{"id":33740,"date":"2026-07-09T20:03:00","date_gmt":"2026-07-09T18:03:00","guid":{"rendered":"http:\/\/stocks-future.com\/?guid=1aefb1c17be388d855d0bee4f511f229"},"modified":"2026-07-09T20:03:00","modified_gmt":"2026-07-09T18:03:00","slug":"octagon-urges-xflt-shareholders-to-choose-a-better-path-forward-and-vote-against-the-boards-proposed-sub-adviser-change","status":"publish","type":"post","link":"https:\/\/stocks-future.com\/?p=33740","title":{"rendered":"Octagon Urges XFLT Shareholders to Choose a Better Path Forward and Vote AGAINST the Board’s Proposed Sub-Adviser Change"},"content":{"rendered":"

\nFiles Definitive Proxy Statement and BLUE<\/span> Proxy Card in Connection with XFLT's July 30 Special Meeting<\/i><\/p>

\nReleases Letter to XFLT Shareholders Outlining Plan to Lower Fees, Protect Distributions and Narrow the Fund's Discount to NAV Under Octagon Stewardship<\/i><\/p>

\nUrges Shareholders to Vote AGAINST Replacing Octagon with an Unproven Manager at <\/i>No Savings to Shareholders<\/i><\/p>

NEW YORK--(BUSINESS WIRE)--Octagon Credit Investors, LLC (\u201cOctagon\u201d), a leading credit-focused asset manager, today announced that it has filed its definitive proxy statement with the U.S. Securities and Exchange Commission (the \u201cSEC\u201d) and has issued an open letter to shareholders of XAI Floating Rate & Alternative Income Trust (NYSE: XFLT) (formerly, XAI Octagon Floating Rate & Alternative Income Trust) (the \u201cFund\u201d or \u201cXFLT\u201d) in connection with the Fund\u2019s upcoming special meeting of shareholders which is scheduled to be held on July 30, 2026 (the \u201cSpecial Meeting\u201d).<\/p><\/a><\/a>

\nAt the Special Meeting, XFLT\u2019s Board of Trustees (the \u201cBoard\u201d) is seeking shareholder approval of a new investment sub-advisory agreement (the \u201cNew Sub-Adviser Proposal\u201d) pursuant to which Rockford Tower Asset Management, L.L.C. (\u201cRockford Tower\u201d), a newly formed wholly owned subsidiary of King Street Capital Management, L.P. (\u201cKing Street\u201d), would replace Octagon as the Fund\u2019s investment sub-adviser.<\/p>

\nIn its letter to XFLT shareholders, Octagon outlines its belief that the installation of Rockford Tower is a grave error that risks the Fund\u2019s performance and favors XAI at shareholders' expense<\/span><\/b>.<\/span> Octagon refutes the Board\u2019s tenuous explanation that the change in sub-adviser was a result of performance concerns, when, in fact, during Octagon\u2019s tenure as XFLT's sub-adviser (since the Fund's 2017 inception), the Fund outperformed its closest peers on both a total shareholder return and NAV basis, earned a five-star Morningstar rating in 2025, and was named a finalist for Creditflux's Best Public Closed-End CLO Fund in 2026. Under Octagon\u2019s stewardship, the Fund grew to nearly $580 million in managed assets, an eight-fold increase since inception.<\/p>

\nRockford Tower has agreed to perform the sub-adviser role for a lower fee, which Octagon contends will allow XAI to keep more of the overall management fee while shareholders pay the same total cost.<\/p>

\nAs an alternative, Octagon has offered to assume the role of adviser and reduce the Fund's overall management fee from 1.7% to 1.3%, simplify the management structure under a single adviser, and focus on closing the trading discount to NAV, including through potential open market share repurchases and\/or a tender offer at or near NAV.<\/p>

\nOctagon urges shareholders to vote AGAINST<\/span> the New Sub-Adviser Proposal and vote the BLUE<\/span><\/b> proxy card to demand a Better Path Forward<\/i> under Octagon\u2019s stewardship.<\/p>

\nThe <\/span>full text of Octagon\u2019s letter is below:<\/span><\/p>

\nJuly 9, 2026<\/p>

\nDear Fellow XFLT Shareholders,<\/p>

\nYou have a critical decision to make\u2014one that may impact the value of your shares.<\/b><\/p>

