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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported)
August 29, 2023 (August 28, 2023)
XAI Octagon Floating Rate & Alternative Income Term Trust
(Exact name of registrant as specified in its
charter)
Delaware |
|
811-23247 |
|
82-235867 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number)
|
|
(IRS Employer
Identification No.)
|
321 North Clark Street, Suite 2430, Chicago, Illinois |
|
60654 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrants telephone number, including area
code (312) 374-6930
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Shares of Beneficial Interest |
|
XFLT |
|
New York Stock Exchange |
6.50% Series 2026 Term Preferred Shares (Liquidation Preference $25.00) |
|
XFLTPRA |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
☐
Emerging growth company
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement
XAI Octagon Floating Rate & Alternative
Income Term Trust (NYSE: XFLT) (the “Trust”) has entered into a new Administration and Fund Accounting Agreement the
(“Paralel Agreement”) with Paralel Technologies LLC (“Paralel”) pursuant to which Paralel began serving as
the Trust’s administrator effective August 28, 2023. Paralel replaced the Trust’s prior administrator, ALPS Fund
Services, Inc. (“ALPS”), and accordingly, services provided to the Trust by ALPS under the Trust’s administration,
bookkeeping and pricing services agreement with ALPS (the “ALPS Administration Agreement”) were terminated effective that
same day. The ALPS Administration Agreement will be terminated effective September 25, 2023.
The Paralel Agreement is materially similar to
the ALPS Administration Agreement except with respect to the fees due, effective date and parties to the agreements. Pursuant to the Paralel
Agreement, Paralel will provide the Trust with fund administration services (the “Services”). These Services are materially similar to those provided by ALPS under
the ALPS Administration Agreement.
For these Services, Paralel is entitled to
receive a monthly fee equal to a percentage of the Trust’s average daily managed assets, which is subject to breakpoints at increasing levels of
managed assets. In addition, the Trust reimburses Paralel for certain out-of-pocket expenses.
Under the ALPS Administration Agreement, for its services, ALPS was entitled to receive a monthly fee on the Trust’s average
daily net assets and reimbursement of certain out-of-pocket expenses.
Paralel’s principal business address is 1700
Broadway, Suite 1850, Denver, Colorado 80290.
The foregoing description of the Paralel Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Paralel Agreement filed with this
report as Exhibit 10.1 and incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement
The relevant information relating to the termination
of the ALPS Administration Agreement found in Item 1.01 above is hereby incorporated by reference into this Item 1.02.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
XAI OCTAGON FLOATING RATE &
ALTERNATIVE INCOME TERM TRUST |
|
|
|
Date: August 29, 2023 |
By: |
/s/ Benjamin D. McCulloch |
|
Name: |
Benjamin D. McCulloch |
|
Title: |
Secretary and Chief Legal Officer |
Exhibit 10.1
ADMINISTRATION AND FUND ACCOUNTING AGREEMENT
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”).
WHEREAS, the Trust is registered under
the Investment Company Act of 1940, as amended (“1940 Act”), as a closed-end management investment company;
WHEREAS, the Trust
and the Administrator desire to enter into an agreement pursuant to which the Administrator shall provide Services (as defined below)
to the Trust.
NOW, THEREFORE,
in consideration of the mutual promises and agreements herein contained and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:
| 1. | Administrator Appointment and Duties. |
| (a) | The Trust hereby appoints Administrator to provide the administration and fund accounting services set
forth in Appendix A hereto, as amended from time to time, upon the terms and conditions hereinafter set forth (“Services”).
