the applicable Portfolio’s prospectus.

In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard by Paralel in the performance of its duties, obligations or responsibilities set forth in this Agreement, Paralel and its affiliates, including their respective officers, directors, agents and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims, losses, damages, penalties, actions, suits, judgments and liabilities (collectively, a “Loss” or “Losses”) (including, without limitation, reasonable attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from the following:

the inaccuracy of factual information furnished to Paralel by the Trust, the Trust’s investment adviser or custodian or any third party on behalf of the Trust;

ii.

any reasonable error of judgment or mistake of law of Paralel related to any loss suffered by the Trust in connection with the matters to which this Agreement relates;

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iii.

Xxxxxxx’s reliance on any instruction, direction, notice, instrument or other information provided by the Trust, the Trust’s investment adviser or custodian or any authorized third party on behalf of the Trust, or on behalf of a shareholder of the Trust, that Paralel reasonably believes to be genuine;

iv.

failure to satisfy requests to cancel or amend payment orders, or to detect any erroneous payment order;

lost interest with respect to the refundable amount of an unauthorized payment order;

vi.

loss of data or service interruptions caused by equipment failure (provided that, if such equipment is under Paralel’s control, reasonable care has been taken to maintain such equipment); or

vii.

any other action or omission to act which Xxxxxxx takes in connection with the provision of Services to the Trust.

Without limiting the generality of the foregoing, any Loss incurred by any party to the Agreement, or any other party, including a current or former Trust shareholder, as a result of fraud, mistake or error by a Shareholder or other person ("Fraud Loss"), shall, as between Paralel and the Trust, be the responsibility and liability of the Trust, if in connection with all related purchase, repurchase and/or redemption transactions, Paralel either complied materially with its written procedures applicable to such transactions ("Applicable Procedures"), or otherwise operated without willful misfeasance, bad faith, gross negligence or reckless disregard.

Paralel shall indemnify and hold harmless the Trust, the Trust’s investment adviser (and sub-adviser, if applicable) and their respective officers, trustees, directors, agents and employees from and against any and all Losses (including, without limitation, attorneys’ fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from Xxxxxxx’s willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of its duties, obligations or responsibilities set forth in this Agreement, except, in each case, to the extent that the Loss also arose from the Trust’s (or agent of the Trust’s) willful misfeasance, bad faith, negligence or reckless disregard

Notwithstanding anything in this Agreement to the contrary, neither party shall be liable under this Agreement to the other party hereto, or to any other party, for any punitive, consequential, special or indirect Losses or damages. Paralel’s maximum aggregate cumulative liability to the Trust and all persons or entities making a claim related to this Agreement, considered as a whole, for all loss, cost, expense, damages and liabilities under this Agreement, the recovery of which is not excluded by another provision of this Agreement, shall not exceed the amount of professional liability insurance or other applicable insurance maintained by Paralel applicable to such claim. Paralel agrees that, in the event of any reduction in the amount of professional liability insurance (or other applicable insurance) maintained by Paralel, Paralel must provide notification to the Trust of such reduction for it to be effective to be applicable to this section and any such adjustment must be made consistent with the warranties set forth in Section 10(g) herein.

In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party although the failure to do so shall not prevent recovery by the Indemnified Party and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

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Force Majeure. Other than as to payment obligations, no party shall be liable for losses, delays, failures, errors, interruptions or losses of data in its performance of its obligations under this Agreement if and to the extent it is caused, directly or indirectly, by reason of circumstances beyond their reasonable control, including without limitation, acts of God, action or inaction of civil or military authority, war, terrorism, riot, fire, flood, sabotage, labor disputes, elements of nature or non-performance by a third party. In any such event, the non-performing party shall be excused from any further performance and observance of obligations so affected only for so long as such circumstances prevail and such party continues to use commercially reasonable efforts to recommence performance or observance as soon as practicable.

