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 Among Underwriters • 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
INVESTOR SUPPORT SERVICES AND SECONDARY MARKET SERVICES AGREEMENTInvestor Support Services and Secondary Market Services Agreement • September 25th, 2017 • XAI Octagon Floating Rate & Alternative Income Term Trust • Delaware
This Agreement is made as of September , 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.
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”).
AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT BY-LAWS OF XAI OCTAGON FLOATING RATE ALTERNATIVE INCOME TERM TRUSTBy-Laws Amendment • 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.
AGREEMENTUnderwriting 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 [ ] (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”).
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”).
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”).
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 BB&T Capital Markets, a division of BB&T Securities, LLC (“BB&T”) 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 25th, 2017 • XAI Octagon Floating Rate & Alternative Income Term Trust • Delaware
THIS SUBSCRIPTION AGREEMENT is entered into as of the 29th day of August, 2017, between XAI Octagon Floating Rate Alternative Income Term Trust, a statutory trust organized and existing under the laws of Delaware (the “Trust”), and XA Investments LLC (the “Purchaser”).
XA Investments LLC Chicago, IL 60654Expense Reimbursement Agreement • September 25th, 2017 • XAI Octagon Floating Rate & Alternative Income Term Trust • Delaware
Reference is made to the Investment Advisory Agreement between XAI Octagon Floating Rate & Alternative Income Term Trust (the “Trust”) and XA Investments LLC (“XAI” or the “Adviser”), dated as of September , 2017 (the “Advisory Agreement”). This letter agreement (the “Agreement”) confirms the contractual expense reimbursement agreement by Adviser. Capitalized terms used but not defined herein have the meanings ascribed to them in the Advisory Agreement.