Administrator hereby accepts such appointment and agrees to furnish the Services. Administrator 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. The Trust acknowledges that Administrator does not render legal, tax
or investment advice and that Administrator is not a registered broker-dealer. |
| (b) | Administrator may employ or associate itself with such person(s) or organization(s) as Administrator
believes to be desirable in the performance of its duties hereunder; provided that, in such event, the compensation of such person(s)
or organization(s) shall be paid by and be the sole responsibility of Administrator, and the Trust shall bear no cost or obligation with
respect thereto; and provided further that Administrator 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(s) or organization(s) taken in furtherance of this Agreement to the same
extent it would be for its own acts. |
| 2. | Administrator Compensation; Expenses. |
| (a) | In consideration for the Services to be performed hereunder by Administrator, the Trust shall pay Administrator
the fees listed in Appendix C hereto. Notwithstanding anything to the contrary in this Agreement, fees billed for the Services
to be performed by Administrator 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 by Administrator to be materially different from what the Trust originally
provided to Administrator. Fees paid to Administrator will be calculated and accrued daily and payable monthly by the Trust, including
for any partial months in which this Agreement begins or terminates. On each January 1 (pro-rated for a previous partial year), the minimum
fees reflected in the Appendix C shall be increased by a cost of living adjustment equal to the change in the Consumer Price Index for
the Denver-Aurora-Lakewood, CO region (the “CPI”) for the twelve-month period ending with the month preceding such annual
anniversary date. Administrator will provide notice to the Trust of the amount of such any such cost of living adjustment prior to its
implementation. Any CPI increases not charged in any given year may be included in prospective CPI fee increases in future years. |
| (b) | Administrator will bear all expenses in connection with the Services under this Agreement, except as
otherwise provided herein and in Appendix C. Administrator will not bear any of the costs of Trust officers, unless otherwise agreed.
All expenses related to the operations of the Trust (even if completed by Administrator) shall be borne by the Trust or the Trust’s
investment advisor (or sub-advisor), including, but not limited to: initial organization and offering expenses; any secondary offering
expenses; litigation expenses (subject to Section 4); expenses related to any requests from, or as otherwise required by, any regulatory
body concerning the Trust or the Trust’s investment advisor (or sub-advisor) (subject to Section 4); taxes; expenses relating to
listing of any Trust’s securities on an exchange; expenses related to assistance with any tender offers or repurchase offers (if
applicable); transfer agency and custodial expenses; interest; trustees’ 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 the Trust’s existence; printing and delivery of materials in connection with meetings of the Trust’s trustees;
filing, 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; expenses in connection with electronic filings with
the U.S. Securities and Exchange Commission (the “SEC”), and any fees and expenses upon termination as provided in this Agreement. |
| (c) | The Trust agrees to pay all amounts due hereunder within thirty (30) days of receipt of each invoice.
Except as provided in Appendix C, Administrator shall bill Service fees monthly, and out-of-pocket expenses as incurred (unless prepayment
is requested by Administrator). 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. |
| 3. | Right to Receive Advice. |
| (a) | Advice of the Trust and Service Providers. If Administrator is in doubt as to any action it should
or should not take, Administrator may request directions, advice or instructions from the Trust or, as applicable, the Trust’s investment
adviser, custodian or other service providers to the Trust. |
| (b) | Advice of Counsel. If Administrator is in doubt as to any question of law pertaining to any action
it should or should not take, Administrator may request advice from counsel of its own choosing (who may be counsel for the Trust, the
Trust’s investment adviser, or Administrator, at the option of Administrator). Should the Administrator use its own legal counsel,
it will be responsible for its expense. |
| (c) | Conflicting Advice. In the event of a conflict between directions, advice or instructions Administrator
receives from the Trust or any service provider and the advice Administrator receives from counsel, Administrator may in its sole discretion
rely upon and follow the advice of counsel. Administrator will provide the Trust with prior written notice of its intent to follow advice
of counsel that is materially inconsistent with directions, advice or instructions from the Trust. Upon request, Administrator will provide
the Trust with a copy of such advice of counsel. |
| 4. | Standard of Care; Limitation of Liability; Indemnification. |
| (a) | Administrator 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. |
| (b) | In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard by Administrator
in the performance of its duties, obligations or responsibilities set forth in this Agreement, Administrator 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 (including, without limitation, reasonable attorneys’ fees and disbursements and liabilities arising under
applicable federal and state laws) arising directly or indirectly from the following: |
| (i) | the inaccuracy of factual information furnished to Administrator by the Trust or the Trust’s investment
adviser, sub-adviser, custodian or any other service providers on behalf of the Trust; |
| (ii) | any error of judgment or mistake of law of Administrator in connection with the matters to which this
Agreement relates; |