Activities of Paralel. The services of Paralel under this Agreement are not to be deemed exclusive, and Paralel shall be free to render similar services to others. The Trust recognizes that from time-to-time directors, officers and employees of Paralel may serve as directors, officers and employees of other corporations or businesses (including other investment companies) and that such other corporations and businesses may include Paralel as part of their name and that Paralel or its affiliates may enter into administrative, bookkeeping, pricing agreements or other agreements with such other corporations and businesses.

Accounts and Records. The accounts and records maintained by Paralel shall be the property of the Trust. Paralel shall prepare, maintain and preserve such accounts and records as required by the 1940 Act and other applicable securities laws, rules and regulations. Paralel shall surrender such accounts and records to the Trust, in the form in which such accounts and records have been maintained or preserved, promptly upon receipt of instructions from the Trust. The Trust shall have access to such accounts and records at all times during Paralel’ normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided by Paralel to the Trust at the Trust’s expense. Paralel shall assist the Trust, the Trust’s independent auditors, or, upon approval of the Trust, any regulatory body, in any requested review of the Trust’s accounts and records. In the event Xxxxxxx receives a request or demand for the inspection of records relating specifically to the Trust, Paralel will promptly notify the Trust of such request in writing and obtain instructions from the Trust as to the handling of such request.

Confidential and Proprietary Information. In accordance with Regulation S-P and other relevant rules and regulations, Xxxxxxx agrees that it will, on behalf of itself and its officers and employees, treat all transactions contemplated by this Agreement, and all records and information relative to the Trust and its current and former shareholders and other information germane thereto, as confidential and as proprietary information of the Trust and not to use, sell, transfer, or divulge such information or records to any person for any purpose other than performance of its duties hereunder, except after prior notification to and approval in writing from the Trust, which approval shall not be unreasonably withheld. Approval may not be withheld where Xxxxxxx may be exposed to civil, regulatory or criminal proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when requested by the Trust. When requested to divulge such information by duly constituted authorities, Paralel shall (I) if permitted by applicable law, as soon as reasonably practicable, notify the Trust in order to provide the Trust the opportunity to pursue such legal or other action as the Trust may desire to prevent or limit the release of such information, (ii) provide reasonable assistance to the Trust in the Trust’s efforts to prevent or limit the release of such information, and (iii) use reasonable commercial efforts to request confidential treatment of such information. Paralel shall have in place and maintain physical, electronic, and procedural safeguards reasonably designed to protect the security, confidentiality, and integrity of, and to prevent loss, damage or unauthorized access to or use of records and information relating to the Trust and its current and former shareholders.

Compliance with Rules and Regulations. Paralel shall comply (and to the extent Paralel takes or is required to take action on behalf of the Trust hereunder shall cause the Trust to comply) with all applicable requirements of the 1940 Act, the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, as amended (the “1934 Act”), and other applicable laws, rules, regulations, orders and codes of ethics, as well as all investment restrictions, policies and procedures adopted by the Trust of which Paralel has knowledge (it being understood that Paralel is deemed to have knowledge of all investment restrictions, policies or procedures set out in the Trust’s public filings or otherwise provided to Paralel). Except as set out in this Agreement, Xxxxxxx assumes no responsibility for such compliance by the Trust. Paralel shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act) with respect to the services provided, and shall provide to the Trust (i) a certification to such effect no less frequently than annually or as otherwise reasonably requested by the Trust or the Trust’s Chief Compliance Officer, and (ii) a certification that there are no Material Compliance Matters (as defined in Rule 38a-1 under the 1940 Act) involving Paralel that affect or could affect the Trust no less frequently than quarterly or as otherwise reasonably requested by the Trust or the Trust’s Chief Compliance Officer. Paralel shall make available its compliance personnel and shall provide at its own expense summaries and other relevant materials relating to such program as reasonably requested by the Trust or the Trust’s Chief Compliance Officer.

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10.

Representations and Warranties of Paralel. Paralel represents and warrants to the Trust that:

It is duly organized and existing as a limited liability company and in good standing under the laws of the State of Delaware.

