CUSTODY AGREEMENTCustody Agreement • September 25th, 2017 • XAI Octagon Floating Rate & Alternative Income Term Trust • Delaware
THIS AGREEMENT is made and entered into as of the 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”).
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).
CHIEF COMPLIANCE OFFICER SERVICES AGREEMENTChief Compliance Officer Services Agreement • September 25th, 2017 • XAI Octagon Floating Rate & Alternative Income Term Trust
This Chief Compliance Officer Services Agreement (this “Agreement”) is effective as of , 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
INVESTMENT SUB-ADVISORY AGREEMENTInvestment Sub-Advisory Agreement • September 25th, 2017 • XAI Octagon Floating Rate & Alternative Income Term Trust • Delaware
INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”), dated as of September , 2017 (the “Effective Date”) among XAI Octagon Floating Rate & Alternative Income Term 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”).
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • September 25th, 2017 • XAI Octagon Floating Rate & Alternative Income Term Trust • Delaware
INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of September , 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”).
ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENTAdministration, Bookkeeping and Pricing Services Agreement • September 25th, 2017 • XAI Octagon Floating Rate & Alternative Income Term Trust • Delaware
THIS AGREEMENT is made as of , 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”).
TRANSFER AGENCY AGREEMENTTransfer Agency Agreement • September 25th, 2017 • XAI Octagon Floating Rate & Alternative Income Term Trust • Delaware
THIS AGREEMENT made the day of , 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”):
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”).
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”).
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.
CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF XAI OCTAGON FLOATING RATE ALTERNATIVE INCOME TERM TRUSTSecond Amended and Restated Agreement and Declaration of Trust • September 25th, 2017 • XAI Octagon Floating Rate & Alternative Income Term Trust
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;
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 Newbridge Securities Corporation (“Newbridge”) 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 Wunderlich Securities, Inc. (“Wunderlich”) 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 Maxim Group LLC (“Maxim”) 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”).