| (iii) | any actions taken on advice of counsel and/or on any advice as detailed in Section 3; |
| (iv) | losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason
of circumstances beyond its reasonable control; |
| (v) | Administrator’ reliance on any instruction, direction, notice, instrument or other information
from any authorized person, as designated by the Trust’s Board of Trustees from time to time, of the Trust and its service providers,
that Administrator reasonably believes to be genuine; |
| (vi) | loss of data or service interruptions caused by equipment failure (provided that, if such equipment is
under Administrator’s control, reasonable care has been taken to maintain such equipment); or |
| (vii) | any other action or omission to act which Administrator takes in connection with the provision of Services
to the Trust. |
| (c) | Administrator shall be entitled to rely on information and data provided by third-party service provider(s)
(including pricing vendors authorized or directed by the Trust or the adviser pursuant to Section 14(b)), the Trust’s adviser, or
other authorized representative of such parties without further investigation or verification, provided that Administrator has no reason
to believe that such information or data is inaccurate or unreliable. |
| (d) | Administrator shall indemnify and hold harmless the Trust, the Trust’s investment adviser, the Trust’s investment sub-adviser
and their respective officers, Trustees, agents and employees from and against any and all taxes, charges, expenses, disbursements, assessments,
claims, losses, damages, penalties, actions, suits, judgments and liabilities (including, without limitation, reasonable attorneys’
fees and disbursements and liabilities arising under applicable federal and state laws) arising directly or indirectly from Administrator’s
willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of its duties, obligations or responsibilities
set forth in this Agreement. |
| (e) | Notwithstanding anything in this Agreement to the contrary, (i) 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; and
(ii) Administrator will not be liable for any trading losses, lost revenues, lost profits, whether or not such damages were foreseeable
or Administrator was advised of the possibility thereof. |
| (f) | 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. |
| 5. | 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. |
| 6. | Activities of Administrator; Web Portal. |
| (a) | The Services rendered by Administrator under this Agreement are not to be deemed exclusive and Administrator
shall be free to render similar services to others. The Trust recognizes that, from time to time, directors, officers and employees of
Administrator 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 Administrator as part of their name and that Administrator or its affiliates
may enter into administration, bookkeeping, pricing agreements or other agreements with such other corporations and businesses. |
| (b) | Administrator may require the Trust or its adviser to enter into an additional agreement or agree to
certain terms of use relating to the creation of, or to obtain access to Administrator’s web portal. Administrator is not obligated
to provide access to such web portal (and this Agreement does not create any such obligation). Administrator may discontinue or suspend
the availability of any web portal at any time without prior notice; Administrator will endeavor to notify Trust as soon as reasonably
practicable of such action if it occurs. If access is provided to a web portal, with or without the parties entering into additional agreements
or terms of use, the Trust acknowledges that Administrator does not guarantee the accuracy of any information or services provided in
or by the web portal. Further, Trust acknowledges that Administrator 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 any claim,
loss, or other damage (as otherwise described in Section 4(b)) arising directly or indirectly from the Trust’s or service providers’
use of the web portal and/or any information or service provide therein unless resulting directly from Administrator's willful misfeasance,
bad faith or gross negligence. |
| 7. | Accounts and Records. The accounts and records maintained by Administrator shall be the property
of the Trust. Administrator shall prepare, maintain, and preserve such accounts and records as required by the 1940 Act and other applicable
securities laws, rules and regulations. Administrator 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 Administrator’s normal business hours. Upon the reasonable request
of the Trust, copies of any such books and records shall be provided by Administrator to the Trust at the Trust’s expense. Administrator
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 and reports by Administrator or its independent accountants concerning its accounting
system and internal auditing controls will be open to such entities for audit or inspection upon reasonable request. The Trust agrees
to cooperate with Administrator and take delivery of Trust records within 120 days of termination of this Agreement and to pay all reasonable
costs associated with the return of Trust records to the Trust. |
| 8. | Confidential and Proprietary Information. Administrator 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. Administrator further agrees that it will not 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 Administrator 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, Administrator 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. Administrator 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. |
| 9. | Compliance with Rules and Regulations. Administrator shall comply (and to the extent Administrator
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 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 Administrator has knowledge (it being understood that Administrator is deemed to have knowledge
of all investment restrictions, policies or procedures set out in the Trust’s public filings or otherwise provided to Administrator).