It is empowered under applicable laws and by its operating documents (including its Certificate of Formation and Operating Agreement) to enter into and perform this Agreement.

All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

The (i) execution, delivery and performance of this Agreement by Paralel does not breach, violate or cause a default under any agreement, contract or instrument to which Paralel is a party or any judgment, order or decree to which Paralel is subject; (ii) the execution, delivery and performance of this Agreement by Xxxxxxx has been duly authorized and approved by all necessary action; and (iii) upon the execution and delivery of this Agreement by Paralel and Trust, this Agreement will be a valid and binding obligation of Paralel.

It has and will continue to have access to the necessary facilities, equipment, systems and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.

It is, and will continue to be, registered as a transfer agent under the 1934 Act.

It currently maintains and shall at all times maintain insurance coverage adequate for the nature of its operations, including directors and officers, errors and omissions and fidelity bond insurance coverage (as applicable). Upon the reasonable request of the Trust, it shall provide the Trust a certificate of insurance and shall notify the Trust if there are any material adverse changes to its insurance policies or coverage.

It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it which would prohibit its execution or performance of this Agreement.

Its execution, delivery or performance of this Agreement will not conflict with or violate (i) any provision of the organizational or governance documents of Administrator or (ii) any law applicable to Paralel.

11.

Representations and Warranties of the Trust. The Trust represents and warrants to Paralel that:

It is a statutory trust duly organized and existing and in good standing under the laws of the state of Delaware, and is registered with the SEC as a closed-end, registered investment company operating as an interval fund under Rule 23c-3 of the 1940 Act.

It is empowered under applicable laws and by its Declaration of Trust and Bylaws (collectively, the “Organizational Documents”) to enter into and perform this Agreement.

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The Board of Trustees of the Trust has duly authorized it to enter into and perform this Agreement.

A registration statement under the 1933 Act and the 1940 Act is currently, or will be upon commencement of operations, effective and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all shares of the Trust being offered for sale.

Notwithstanding anything in this Agreement to the contrary, the Trust agrees not to make any modifications to its registration statement or adopt any policies, in each case which would affect materially the obligations or responsibilities of Paralel hereunder without the prior written approval or Paralel, which approval shall not be unreasonably withheld or delayed, provided that in no event shall any modification or adoption of any investment policy, parameter or restriction of the Trust be deemed to affect materially the obligations or responsibilities of Paralel hereunder.

The (i) execution, delivery and performance of this Agreement by the Trust does not breach, violate or cause a default under any agreement, contract or instrument to which the Trust is a party or any judgment, order or decree to which the Trust is subject; (ii) the execution, delivery and performance of this Agreement by the Trust has been duly authorized and approved by all necessary action; and (iii) upon the execution and delivery of this Agreement by Paralel and Trust, this Agreement will be a valid and binding obligation of the Trust.

12.

Documents. The Trust has furnished or will furnish, upon request, Paralel with copies of the Trust’s Declaration of Trust, advisory agreement(s), custodian agreement, transfer agency agreement (if any separate from the Agreement), administration agreement, current prospectus, statement of additional information, periodic Trust reports, and all forms relating to any plan, program or service offered by the Trust. The Trust shall furnish, within a reasonable time period, to Paralel a copy of any amendment or supplement to any of the above-mentioned documents. Upon request, the Trust shall furnish promptly to Paralel any additional documents necessary or advisable to perform its functions hereunder. As used in this Agreement the terms “registration statement,” “prospectus” and “statement of additional information” shall mean any registration statement, prospectus and statement of additional information filed by the Trust with the SEC and any amendments and supplements thereto that are filed with the SEC.

13.

Consultation Between the Parties. Paralel and the Trust shall regularly consult with each other regarding Paralel’ performance of its obligations under this Agreement. In connection therewith, the Trust shall submit to Paralel at a reasonable time in advance of filing with the SEC reasonably final copies of any amended or supplemented registration statement (including exhibits) under the 1933 Act and the 1940 Act; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to any registration statement and/or supplements to any prospectus or statement of additional information, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

14.

