UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14A-101)
SCHEDULE 14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate boxes
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting material Pursuant to §240.14a-12 |
XAI Floating Rate & Alternative Income
Trust
(Name of Registrant as Specified In Its Charter)
OCTAGON CREDIT INVESTORS, LLC
GRETCHEN LAM
LAUREN LAW
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11 |
Octagon Credit Investors, LLC (“Octagon”), together with
the other participants named herein, intends to file a preliminary proxy statement on Schedule 14A, accompanying BLUE proxy
card, and other relevant documents with the U.S. Securities and Exchange Commission to be used to solicit votes AGAINST
the approval of a new sub-advisory agreement at the special meeting of shareholders of the XAI Floating Rate & Alternative Income
Trust (the “Fund”), scheduled to be held on July 30, 2026.
On June 25, 2026, Octagon issued the following press release and open
letter to shareholders of the Fund:
Octagon Opposes the Proposed Appointment of
Rockford Tower Asset Management as
XFLT’s Sub-Adviser
Intends to File Preliminary Proxy Statement
in Connection with XFLT’s Upcoming Special Meeting
Urges XFLT Shareholders to Disregard and
Discard Any Proxy Materials They Receive From XFLT and Refrain From Voting Until Octagon’s Proxy Materials Are Available
New York, NY – June 25, 2026 – Octagon Credit Investors,
LLC (“Octagon”), a leading credit-focused asset manager, today announced that it intends to file a preliminary proxy statement
with the U.S. Securities and Exchange Commission (the “SEC”) and has issued an open letter to shareholders of the Fund in
connection with the upcoming special meeting of shareholders of XAI Floating Rate & Alternative Income Trust (formerly, XAI Octagon
Floating Rate & Alternative Income Trust) (the “Fund” or “XFLT”), which is scheduled to be held on July 30,
2026 (the “Special Meeting”).
At the Special Meeting, XFLT is seeking shareholder approval of a new
investment sub-advisory agreement pursuant to which Rockford Tower Asset Management, L.L.C. (“Rockford Tower”), a newly formed
wholly owned subsidiary of King Street Capital Management, L.P. (“King Street”), would replace Octagon as the Fund’s
investment sub-adviser.
Octagon has served as XFLT’s investment sub-adviser since the
Fund’s inception in 2017. Octagon believes that replacing the Fund’s long-standing sub-adviser with a newly formed manager
that lacks an independent public fund track record is not in the best interests of shareholders. Accordingly, Octagon intends to file
definitive proxy materials and solicit support from XFLT shareholders to vote AGAINST the proposed new sub-advisory agreement.
Octagon has mailed a letter to shareholders encouraging them to disregard
and discard XFLT’s proxy materials and refrain from voting until they have had an opportunity to review Octagon’s
forthcoming proxy materials, which will contain important information concerning the risks and uncertainty associated with the proposed
appointment of a new sub-adviser.
The full text of Octagon’s letter is below:
Dear Fellow XFLT Shareholders,
XAI Floating Rate & Alternative Income Trust (the “Fund”
or “XFLT”) is seeking shareholder approval of a new investment sub-advisory agreement pursuant to which Rockford Tower Asset
Management, L.L.C. (“Rockford Tower”), a wholly owned subsidiary of King Street Capital Management, L.P., would replace Octagon
Credit Investors, LLC (“Octagon,” “we” or “ours”) as the Fund’s investment sub-adviser.
Octagon is a leading institutional manager of below-investment grade
corporate credit and an experienced manager of CLOs and other specialized credit asset classes. We have served as XFLT’s sub-adviser
with distinction since the Fund’s inception in 2017. Rockford Tower, on the other hand, is a newly formed entity with no operating
history, and its parent company has never managed a closed-end fund.
Over the coming days and weeks, you will receive materials from XFLT
soliciting your support ahead of the Fund’s special meeting of shareholders to approve a new sub-advisory agreement among XFLT,
XA Investments LLC and Rockford Tower, which is scheduled to be held on July 30, 2026 (the “Special Meeting”).
We urge you to disregard XFLT’s materials and refrain from
voting until you have had an opportunity to review all of the relevant facts and consider the potential risks associated with
replacing Octagon as the Fund’s longstanding sub-adviser. During Octagon’s tenure as sub-adviser, the Fund earned a five-star
rating from Morningstar as recently as 2025 and was recently named a finalist for Creditflux’s Best Public Closed-End CLO Fund.
Octagon expects to distribute its own proxy materials, as well as additional
letters and presentations, to XFLT shareholders in the near future. In those communications, we will explain in greater detail the reasons
why we believe appointing Rockford Tower as the Fund’s sub-adviser is not in your best interests. Our concerns, however, can be
summarized quite simply:
We believe XFLT’s Board of Trustees has made a monumental
error of judgment.