Except as set out in this Agreement, Administrator assumes no responsibility for such compliance by the Trust. Administrator 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, 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 the Administrator 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.
Administrator 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. |
Portfolio compliance with: (i) the
investment objective and certain policies and restrictions as disclosed in the Trust’s prospectus(es) and statement(s) of additional
information, as applicable; and (ii) certain SEC rules and regulations (collectively, “Portfolio Compliance”) is required
daily and is the responsibility of the Trust or the Trust’s adviser, as applicable. Administrator will perform Portfolio Compliance
testing (post-trade, T+2) to test the Trust’s Portfolio Compliance (the “Portfolio Compliance Testing”). The frequency
and nature of the Portfolio Compliance Testing and the methodology and process in accordance with which the Portfolio Compliance Testing
are conducted, are mutually agreed to between Administrator and the Trust. Administrator will report violations, if any, to the Trust
and the Trust’s Chief Compliance Officer as promptly as practicable following discovery.
The Trust agrees and acknowledges
that Administrator’ performance of the Portfolio Compliance Testing shall not relieve the Trust or the Trust’s investment
adviser or sub-adviser(s) of their primary day-to-day responsibility for assuring such Portfolio Compliance, including on a pre-trade
basis, and Administrator is not responsible and shall not be held liable for the Trust’s Portfolio Compliance or any act or omission
of the Trust, the Trust’s adviser or sub-adviser, as applicable, related to such Portfolio Compliance unless arising directly or
indirectly from Administrator’s willful misfeasance, bad faith, gross negligence or reckless disregard by Administrator in the performance
of its duties, obligations or responsibilities set forth in this Agreement.
| 10. | Representations and Warranties of Administrator. Administrator represents and warrants to the
Trust that: |
| (a) | It is duly organized and existing as a limited liability company and in good standing under the laws
of the State of Delaware. |
| (b) | It is empowered under applicable laws and by its Certificate of Formation and Operating Agreement to
enter into and perform this Agreement. |
| (c) | All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. |
| (d) | The (i) execution, delivery and performance of this Agreement by Administrator does not breach, violate
or cause a default under any agreement, contract or instrument to which Administrator is a party or any judgment, order or decree to which
Administrator is subject; (ii) the execution, delivery and performance of this Agreement by Administrator has been duly authorized and
approved by all necessary action; and (iii) upon the execution and delivery of this Agreement by Administrator and Trust, this Agreement
will be a valid and binding obligation of Administrator. |
| (e) | 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. |
| (f) | 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. Upon the reasonable request
of the Fund, it shall provide the Fund a certificate of insurance and shall notify the Fund if there are any material adverse changes
to its insurance policies or coverage. |
| (g) | 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 Administrator. |
| 11. | Representations and Warranties of the Trust. The Trust represents and warrants to Administrator
that: |
| (a) | 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 management investment company. |
| (b) | 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. |
| (c) | The Board of Trustees of the Trust has duly authorized it to enter into and perform this Agreement. |
| (d) | Notwithstanding anything in this Agreement to the contrary, the Trust agrees not to make any modifications
to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of Administrator
hereunder without the prior written approval of Administrator, 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. |
| (e) | 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 Administrator and Trust, this Agreement will be a
valid and binding obligation of the Trust. |
| (f) | If the personnel of the Administrator serve as officers to the Trust, the officer
position(s) filled by personnel of the Administrator, to the extent applicable, shall be covered by the Trust’s Directors &
Officers/Errors & Omissions Policy (the “Policy”), and the Trust shall use commercially reasonable efforts to ensure that
such coverage be (i) reinstated should the Policy be cancelled; (ii) continued after such officer(s) cease to serve as officer(s) of the
Trust on substantially the same terms as such coverage is provided for the other persons serving as officers of the Trust after such persons
are no longer officers of the Trust; or (iii) continued in the event the Trust merges or terminates, on substantially the same terms as
such coverage is continued for the other Trust officers (but, in any event, in the case of (ii) or (iii) for a period of no less than
six years). The Trust shall provide Administrator with proof of current coverage, including a copy of the Policy, and shall notify Administrator
immediately should the Policy be cancelled or terminated. |
| (g) | If personnel of the Administrator serve as officers to the Trust, the Trust’s officer position(s)
filled by personnel of the Administrator are named officer(s) in the Trust’s board resolutions and are subject to the provisions
of the Trust’s Organizational Documents regarding indemnification of its officers. |