Business Continuity Plan. Paralel shall maintain in effect a business continuity plan and enter into any agreements necessary with appropriate parties making reasonable provisions for emergency use of electronic data processing equipment customary in the industry. In the event of equipment failures, Paralel shall, at no additional expense to the Trust, take commercially reasonable steps to minimize service interruptions. Upon the Trust’s reasonable request, Paralel shall provide supplemental information concerning aspects of its business continuity plan that are relevant to the services provided pursuant to this Agreement.

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15.

Duration and Termination of this Agreement.

Initial Term. This Agreement shall become effective as of the later of the date first written above or the Trust's commencement of operations (the “Start Date”) and shall continue thereafter throughout the period that ends three (3) years after the Start Date (the “Initial Term”).

Renewal Terms. If not sooner terminated, this Agreement shall renew at the end of the Initial Term and shall thereafter continue for successive annual periods (each a “Renewal Term” and collectively with the Initial Term, a “Term”) until terminated as provided herein.

Termination. Either party may terminate this Agreement, without payment of penalty, (i) if upon at least ninety (90) days prior to the end of applicable Term it gives the other party a written notice of non-renewal and termination, with such termination coinciding at the end of the applicable Term, or (ii) during any Renewal Term, upon at least 180 days written notice. Except if terminated in accordance with the preceding sentence or by Section 15(d), if this Agreement is otherwise terminated by the Trust the Trust shall be obligated to pay Administrator the remaining balance of the minimum fees payable to Administrator under this Agreement for the Trust through the end of the applicable Term.

Termination for Cause. Paralel or the Trust also may, by written notice to the other, terminate this Agreement if any of the following events occur:

The other party (A) fails to materially meet its obligations hereunder or breaches any material term, condition or provision of this Agreement, which failure or breach, if capable of being cured, is not cured within 30 calendar days after the non-breaching party gives the other party written notice of such breach, or (B) engages in willful misconduct, bad faith, gross negligence or reckless disregard in the performance of its duties, obligations and responsibilities set forth in this Agreement, which causes such party to break any material term, condition or provisions of this Agreement; or

ii.

The other party (A) terminates or suspends its business, (B) becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or analogous authority, (C) becomes subject to any bankruptcy, insolvency or analogous proceeding, or (D) the other party becomes subject to a material Action (as defined below) or an Action that the terminating party reasonably determines could cause the terminating party reputational harm (in the case of the Trust, including any Action against an investment adviser, or other service provider of Trust), or (E) where the other party is Paralel, material changes in governing documents, bylaws, or registration statement, or other assumptions relied upon by Paralel or the assumptions set forth are determined by Paralel, in its reasonable discretion, to materially affect the services provided by Xxxxxxx, or (F) Paralel is no longer permitted to perform its duties, obligations, or responsibilities hereunder pursuant to applicable law, or regulatory, administrative or judicial proceedings. “Action” means any civil, criminal, regulatory or administrative lawsuit, allegation, demand, claim, counterclaim, action, dispute, sanction, suit, request, inquiry, investigation, arbitration or proceeding, in each case, made, asserted. commenced or threatened by any person, including any government entity or authority.

iii.

If any such event occurs, the termination will become effective immediately or on the date stated in the written notice of termination, or other such date as agreed to by the parties.

Deliveries Upon Termination. Upon termination of this Agreement, Xxxxxxx agrees to cooperate in the orderly transfer of transfer agency duties and shall deliver to the Trust or as otherwise directed by the Trust (in the case of termination by the Trust, at the expense of the Trust) all records and other documents made or accumulated in the performance of its duties for the Trust hereunder. In the event Paralel gives notice of termination under this Agreement, it will continue to provide the services contemplated hereunder after such termination at the contractual rate for up to 120 days, provided that the Trust uses all reasonable commercial efforts to appoint such replacement on a timely basis. In no event will Paralel be required to assist any new service or system provider in modifying or altering the Paralel’ or the new agent’s system or software.