\nAt an upcoming special meeting of shareholders scheduled to be held on July 30, 2026 (the \"Special Meeting\"), the Board of Trustees (the \u201cBoard\u201d) of XAI Floating Rate & Alternative Income Trust (the \"Fund\" or \"XFLT\") <\/b>is seeking your approval to change the management of the Fund.<\/p>

\nSince XFLT\u2019s inception in 2017, Octagon Credit Investors, LLC (\"Octagon,\" \"we\" or \"our\") has served as XFLT\u2019s investment adviser (also known as the \u201csub-adviser\u201d) managing the day-to-day investment decisions for your fund and reporting to the Fund\u2019s primary adviser, XA Investments LLC (\u201cXAI\u201d) (referred to as the \u201cadviser\u201d). Octagon Credit Investors is one of the longest-tenured CLO managers in the United States, with over 30 years of experience and more than $30 billion in assets under management.<\/p>

\nNow, the Board and XAI are seeking to replace Octagon as the Fund's sub-adviser, with Rockford Tower Asset Management, L.L.C. (\"Rockford Tower\"), a newly formed entity that has never managed a closed-end fund and whose parent company is reportedly facing \u201clackluster performance, fleeing clients and an exodus of long-tenured staff.<\/i>\u201d1<\/sup><\/p>

\nIn our view, this would be a grave mistake and harmful to shareholders, risking the Fund\u2019s performance <\/b>seemingly to benefit XAI, which stands to earn even more fees <\/b>from the Fund. Contrary to the Board\u2019s recommendation, we believe shareholders would be best served by not<\/span> appointing a new and inexperienced sub-adviser in Rockford Tower.<\/p>

\nAccordingly, we encourage you to vote AGAINST<\/span> the proposed appointment of a new sub-adviser (the \u201cNew Sub-Adviser Proposal\u201d).<\/b><\/p>

\nOctagon Has Been an Excellent Steward as Investment Adviser to XFLT<\/span><\/b><\/p>

\nUnder Octagon\u2019s investment stewardship, XFLT has outperformed its closest peers2<\/sup> on both a total shareholder return and net asset value (\u201cNAV\u201d) return basis.3<\/sup> The Fund\u2019s performance earned XFLT a Five-Star Morningstar Rating in 2025, and the Fund was recognized as a finalist for Creditflux\u2019s Best Public Closed-End CLO Fund in 2026.<\/p>

\nSo, why the proposed change?<\/p>

\nFor one thing, Rockford Tower has agreed to perform the critical sub-adviser role for a lower fee than we have charged XAI historically, allowing XAI to keep more of the overall management fees for itself. If the New Sub-Adviser Proposal is approved, an unproven manager would be installed but shareholders would be charged the same management fee. XAI, however, would stand to make even more money<\/b>.<\/p>

\nXAI and its hand-selected Board members have not been upfront about this motivation. Instead, they have manufactured a narrative about Octagon\u2019s performance as investment adviser, but their claims do not withstand basic scrutiny.<\/p>

\nThe Fund has, in fact, outperformed<\/i> its peers over almost every period and on almost every relevant metric, due to Octagon\u2019s investment prowess. Ask yourself: if that were not the case, why has the Fund grown to nearly $580 million\u2014an eight-fold increase in total managed assets\u2014since inception? Why has the Fund received accolades from industry experts?<\/i><\/p>

\nThere Is a Better Path Forward<\/span><\/b><\/p>

\nOctagon has regularly recommended initiatives intended to improve the Fund\u2019s performance and enhance shareholder value. Recently, Octagon even offered to assume the role of adviser to XFLT and reduce the Fund\u2019s overall management fee from 1.7% to 1.3%. That would immediately improve the Fund\u2019s cash flow and ability to support the distributions to shareholders.<\/p>

\nUnfortunately, XAI and the Board repeatedly disregarded Octagon\u2019s recommendations and rejected Octagon\u2019s proposal to reduce the Fund\u2019s management fee<\/b>. Ask yourself: whose interests were they representing when they turned down a fee cut that would have benefited shareholders?<\/i><\/p>

\nThe best way forward is for shareholders to reject the New Sub-Adviser Proposal. If that Proposal fails, Octagon is prepared to step in and serve as the adviser to XFLT.<\/p>

\nWe have developed a plan to support stability and continuity with respect to the Fund\u2019s distributions, strategy, portfolio and infrastructure:<\/p>