| 12. | Documents. The Trust has furnished or will furnish, upon request, Administrator with copies of
the Trust’s Organizational Documents, advisory agreement, sub-advisory agreement (if applicable), custodian agreement, transfer
agency agreement, administration agreement, other service agreements, current prospectus, statement of additional information, periodic
fund 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 Administrator a copy of any amendment or supplement to any of the above-mentioned documents. Upon request, the Trust shall
furnish promptly to Administrator 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. Administrator and the Trust shall regularly consult with each
other regarding Administrator’s performance of its obligations under this Agreement. In connection therewith, the Trust shall submit
to Administrator 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 Securities Act of 1933, as amended, 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. | Liaison with Accountants, Custodians and Pricing Services; Assistance with Regulatory Examinations. |
| (a) | Accountants. Administrator shall act as a liaison with the Trust’s
independent public accountants and shall provide account analyses, fiscal year summaries, and such other audit-related schedules as may
be requested by the Trust’s independent public accountants or the Trust with respect to the Services provided by Administrator hereunder.
Administrator shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information
is made available to such accountants as reasonably requested or required by the Trust. |
| (b) | Pricing Services, Valuation. Administrator may utilize one or more pricing
services, as directed by the Trust or the Trust’s investment adviser in its capacity as valuation designee in accordance with Rule
2a-5 under the 1940 Act (the “valuation designee”). The Trust or the valuation designee shall identify in writing to Administrator
the pricing service(s) to be utilized on behalf of the Trust. For those securities where prices are not provided by the pricing service(s),
in accordance with the 1940 Act, the Trust or the valuation designee shall provide valuations or approve the method for determining the
fair value of such securities and shall determine or obtain the valuation of the securities in accordance with such method and shall deliver
to Administrator the resulting price(s). In the event the Trust or the valuation designee desires to provide a price that varies from
the price provided by the applicable pricing service(s), the Trust or the valuation designee shall promptly notify and supply Administrator
with the valuation of any such security on each valuation date. The Administrator is not the guarantor of the accuracy of the securities
prices received from such pricing services and the Administrator is not liable to the Trust for errors (and shall be indemnified by any
claims against Administrator for errors) in valuing the Trust’s assets or calculating the net asset value (the “NAV”)
per share of the Trust when the calculations are based upon inaccurate prices provided by pricing services. Additional services listed
in Appendix C apply to any data received from a pricing service(s) or similar service. |
| (c) | Custodians. The Trust acknowledges that Administrator may rely on and shall
have no responsibility to validate the existence of assets reported by the Trust, the Trust’s adviser, or the Trust’s custodian,
other than Administrator’s completion of a reconciliation of the assets reported by such parties. The Trust acknowledges that it
is the responsibility of the Trust to validate the existence of assets reported to Administrator. Administrator may rely, and has no duty
to investigate the representations of, the adviser, sub-adviser, Trust, or the Trust’s custodian. |
| (d) | Examinations. Administrator shall provide reasonable assistance in connection
with any examination of or inquiry related to the Trust by a regulatory authority that includes a review of Trust records maintained by
Administrator. Administrator reserves the right to charge a reasonable fee for such services. |
| 15. | Business Continuity Plan. Administrator 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, Administrator shall, at no additional expense to the Trust, take
commercially reasonable steps to minimize service interruptions. Upon the Trust’s reasonable request, Administrator shall provide
supplemental information concerning aspects of its business continuity plan that are relevant to the Services. |
| 16. | Duration and Termination of this Agreement. |
| (a) | Initial Term. This Agreement shall become effective as of the date first written above (the “Start
Date”) and shall continue thereafter throughout the period that ends three (3) years after the Start Date (the “Initial Term”). |
| (b) | 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. |
| (c) | Termination Either party may terminate this Agreement, without payment of penalty, (a) 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 16(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. |
| (d) | Termination for Cause. Administrator or Trust also may, by written notice to the other, terminate
this Agreement if any of the following events occur: |
| (i) | 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 (v) where the other party is Administrator, material changes in governing documents, bylaws, or registration statement,
or other assumptions relied upon by the Trust or the assumptions set forth are determined by the Trust, in its reasonable discretion,
to materially affect the services provided by Administrator or the Administrator 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. |
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.