In our view, there is no compelling justification for abandoning a
proven and longstanding sub-adviser and replacing it with an entity affiliated with a firm that has never managed a closed-end fund and
saw its longtime head of structured credit trading recruited to another firm earlier this year. We believe the substantial risks, uncertainty
and potential disruption associated with this transition far outweigh any speculative economic benefits.
Nothing less than the future of your investment is at stake, and it
is critical that you make an informed decision. We therefore urge you to disregard and discard any materials you receive from XFLT and
to refrain from voting until you have reviewed Octagon’s forthcoming proxy materials. If you have already voted, you may change
your vote at any time prior to the Special Meeting. Only your latest dated vote counts.
We look forward to engaging with you over the coming weeks.
Octagon Credit Investors
Advisors
Sidley Austin LLP is serving as legal counsel to Octagon. Spotlight
Advisors LLC is providing strategic and financial advice to Octagon and Gagnier Communications is providing communications advice. Saratoga
Proxy Consulting is serving as Octagon’s proxy solicitor.
About Octagon Credit Investors
Founded in 1994, Octagon Credit Investors is a $32 billion asset manager
specializing in broadly syndicated loan, structured credit, multi-asset credit, and direct lending strategies. Octagon’s disciplined,
time-tested investment process relies on fundamental credit analysis and active portfolio management to generate attractive risk-adjusted
performance for its clients.
Octagon is majority-owned by Conning1, a leading global
investment management firm with a long history of serving insurance companies and other institutional investors. Octagon and Conning are
part of Generali Investments,2 a platform of asset management firms operating in more than 20 countries, offering distinctive
strategies in public and private markets and expert insights to help investors achieve long-term performance. Generali Investments is
the asset management arm of the Generali Group, one of the world’s largest insurance and asset management players.
For more information, please visit www.octagoncredit.com.
| 1. | Conning, Inc., Goodwin Capital Advisers, Inc., Conning Investment Products, Inc., a FINRA-registered broker-dealer, Conning Asset
Management Limited, Conning Asia Pacific Limited, Octagon Credit Investors, LLC, Global Evolution Holding ApS and its subsidiaries, and
Pearlmark Real Estate, L.L.C. and its subsidiaries are all direct or indirect subsidiaries of Conning Holdings Limited (collectively,
“Conning”) which is one of the family of companies whose controlling shareholder is Generali Investments Holding S.p.A. (“Generali
Investments”) a company headquartered in Italy. |
| 2. | Generali Investments is part of the Generali Group, which was established in 1831 in Trieste as Assicurazioni Austro-Italiche. Conning,
Generali Asset Management S.p.A. Società di gestione del risparmio, Generali Real Estate S.p.A. Società di gestione del
risparmio, Infranity SAS, Sosteneo S.p.A. Società di gestione del risparmio, Sycomore Asset Management, Aperture Investors LLC
(including Aperture Investors UK Ltd), Lumyna Investments Limited and Plenisfer Investments S.p.A. Società di gestione del risparmio
are part of Generali Investments, as well as Generali Investments CEE. Please note that the countries refers to the countries where the
different funds of the asset management companies that are part of Generali Investments are registered for distribution. Please note that
not all funds are registered in all the countries and not all the asset management companies are licensed to operate in such countries. |
Important Information
Octagon Credit Investors, LLC (“Octagon”), together with
Gretchen Lam and Lauren Law (collectively, the “Participants”), intends to file a preliminary proxy statement on Schedule
14A, accompanying BLUE proxy card, and other relevant documents with the U.S. Securities and Exchange Commission (the “SEC”)
in connection with the solicitation of proxies to vote AGAINST the approval of a new sub-advisory agreement at the special meeting
of shareholders of the XAI Floating Rate & Alternative Income Trust (the “Fund”) scheduled to be held on July 30, 2026.
THE PARTICIPANTS STRONGLY ADVISE ALL SHAREHOLDERS OF THE FUND TO READ
THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING THE BLUE PROXY CARD, THAT HAVE BEEN OR WILL BE FILED BY SUCH PARTICIPANTS BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS ARE OR WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE
AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST.
As of the date hereof, Octagon directly beneficially owns 60,000 common
shares of beneficial interest, par value $0.01 per share (the “Common Shares”). As of the date hereof, Ms. Lam does not beneficially
own any securities of the Fund. As of the date hereof, Ms. Law directly beneficially owns 4,000 Common Shares.
Investor Contacts
John Ferguson / Joseph Mills
Saratoga Proxy Consulting LLC
jferguson@saratogaproxy.com
jmills@saratogaproxy.com
(212) 257-1311
(888) 368-0379
Media Contact
Riyaz Lalani / Dan Gagnier
Gagnier Communications
Octagon@gagnierfc.com
(646) 342 8087
