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\n 0001703079
\n 82-2305867<\/p>\n
0001703079<\/p>\n
2026-07-30
\n 2026-07-30<\/p>\n
iso4217:USD<\/p>\n
xbrli:shares<\/p>\n
iso4217:USD<\/p>\n
xbrli:shares<\/p>\n
\u00a0<\/p>\n
UNITED STATES<\/p>\n
SECURITIES AND EXCHANGE COMMISSION<\/p>\n
Washington, D.C. 20549<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
FORM 8-K<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
CURRENT REPORT<\/p>\n
Pursuant to Section\u00a013 or 15(d)<\/p>\n
of the Securities Exchange Act of 1934<\/p>\n
\u00a0<\/p>\n
Date of Report (Date of earliest event reported)
\nJuly 30, 2026 <\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
XAI Floating Rate & Alternative Income Trust<\/p>\n
(Exact name of registrant as specified in its
\ncharter)<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0
\n \u00a0
\n \u00a0
\n \u00a0
\n \u00a0<\/p>\n
Delaware
\n \u00a0
\n 811-23247
\n \u00a0
\n 82-235867<\/p>\n
(State or other jurisdiction
of incorporation)
\n \u00a0
\n (Commission
\n File Number)
\n \u00a0
\n (IRS Employer
Identification No.)<\/p>\n
\u00a0<\/p>\n
321 North Clark Street, Suite 2430, Chicago, Illinois
\n \u00a0
\n 60654<\/p>\n
(Address of principal executive offices)
\n \u00a0
\n (Zip Code)<\/p>\n
\u00a0<\/p>\n
Registrant\u2019s telephone number, including
\narea code (312) 374-6930<\/p>\n
\u00a0<\/p>\n
(Former name or former address, if changed since
\nlast report.)<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Check the appropriate box below if the Form\u00a08-K filing is intended
\nto simultaneously satisfy the filing obligation of the registrant under any of the following provisions:<\/p>\n
\u00a0<\/p>\n
\u2610Written
\ncommunications pursuant to Rule\u00a0425 under the Securities Act (17 CFR 230.425)<\/p>\n
\u2610Soliciting
\nmaterial pursuant to Rule\u00a014a-12 under the Exchange Act (17 CFR 240.14a-12)<\/p>\n
\u2610Pre-commencement
\ncommunications pursuant to Rule\u00a014d-2(b)\u00a0under the Exchange Act (17 CFR 240.14d-2(b))<\/p>\n
\u2610Pre-commencement
\ncommunications pursuant to Rule\u00a013e-4(c)\u00a0under the Exchange Act (17 CFR 240.13e-4(c))<\/p>\n
\u00a0<\/p>\n
Securities registered pursuant to Section 12(b) of the Act: \u00a0<\/p>\n
\u00a0<\/p>\n
Title of each class
\n \u00a0
\n Trading Symbol(s)
\n \u00a0
\n Name of each exchange on which registered<\/p>\n
Common Shares of Beneficial Interest
\n \u00a0
\n XFLT
\n \u00a0
\n New York Stock Exchange<\/p>\n
\u00a0<\/p>\n
Indicate by check mark whether the registrant is an emerging growth
\ncompany as defined in Rule 405 of the Securities Act of 1933 (\u00a7230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
\nAct of 1934 (\u00a7240.12b-2 of this chapter).<\/p>\n
\u00a0<\/p>\n
\u2610 Emerging
\ngrowth company<\/p>\n
\u00a0<\/p>\n
If an emerging
\ngrowth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new
\nor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. \u2610<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Interim Investment Sub-Advisory Agreement<\/p>\n
\u00a0<\/p>\n
On July 30, 2026, XAI Floating Rate & Alternative
\nIncome Trust (NYSE: XFLT) (the \u201cTrust\u201d) convened a special meeting of shareholders (the \u201cSpecial Meeting\u201d) to approve
\na new investment sub-advisory agreement (the \u201cNew Sub-Advisory Agreement\u201d) among the Trust, XA Investments, LLC (the \u201cAdviser\u201d)
\nand Rockford Tower Asset Management, L.L.C. (the \u201cKing Street Sub-Adviser\u201d). The Special Meeting has been adjourned to August 6, 2026, in order to continue to solicit additional proxies to approve the New Sub-Advisory
\nAgreement.<\/p>\n
\u00a0<\/p>\n
The
\nTrust has entered into an interim investment sub-advisory agreement (the \u201cInterim Sub-Advisory Agreement\u201d) among the Trust,
\nthe Adviser and the King Street Sub-Adviser, dated as of July 30, 2026. The Interim Sub-Advisory Agreement was entered into upon the termination
\nof the Trust\u2019s previous investment sub-advisory agreement (the \u201cPrevious Sub-Advisory Agreement\u201d) with Octagon Credit
\nInvestors, LLC (the \u201cPrevious Sub-Adviser\u201d), effective July 30, 2026.<\/p>\n
\u00a0<\/p>\n
The King Street Sub-Adviser is a newly formed,
\nwholly owned registered investment adviser subsidiary of King Street Capital Management, L.P. (\u201cKing Street\u201d). King Street
\nis a leading global alternative asset manager founded in 1995 that manages assets across an institutional platform spanning multiple segments