| (e) | Deliveries Upon Termination. Upon termination of this Agreement, Administrator agrees to cooperate
in the orderly transfer of administration duties and shall deliver to the Trust or as otherwise directed 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
Administrator 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. |
| (f) | Fees and Expenses Upon Termination. 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 Administrator a reasonable fee (determined by Administrator) for Administrator’s services provided in
connection with the Trust liquidating or converting to another service provider. |
| 17. | 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 Administrator, or by Administrator without the prior written consent of the Trust (except for assignment by the Administrator
to a subsidiary affiliate). |
| 18. | 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. Each party to this Agreement, by its execution hereof (i) irrevocably
submits to the nonexclusive jurisdiction of the state courts of the State of Colorado or the United States District Courts for the State
of Colorado for the purpose of any action between the parties arising in whole or in part under or in connection with this Agreement,
and (ii) waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise,
in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt
or immune from attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of
forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason
of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject
matter hereof may not be enforced in or by such court. |
| 19. | Names. The obligations of the Trust entered into in the name or on behalf thereof by any trustee,
shareholder, representative, or agent thereof are made not individually, but in such capacities, and are not binding upon any of the trustees,
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. |
| 20. | Amendments to this Agreement. This Agreement may only be amended by the parties in writing. |
| 21. | 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 confirmation of receipt by the receiving
party, which shall not be unduly withheld by the receiving party; |
To Administrator:
Paralel Technologies LLC
1700 Broadway Suite 1850
Denver, Colorado 80290
Attn: General Counsel
Email: legalnotice@paralel.com; chris@paralel.com
To the Trust:
XAI Octagon Floating Rate & Alternative Income
Term Trust
321 N. Clark Street, Suite 2430
Chicago, Illinois 60654
Attn: Benjamin McCulloch
Email: bmcculloch@xainvestments.com; kflynn@xainvestments.com
| 22. | 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. |
| 23. | 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 Administrator may embody in one or more separate documents its agreement, if any, with respect to delegated duties and oral
instructions. |
| 24. | 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. |
| 25. | Survival. The provisions of Sections 4, 6, 16 (as applicable), 18, 24 and this Section 25 hereof
shall survive termination of this Agreement. |
[signature page follows]
IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the day and year first above written.
|
XAI OCTAGON
FLOATING RATE & ALTERNATIVE INCOME TERM TRUST, |
|
A Delaware
statutory trust |
|
|
|
|
By: |
/s/
Benjamin D. McCulloch |
|
Name: |
Benjamin D. McCulloch |
|
Title: |
Secretary and Chief Legal
Officer |
|
|
|
|
PARALEL
TECHNOLOGIES LLC, |
|
A Delaware
limited liability company |
|
|
|
|
By: |
/s/ Jeremy May |
|
Name: |
Jeremy May |
|
Title: |
Chief Executive Officer |
APPENDIX A
SERVICES
The below services to be performed
by Administrator are included in the compensation noted on Appendix B.