    \n
  1. \nMeaningfully reduce the management fees charged by the Fund;<\/li>\n
  2. \nSimplify the management structure by operating the Fund with just one adviser; and<\/li>\n
  3. \nFocus efforts on reducing the trading price discount to NAV, including by exploring open market share repurchases and\/or a tender offer at or near NAV.<\/li>\n<\/ol>

    \nWith these actions and Octagon serving as the Fund\u2019s adviser, we are confident that XFLT can narrow the discount to NAV while continuing to deliver sustainable distributions\u2014all to the benefit of the Fund\u2019s shareholders.<\/p>

    \nBut first, shareholders must reject the New Sub-Adviser Proposal.<\/p>

    \nShareholders Should Vote AGAINST the New Sub-Adviser Proposal<\/span><\/b><\/p>

    \nIt is time to make your voice heard. <\/b>And in our view, you have an easy choice to make: reject the Board\u2019s proposal and send a clear message that shareholders want lower fees, consistent distributions and efforts to narrow the gap to NAV; or, accept the risk of a new, unproven investment adviser without any reduction in overall fees or efforts to sustain distributions or reduce the value gap. In our view, there is no reason to support a proposal that is designed to increase XAI\u2019s fees, when the Board has an option to decrease management fees paid by shareholders and retain the Fund\u2019s existing sub-adviser that has delivered strong relative performance relative to XFLT\u2019s peer set.<\/b><\/p>

    \nWe therefore urge our fellow shareholders to join us in voting AGAINST<\/span><\/b> the New Sub-Adviser Proposal on the BLUE<\/span><\/b> Octagon proxy card. No matter how many shares you own, your vote is critical.<\/p>

    \nIf you have already voted for the Proposal, do not despair\u2014you may change your vote by voting a later-dated proxy AGAINST<\/span> the Proposal at any time. You may vote AGAINST on either the enclosed BLUE<\/span> proxy or any white proxy. Only your latest dated vote counts.<\/b><\/p>

    \nShareholders who require assistance in voting their BLUE<\/span><\/b> proxy, or to obtain additional proxy materials are urged to contact Saratoga Proxy Consulting LLC, Octagon\u2019s proxy solicitor, at:<\/p>

    \n(212) 257-1311 or (888) 368-0379, or by email at <\/b>info@saratogaproxy.com<\/b><\/a>.<\/i><\/b><\/p>

    \nAdvisors\n<\/b>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\u2019s proxy solicitor.<\/p>

    \nAbout Octagon Credit Investors\n<\/b>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\u2019s disciplined, time-tested investment process relies on fundamental credit analysis and active portfolio management to generate attractive risk-adjusted performance for its clients.<\/p>

    \nOctagon is majority-owned by Conning,4<\/sup> 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,5<\/sup> 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.<\/p>

    \nFor more information, please visit www.octagoncredit.com<\/a>.<\/p>

    \nImportant Information\n<\/span><\/b>Octagon Credit Investors, LLC (\u201cOctagon\u201d), together with Gretchen Lam and Lauren Law (collectively, the \u201cParticipants\u201d), has filed a definitive proxy statement on Schedule 14A, accompanying BLUE<\/span><\/b> proxy card, and other relevant documents with the U.S. Securities and Exchange Commission (the \u201cSEC\u201d) in connection with the solicitation of proxies to vote AGAINST<\/span><\/b> the approval of a new sub-advisory agreement at the special meeting of shareholders of the XAI Floating Rate & Alternative Income Trust (the \u201cFund\u201d) scheduled to be held on July 30, 2026.<\/p>

    \nTHE PARTICIPANTS STRONGLY ADVISE ALL SHAREHOLDERS OF THE FUND TO READ THE DEFINITIVE 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\u2019S WEBSITE AT HTTP:\/\/WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS WILL PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST.<\/p>\n\n\n\n\n\n\n

    \n____________________<\/p><\/td><\/tr>\n

    \n1<\/sup> Source: Hema Parmar, Katherine Burton, Eliza Ronalds-Hannon and Jack Sidders, \u201cKing Street\u2019s Poor Returns, Partner Exits Spur Firmwide Revamp,\u201d Bloomberg, June 26, 2026.<\/p><\/td><\/tr>\n