\nof the public and private markets. As of December\u00a031, 2025, King Street and its affiliates had $30.0\u00a0billion in assets under
\nmanagement. King Street manages 20 U.S.\u00a0CLOs and nine European CLOs, which total $12\u00a0billion in assets. The King Street Sub-Adviser\u00a0is
\nregistered as an investment adviser under the Investment Advisers Act of 1940. The King Street Sub-Adviser\u00a0is a Delaware limited
\nliability company. The principal business address of King Street and the King Street Sub-Adviser\u00a0is 299 Park Avenue, 40th\u00a0Floor,
\nNew\u00a0York, NY\u00a010171.<\/p>\n
\u00a0<\/p>\n
The Trust\u2019s current investment adviser, its
\ninvestment objective and principal investment policies and advisory fee rate will remain unchanged. Under the Interim Sub-Advisory Agreement,
\nthe King Street Sub-Adviser will provide investment advisory services to the Trust under terms that are substantially similar in all respects
\nto those provided by the Previous Sub-Adviser under the Previous Sub-Advisory Agreement.<\/p>\n
\u00a0<\/p>\n
The Trust will continue to pay to the Adviser an
\ninvestment advisory fee, payable monthly in arrears, in an annual amount equal to 1.70% of the Trust\u2019s average daily Managed Assets.
\n\u201cManaged Assets\u201d means the total assets of the Trust, including assets attributable to the Trust\u2019s use of leverage and
\npreferred shares, minus the sum of its accrued liabilities (other than liabilities incurred for the purpose of creating leverage).<\/p>\n
\u00a0<\/p>\n
Pursuant to the Interim Sub-Advisory\u00a0Agreement,
\nthe King Street Sub-Adviser\u00a0will receive, as full compensation for all services rendered by the King Street Sub-Adviser\u00a0as sub-adviser\u00a0to
\nthe Trust, a sub-advisory\u00a0fee, payable monthly in arrears, in an amount equal to 52% of the advisory fee payable by the Trust to
\nthe Adviser (before giving effect to any fees waived or expenses reimbursed by the Adviser).<\/p>\n
\u00a0<\/p>\n
Subject to approval by the Board of Trustees of
\nthe Trust, including a majority of the trustees who are not \u201cinterested persons\u201d (as defined in the Investment Company Act\u00a0of\u00a01940
\n(the \u201c1940 Act\u201d)) of the Trust, the Adviser or the King Street Sub-Adviser, the Trust may reimburse the King Street Sub-Adviser\u00a0for
\ncertain reasonable expenses incurred in connection with the\u00a0day-to-day\u00a0management of the Trust. These expenses are expected
\nto include the Trust\u2019s allocable share of portfolio management and trading systems, research and analytic tools (including modeling
\nsoftware), diligence-related\u00a0expenses, and out-of-pocket\u00a0travel costs incurred in connection with managing the Trust. Expenses
\nrelated to the King Street Sub-Adviser\u2019s general overhead or corporate operations will not be reimbursable.<\/p>\n
\u00a0<\/p>\n
The Interim Sub-Advisory Agreement will terminate
\nupon the earlier of the 150th day following its effectiveness or the effectiveness of the New Sub-Advisory Agreement upon approval
\nby shareholders. The Interim Sub-Advisory\u00a0Agreement may be terminated (i)\u00a0by the Trust or the Adviser at any time, without the
\npayment of any penalty, upon giving the King Street Sub-Adviser\u00a060\u00a0days\u2019 written notice, or (ii)\u00a0by the King Street
\nSub-Adviser\u00a0on 60\u00a0days\u2019 written notice to the Trust and the Adviser. The Interim Sub-Advisory\u00a0Agreement will also
\nimmediately terminate in the event of its assignment, as defined in the 1940 Act. The Interim Sub-Advisory\u00a0Agreement also terminates
\nupon the termination of the Trust\u2019s investment advisory agreement with the Adviser.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Expense Reimbursement Limitation Agreement<\/p>\n
\u00a0<\/p>\n
In connection with the Interim Sub-Advisory
\nAgreement, the Trust also entered into a Sub-Adviser Expense Reimbursement Limitation Agreement (the \u201cReimbursement Limitation
\nAgreement\u201d) among the Trust, the Adviser and the King Street Sub-Adviser. Pursuant to the Reimbursement Limitation Agreement,
\nreimbursable expenses will be capped at 0.07% per annum of the Trust\u2019s average daily net assets. Notwithstanding the
\nforegoing, no reimbursement of expenses will be made for any period during which the Trust is subject to an operating expense
\nlimitation or expense reimbursement arrangement with the Adviser and\/or the King Street Sub-Adviser, if such reimbursement would