Fund Administration
| § | Prepare annual and semi-annual financial statements utilizing
templates for standard layout and printing |
| § | Prepare quarterly financial statements two times per year
(utilizing templates for standard layout and printing) to include: Income Statement; Statement of Assets and Liabilities, Statement of
Cash Flows, Financial Highlights |
| • | Will be prepared within 60 days of the end of the applicable quarter. |
| · | Prepare Forms N-CSR and N-PX |
| · | Prepare and file Forms N-PORT and N-CEN* |
| · | Calculate monthly SEC standardized total return performance
figures |
| · | Prepare required reports for quarterly Board meetings |
| · | Maintain budget vs. actual expenses |
| · | Manage fund invoice approval and bill payment process |
| · | Assist
with placement of Fidelity Bond and E&O insurance |
| · | Coordinate
reporting to outside agencies including Morningstar, etc. |
Fund Accounting
| · | Transmit
NAVs to NASDAQ, transfer agent, adviser and other third parties |
| · | Compute
yields, expense ratios, portfolio turnover rates, etc. |
| · | Reconcile
cash and investment balances with the Custodian |
| · | Support
preparation of financial statements |
| · | Prepare
and maintain required Fund Accounting records in accordance with the 1940 Act |
| · | Apply
security valuations from appropriate sources consistent with the Trust’s pricing and valuation policies |
Legal Administration
| · | Coordinate
EDGARization and file Forms N-CSR and N-PX |
| · | File
Fidelity Bond with SEC |
| · | Coordinate
annual shareholder meeting proxy filing and mailing process |
| · | Compile
and distribute board materials for quarterly board meetings |
| · | Attend
(virtually) and prepare initial draft of minutes for quarterly board meetings |
| · | Maintain
board compliance calendar for the Trust with schedule for quarterly board matters and items |
Compliance Administration
| · | Perform
post-trade prospectus & SAI and SEC investment restrictions, leverage/asset coverage and limited derivative user monitoring |
| · | Provide
warning/alert notification with supporting documentation |
| · | Provide
quarterly compliance testing certification to Board of Trustees |
Tax Administration
| · | Calculate
dividend and capital gain distribution rates |
| · | Prepare
ROCSOP and required tax designations for Annual Report |
| · | Prepare
and coordinate filing of income and excise tax returns |
| o | Audit firm to sign all returns as paid preparer |
| · | Calculate/monitor
book-to-tax differences |
| · | Provide
quarterly Subchapter M compliance monitoring and reporting |
| · | Provide
tax re-allocation data for shareholder 1099 reporting |
| · | Prepare
and coordinate distribution of 19a-1 filings as required |
Revisions
to, or the addition of new services to the services listed above (including but not limited to new or revised services related to regulatory
changes or special projects) shall be subject to additional fees as determined by Administrator.
APPENDIX B
FEES AND EXPENSES
APPENDIX C
ADDITIONAL TERMS APPLICABLE TO DATA
SERVICES
In addition to the terms and conditions otherwise contained in the
Agreement, the following terms and conditions apply to any services requiring third party valuation, pricing, or security level or other
reference data (as defined generally below as “Data”) (herein referred to as “Data Services”).
| (a) | Administrator may engage third-party persons or organizations (referred to as a “Supplier”)
to assist in the provision of its duties of providing the Data Services; provided that, in such event, Administrator shall not be relieved
of any of its obligations otherwise applicable under the Agreement. |
| 2. | Use of Data; No Warranty; Termination of Rights. |
| (a) | As part of the provision of the Data Services, Administrator may provide or utilize security and/or
issuer level reference data, risk metrics calculations, liquidity data, taxonomy data and other similar holdings classifications, as
well as pricing or other market data (collectively, the “Data”) that may be supplied by Administrator or a third-party
Suppliers. Any Data being provided to the Trust by Administrator directly or by a Suppliers are being supplied to the Trust for the
sole purpose of completion of the Data Services. The Trust may use the Data only for purposes necessary for the Data Services. The
Trust does not have any license or right to use the Data for purposes beyond the Data Services, including, but not limited to, resale
to other users or use to create any type of historical database. Data cannot be passed to or shared with any other non-affiliated
entity or used by Trust in a third party hosted system except as to complete the Services. |
| (b) | The Trust acknowledges the proprietary rights that Administrator and its Suppliers have in the Data. The Administrator and/or Supplier shall retain any intellectual property rights in the Data supplied to Trust in the provision of the
Data Services under this Agreement. Trust acknowledges the confidentiality provisions of the Agreement applies to any Data provided by
Suppliers as part of the Data Services. |
| (c) | When required in the Administrator’s agreement with a Supplier (“Supplier Agreement”), the Trust acknowledges that such
Supplier shall be considered a third-party beneficiary under this Agreement as it relates to the Data supplied by such Supplier in the
Data Services and may enforce its rights under the applicable provisions of this Agreement. Upon termination of a Supplier Agreement or
by request of Supplier (which may be communicated to the Administrator, who shall notify the Trust), the Trust agrees to cease use of
and delete any Data related to such Supplier Agreement from its systems, except as may be required by applicable law or regulatory requirements.