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Deconversion Costs. Should either party exercise its right to terminate, all reasonable out-of-pocket expenses or costs associated with the movement of records and material will be borne by the Trust. Additionally, the Trust agrees to pay to Paralel a reasonable fee (determined by Xxxxxxx) for Paralel’s services provided in connection with the Trust liquidating or converting to another service provider.

16.

Assignment. This Agreement shall extend to and shall be binding upon the parties hereto and their respective successors and permitted assigns; provided, however, that this Agreement shall not be assignable by the Trust without the prior written consent of Paralel, or by Paralel without the prior written consent of the Trust.

17.

Governing Law. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware and the 1940 Act and the rules thereunder. To the extent that the laws of the State of Delaware conflict with the 1940 Act or such rules, the latter shall control.

18.

Names. The obligations of the Trust entered into in the name or on behalf thereof by any director, shareholder, representative, or agent thereof are made not individually, but in such capacities, and are not binding upon any of the directors, shareholders, representatives or agents of the Trust personally, but bind only the property of the Trust, and all persons dealing with the Trust must look solely to the property of the Trust for the enforcement of any claims against the Trust.

19.

Amendments to this Agreement. This Agreement may only be amended by the parties in writing.

20.

Notices. Any notice, advice or report to be given pursuant to this Agreement shall be made in writing and deemed to have been given and received (a) when personally delivered, or delivered by same-day courier; or (b) on the third business day after mailing by registered or certified mail, postage prepaid, return receipt requested; or (c) upon delivery when sent by prepaid overnight express delivery service (e.g., FedEx, UPS); or (d) when sent by email, upon the receipt by the sending party of written confirmation of receipt by the receiving party, which shall not be unduly withheld by the receiving party;

To Paralel:

Paralel Technologies LLC
0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Attn: General Counsel
Email: xxxxxxxxxxx@xxxxxxx.xxx; xxxxx@xxxxxxx.xxx

To the Trust:

Octagon XAI CLO Income Fund
000 X. Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxxx XxXxxxxxx
Email: xxxxxxxxxx@xxxxxxxxxxxxx.xxx;
xxxxxx@xxxxxxxxxxxxx.xxx

21.

Counterparts. This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., xxx.xxxxxxxx.xxx) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

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22.

Entire Agreement. This Agreement, together with any Appendices, embodies the entire agreement and understanding among the parties and supersedes all prior agreements and understandings relating to the subject matter hereof; provided, however, that Paralel may embody in one or more separate documents its agreement, if any, with respect to delegated duties and oral instructions.

23.

Severability. Any covenant, provision, agreement or term contained in this Agreement that is prohibited or that is held to be void or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability, without in any way invalidating, effecting or impairing the other provisions hereof.

24.

Survival. The provisions of Sections 4, 6, 8, 11, 15 (as applicable), 17, 23 and this Section 24 hereof shall survive termination of this Agreement.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


	OCTAGON XAI CLO INCOME FUND

	By:
	Name:
	Title:

	PARALEL TECHNOLOGIES LLC

	By:
	Name:	Xxxxxx Xxx
	Title:	Chief Executive Officer

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APPENDIX A

SERVICES

In accordance with procedures established from time to time by agreement between the Trust and Paralel, Xxxxxxx agrees that it will perform the following services for the Trust and each class of shares:

Shareholder Transactions

Set up account information, including appropriate account type, shareholder address, dividend option, wire instructions, and taxpayer identification;

ii.

Process shareholder purchase and repurchase orders in accordance with conditions set forth in the Trust’s prospectus;

iii.

Process exchanges & transfers;

iv.

Generate shareholder periodic statements;

Issue confirmations in compliance with Rule 10b-10 under the Securities Exchange Act of 1934;

vi.

Process dividend and distribution payments (paid in cash or reinvested back into the account purchasing new shares)

vii.

Provide cost basis reporting for shareholders;

viii.

Maintain a record of the number of shares held by each shareholder of record;

ix.