\ncause the Trust\u2019s operating expenses to exceed the applicable operating expense limitation or expense reimbursement amount in
\neffect at the time of reimbursement. Eligible expenses incurred by the King Street Sub-Adviser\u00a0during such period may be
\nreimbursed during a period of up to three\u00a0years after they are incurred, provided that such reimbursement does not cause the
\nTrust\u2019s operating expenses to exceed the applicable operating expense limitation or expense reimbursement amount in effect at
\nthe time such expenses were incurred or at the time of reimbursement.<\/p>\n
\u00a0<\/p>\n
The foregoing descriptions of the Interim Sub-Advisory
\nAgreement and the Reimbursement Limitation Agreement do not purport to be complete and are qualified in their entirety by reference to
\nthe full text of the Interim Sub-Advisory Agreement and the Reimbursement Limitation Agreement filed with this report as Exhibits 10.1
\nand 10.2, respectively, and incorporated herein by reference.<\/p>\n
\u00a0<\/p>\n
Portfolio Management<\/p>\n
\u00a0<\/p>\n
Upon the Trust\u2019s entry into the Interim Sub-Advisory
\nAgreement, Mr. Young Choi became the lead portfolio manager of the Trust, and Mr. Terry Ing became a portfolio manager of the Trust.<\/p>\n
\u00a0<\/p>\n
Mr. Choi is a Partner, Global Investment Committee
\nmember, and Global Head of Trading of King Street and the Portfolio Manager of Rockford Tower Capital Management and King Street\u2019s
\nOpportunistic Credit Strategy. He is based in New York and is a member of King Street\u2019s Management Committee, U.S. and European
\nCLO Investment Committees, Risk Committee and Pricing Committee.<\/p>\n
\u00a0<\/p>\n
Prior to joining King Street in 2006, Mr.
\nChoi worked at Citadel Investment Group as a Credit Analyst in the Distressed\/High Yield Group and was Portfolio Manager of the
\nfirm\u2019s $2 billion U.S. leveraged loan and CLO portfolio. Prior to that, Mr. Choi consulted at Bain & Co. Mr. Choi received
\na B.A. summa cum laude in Economics and a B.S.E. in Electrical Engineering from Duke University.<\/p>\n
\u00a0<\/p>\n
Mr. Choi will be supported by a team of professionals,
\nincluding Terry Ing.<\/p>\n
\u00a0<\/p>\n
Mr. Ing is a Partner and Head of U.S. Research
\nof King Street and the Portfolio Manager for Rockford Tower Capital Management\u2019s long-only credit SMA platform. Terry splits his
\ntime between the Menlo Park and New York offices. He is a member of King Street\u2019s Management Committee, Conflicts Committee and
\nResponsible Investment Committee. Prior to joining King Street in 2024, Mr. Ing worked at KKR as a Portfolio Manager and Head of their
\nU.S. Leveraged Credit Research and was a member of the Leverage Credit Investment Committee. Before joining KKR, he was an Executive Vice
\nPresident and Portfolio Manager at PIMCO, where he focused on the credit hedge fund. Mr. Ing was an adjunct professor at Pepperdine University\u2019s
\nGraziadio Business School and serves on the Board of Directors of the Roberts Impact Investing Fund in association with REDF, a non-profit
\ncertified Community Development Financial Institution (CDFI). Mr. Ing received a B.S. in Business Administration from the University of
\nSouthern California and an M.A. in Mathematics of Finance from Columbia University.<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
Item 9.01.Financial Statements and Exhibits<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
\u00a0
\n 10.1
\n Interim Investment Sub-Advisory Agreement among the Trust, XA Investments, LLC and Rockford Tower Asset Management, L.L.C.<\/p>\n
\u00a0
\n 10.2
\n Sub-Adviser Expense Reimbursement Limitation Agreement among the Trust, XA Investments, LLC and Rockford Tower Asset Management, L.L.C.<\/p>\n
\u00a0
\n 104
\n Cover Page Interactive Data File (embedded within the Inline XBRL document)<\/p>\n
\u00a0<\/p>\n
\u00a0<\/p>\n
SIGNATURE<\/p>\n
\u00a0<\/p>\n
Pursuant to the requirements of the Securities Exchange
\nAct of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.<\/p>\n
\u00a0<\/p>\n
\u00a0
\n XAI FLOATING RATE & ALTERNATIVE INCOME TRUST<\/p>\n
\u00a0
\n \u00a0
\n \u00a0<\/p>\n
Date: July 30, 2026
\n By:
\n \/s\/ Benjamin D. McCulloch<\/p>\n
\u00a0
\n Name:\u00a0
\n Benjamin D. McCulloch<\/p>\n
\u00a0
\n Title:
\n Secretary and Chief Legal Officer<\/p>\n
\u00a0<\/p>\n
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