Upon reasonable prior notice, Trust agrees to provide a Supplier with limited audit rights to reasonably ensure that Trust’s use
of that Supplier’s Data (or its deletion, if applicable) is in accordance with the terms of this Agreement. |
| (d) | In reports or other materials created for the Trust or by the Trust using Data or as part of the Data Services, Administrator may require
the inclusion of certain disclaimers that may be now or later required under a Supplier Agreement. |
| (e) | Administrator and its Suppliers shall have no liability to the Trust, or a third party, for errors, omissions
or malfunctions in the Data or related services, other than the obligation of Administrator to endeavor, upon receipt of notice from the
Trust, to correct a malfunction, error, or omission in any Data or related services. |
| (f) | The Trust acknowledges that the Data and related services are intended for use as an aid to institutional
investors, registered brokers or professionals of similar sophistication in making informed judgments concerning securities, in connection
to the Data Services. The Trust accepts responsibility for, and acknowledges it exercises its own independent judgment in, its selection
of the Data and related services, its selection of the use or intended use of such, and any results obtained. Nothing contained herein
shall be deemed to be a waiver of any rights existing under applicable law for the protection of investors. |
| (g) | The Trust shall indemnify Administrator and its Suppliers against and hold Administrator and its Suppliers
harmless from any and all losses, damages, liability, costs, including attorney's fees, resulting directly or indirectly from any claim
or demand against Administrator or its Suppliers by a third party arising out of or related to the accuracy or completeness of any Data
or related services received by the Trust, or any data, information, service, report, analysis or publication derived therefrom. Neither
Administrator nor its Suppliers shall be liable for any claim or demand against the Trust by a third party related to the Data or provision
of the Data Services. |
| (h) | Administrator and its Suppliers, nor the Trust shall be liable for (i) any special, indirect or consequential
damages (even if advised of the possibility of such), (ii) any delay by reason of circumstances beyond its control, including acts of
civil or military authority, national emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God,
insurrection, war, riots, or failure beyond its control of transportation or power supply, or (iii) any claim that arose more than one
year prior to the institution of suit therefor. |
| (i) | THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, ADMINISTRATOR AND ITS SUPPLIERS MAKE NO WARRANTIES,
EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS OR ANY OTHER MATTER. |
| 3. | Provisions applicable to Data from Suppliers containing evaluations. |
| (a) | In the event that Trust at any time receives Data from Supplier containing evaluations, rather than market
quotations, for certain securities or certain other data related to such securities, the following provisions will apply: |
| i. | evaluated securities are typically complicated financial instruments. There are many methodologies (including
computer-based analytical modeling and individual security evaluations) available to generate approximations of the market value of such
securities, and there is significant professional disagreement about which is best. No evaluation method, including those used by Supplier,
may consistently generate approximations that correspond to actual "traded" prices of the instruments; |
| ii. | Supplier methodologies used to provide the pricing portion of certain Data may rely on evaluations; however,
the Trust acknowledges that there may be errors or defects in Supplier’s software, databases, or methodologies that may cause resultant
evaluations to be inappropriate for use in certain applications; and |
| iii. | The Trust assumes all responsibility for edit checking, external verification of evaluations, and ultimately
the appropriateness of use of evaluations and other pricing data provided via the Service in Trust’s applications, regardless of
any efforts made by Supplier in this respect. The Trust shall indemnify and hold Supplier and Administrator completely harmless in the
event that errors, defects, or inappropriate evaluations are made available via the Data. |
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XAI Octagon Floating Rat... (NYSE:XFLT)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 5월(5) 2024
XAI Octagon Floating Rat... (NYSE:XFLT)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024