Record the issuance of shares of each fund and maintain, pursuant to Rule 17AD-10 of the Securities Exchange Act of 1934, a record of the total number of shares of the Trust which are authorized, based upon data provided to it by the Trust, and issued and outstanding; and

Administer and/or perform all other customary services of a transfer agent.

Shareholder Account Maintenance

Maintain all shareholder records for each account in each fund

ii.

Record shareholder account information changes

iii.

Maintain account documentation files for each shareholder

Shareholder Information Services

Make information available to shareholder servicing unit and other remote access units regarding trade date, share price, current holdings, dividend information, and yields;

ii.

Produce detailed history of transactions through duplicate or special order statements upon request;

iii.

Respond as appropriate to all inquiries and communications from shareholders relating to shareholder accounts;

iv.

Provide mailing lists for distribution of prospectuses, proxy statements, financial reports or other marketing material;

Dealer Processing

Provide reports for tracking rights of accumulation and purchases made under a Letter of Intent;

II.

Account for separation of shareholder investments from transaction sale charges for purchase of Fund shares

III.

Calculate fees due under Rule 12b-1 plans for distribution and marketing expenses;

Appendix A - 1

IV.

Track sales and commission statistics by dealer and provide for payment of commissions on direct shareholder purchases in each load Portfolio.

Banking and DTCC Services

Accept and effectuate the registration and maintenance of accounts through the Depository Trust and Clearing Corporation (“DTCC”) or National Securities Clearing Corporation (the “NSCC”) Fund/SERV also facilitating the purchase, redemption, transfer and exchange of shares in such accounts through and on behalf of the DTCC or NSCC participants, including the Trust.

II.

Maintain bank account(s) that (i) are maintained in connection with Xxxxxxx’s services to the Trust under the Transfer Agency Agreement and (ii) as to which Paralel has authority to make deposits and withdrawals (the “Operating Accounts”).

III.

Accept and distribute funds via systems such as, but not limited to; DTCC, NSCC and various banking systems such as Automated Clearing House (“ACH”), Fed Wire, SWIFT.

IV.

Paralel shall cause to be moved to Trust custody accounts all cash settlements including DTCC or NSCC settlements paid into transfer agency demand deposit accounts. Purchase settlements received through DTCC or NSCC, paid into transfer agency demand deposit accounts at BOKF or other banking institution, shall be moved Trust Custody accounts the next business day after settlement from the DTCC or NSCC.

Compliance Reporting

Maintain an Anti-Money Laundering Program in compliance with the USA PATRIOT Act of 2001 and regulations thereunder;

ii.

Perform such services as are required to comply with Rules 17a-24 and 17Ad-17 of the 1934 Act (the “Lost Shareholder Rules”)

iii.

Provide reports to the Securities and Exchange Commission (the “SEC”) and the states in which the Trusts are registered

iv.

Prepare and distribute appropriate Internal Revenue Service forms for shareholder income and capital gains

Issue tax withholding reports to the Internal Revenue Service

vi.

Maintain a Customer Identification Program by obtaining, verifying, and recording information that identifies each person who opens an account within the Trust.

vii.

Maintain and coordinate Blue Sky registration and notice filings, using third party vendor.

New procedures as to who provides certain of these services may be established in writing from time to time by agreement between the Trust and Paralel. Pursuant to such agreement, Paralel may at times perform only a portion of these services and the Trust or its agent may perform these services on the Trust’s behalf. Paralel may require the Trust to enter into an additional agreement or agree to certain terms of use relating to the creation of a shareholder site for the Trust, or to obtain access to Paralel’s web portal. Paralel is not obligated to provide and may discontinue or suspend the availability of any web portal at any time without prior notice; Paralel will endeavor to notify Trust as soon as reasonably practicable of such action.

Appendix A - 2

APPENDIX B

COMPENSATION

Appendix B - 1

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Table of Contents

FORM OF TRANSFER AGENCY AND SERVICES AGREEMENT

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