    \n2<\/sup> \u201cPeers\u201d include Carlyle Credit Income Fund (CCIF), Eagle Point Credit Company (ECC), OFS Credit Company (OCCI), Oxford Lane Capital (OXLC), Pearl Diver Credit Company (PDCC) and Sound Point Meridian Capital (SPMC).<\/p><\/td><\/tr>\n

    \n3<\/sup> Source: Bloomberg and fund filings. Data as of May 19, 2026, the last trading day prior to XFLT\u2019s public disclosure of the proposed sub-adviser transition. Peer data refers to median.<\/p><\/td><\/tr>\n

    \n4<\/sup> 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, \u201cConning\u201d) which is one of the family of companies whose controlling shareholder is Generali Investments Holding S.p.A. (\u201cGIH\u201d) a company headquartered in Italy. Assicurazioni Generali S.p.A. is the ultimate controlling parent of all GIH subsidiaries.<\/p><\/td><\/tr>\n

    \n5<\/sup> Generali Investments Holding S.p.A., data as at end of Q4 2025 net of double counting. Generali Investments is part of the Generali Group, which was established in 1831 in Trieste as Assicurazioni Austro-Italiche. Generali Asset Management S.p.A. Societ\u00e0 di gestione del risparmio, Generali Real Estate S.p.A. Societ\u00e0 di gestione del risparmio, Infranity SAS, Sosteneo S.p.A. Societ\u00e0 di gestione del risparmio, Sycomore Asset Management, Aperture Investors LLC (including Aperture Investors UK Ltd), Lumyna Investments Limited, Plenisfer Investments S.p.A. Societ\u00e0 di gestione del risparmio, Conning, Inc., Conning Asset Management Limited, Conning Asia Pacific Limited, Conning Investment Products, Inc., Goodwin Capital Advisers, Inc. (collectively, \u201cConning\u201d) and its subsidiaries (Global Evolution Asset Management A\/S - including Global Evolution USA, LLC and Global Evolution Fund Management Singapore Pte. Ltd- Octagon Credit Investors, LLC, Pearlmark Real Estate, LLC and PREP Investment Advisers LLC) 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. Generali Investments Holding S.p.A. is the holding company holding, directly or indirectly, a majority of the shares in the asset management companies listed above.<\/p><\/td><\/tr>\n<\/table>

    \n\u00a0<\/p> Contacts<\/b>

    \nInvestor Contacts<\/b>John Ferguson \/ Joseph Mills\nSaratoga Proxy Consulting LLC\njferguson@saratogaproxy.com<\/a>jmills@saratogaproxy.com<\/a>(212) 257-1311\n(888) 368-0379<\/p>

    \nMedia Contact<\/b>Riyaz Lalani \/ Dan Gagnier\nGagnier Communications\nOctagon@gagnierfc.com<\/a>(646) 342-8087<\/p>","protected":false},"excerpt":{"rendered":"

    Files Definitive Proxy Statement and BLUE Proxy Card in Connection with XFLT’s July 30 Special Meeting
    \nReleases Letter to XFLT Shareholders Outlining Plan to Lower Fees, Protect Distributions and Narrow the Fund’s Discount to NAV Under Octagon Steward…<\/p>\n","protected":false},"author":2,"featured_media":0,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[1],"tags":[],"class_list":["post-33740","post","type-post","status-publish","format-standard","hentry","category-infos-businesswire"],"_links":{"self":[{"href":"https:\/\/stocks-future.com\/index.php?rest_route=\/wp\/v2\/posts\/33740","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/stocks-future.com\/index.php?rest_route=\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/stocks-future.com\/index.php?rest_route=\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/stocks-future.com\/index.php?rest_route=\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/stocks-future.com\/index.php?rest_route=%2Fwp%2Fv2%2Fcomments&post=33740"}],"version-history":[{"count":1,"href":"https:\/\/stocks-future.com\/index.php?rest_route=\/wp\/v2\/posts\/33740\/revisions"}],"predecessor-version":[{"id":33741,"href":"https:\/\/stocks-future.com\/index.php?rest_route=\/wp\/v2\/posts\/33740\/revisions\/33741"}],"wp:attachment":[{"href":"https:\/\/stocks-future.com\/index.php?rest_route=%2Fwp%2Fv2%2Fmedia&parent=33740"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/stocks-future.com\/index.php?rest_route=%2Fwp%2Fv2%2Fcategories&post=33740"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/stocks-future.com\/index.php?rest_route=%2Fwp%2Fv2%2Ftags&post=33740"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}