Form 8-K

8-K — XAI Floating Rate & Alternative Income Trust

Accession: 0001213900-26-083432

Filed: 2026-07-30

Period: 2026-07-30

CIK: 0001703079

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0299784-01_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (ea029978401_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (ea029978401_ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ea0299784-01_8k.htm · Sequence: 1

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0001703079

82-2305867

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2026-07-30

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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)

July 30, 2026

XAI Floating Rate & Alternative Income 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)

Registrant’s 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

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 8.01. Other Events

Interim Investment Sub-Advisory Agreement

On July 30, 2026, XAI Floating Rate & Alternative

Income Trust (NYSE: XFLT) (the “Trust”) convened a special meeting of shareholders (the “Special Meeting”) to approve

a new investment sub-advisory agreement (the “New Sub-Advisory Agreement”) among the Trust, XA Investments, LLC (the “Adviser”)

and Rockford Tower Asset Management, L.L.C. (the “King Street Sub-Adviser”). The Special Meeting has been adjourned to August 6, 2026, in order to continue to solicit additional proxies to approve the New Sub-Advisory

Agreement.

The

Trust has entered into an interim investment sub-advisory agreement (the “Interim Sub-Advisory Agreement”) among the Trust,

the Adviser and the King Street Sub-Adviser, dated as of July 30, 2026. The Interim Sub-Advisory Agreement was entered into upon the termination

of the Trust’s previous investment sub-advisory agreement (the “Previous Sub-Advisory Agreement”) with Octagon Credit

Investors, LLC (the “Previous Sub-Adviser”), effective July 30, 2026.

The King Street Sub-Adviser is a newly formed,

wholly owned registered investment adviser subsidiary of King Street Capital Management, L.P. (“King Street”). King Street

is a leading global alternative asset manager founded in 1995 that manages assets across an institutional platform spanning multiple segments

of the public and private markets. As of December 31, 2025, King Street and its affiliates had $30.0 billion in assets under

management. King Street manages 20 U.S. CLOs and nine European CLOs, which total $12 billion in assets. The King Street Sub-Adviser is

registered as an investment adviser under the Investment Advisers Act of 1940. The King Street Sub-Adviser is a Delaware limited

liability company. The principal business address of King Street and the King Street Sub-Adviser is 299 Park Avenue, 40th Floor,

New York, NY 10171.

The Trust’s current investment adviser, its

investment objective and principal investment policies and advisory fee rate will remain unchanged. Under the Interim Sub-Advisory Agreement,

the King Street Sub-Adviser will provide investment advisory services to the Trust under terms that are substantially similar in all respects

to those provided by the Previous Sub-Adviser under the Previous Sub-Advisory Agreement.

The Trust will continue to pay to the Adviser an

investment advisory fee, payable monthly in arrears, in an annual amount equal to 1.70% of the Trust’s average daily Managed Assets.

“Managed Assets” means the total assets of the Trust, including assets attributable to the Trust’s use of leverage and

preferred shares, minus the sum of its accrued liabilities (other than liabilities incurred for the purpose of creating leverage).

Pursuant to the Interim Sub-Advisory Agreement,

the King Street Sub-Adviser will receive, as full compensation for all services rendered by the King Street Sub-Adviser as sub-adviser to

the Trust, a sub-advisory fee, payable monthly in arrears, in an amount equal to 52% of the advisory fee payable by the Trust to

the Adviser (before giving effect to any fees waived or expenses reimbursed by the Adviser).

Subject to approval by the Board of Trustees of

the Trust, including a majority of the trustees who are not “interested persons” (as defined in the Investment Company Act of 1940

(the “1940 Act”)) of the Trust, the Adviser or the King Street Sub-Adviser, the Trust may reimburse the King Street Sub-Adviser for

certain reasonable expenses incurred in connection with the day-to-day management of the Trust. These expenses are expected

to include the Trust’s allocable share of portfolio management and trading systems, research and analytic tools (including modeling

software), diligence-related expenses, and out-of-pocket travel costs incurred in connection with managing the Trust. Expenses

related to the King Street Sub-Adviser’s general overhead or corporate operations will not be reimbursable.

The Interim Sub-Advisory Agreement will terminate

upon the earlier of the 150th day following its effectiveness or the effectiveness of the New Sub-Advisory Agreement upon approval

by shareholders. The Interim Sub-Advisory Agreement may be terminated (i) by the Trust or the Adviser at any time, without the

payment of any penalty, upon giving the King Street Sub-Adviser 60 days’ written notice, or (ii) by the King Street

Sub-Adviser on 60 days’ written notice to the Trust and the Adviser. The Interim Sub-Advisory Agreement will also

immediately terminate in the event of its assignment, as defined in the 1940 Act. The Interim Sub-Advisory Agreement also terminates

upon the termination of the Trust’s investment advisory agreement with the Adviser.

Expense Reimbursement Limitation Agreement

In connection with the Interim Sub-Advisory

Agreement, the Trust also entered into a Sub-Adviser Expense Reimbursement Limitation Agreement (the “Reimbursement Limitation

Agreement”) among the Trust, the Adviser and the King Street Sub-Adviser. Pursuant to the Reimbursement Limitation Agreement,

reimbursable expenses will be capped at 0.07% per annum of the Trust’s average daily net assets. Notwithstanding the

foregoing, no reimbursement of expenses will be made for any period during which the Trust is subject to an operating expense

limitation or expense reimbursement arrangement with the Adviser and/or the King Street Sub-Adviser, if such reimbursement would

cause the Trust’s operating expenses to exceed the applicable operating expense limitation or expense reimbursement amount in

effect at the time of reimbursement. Eligible expenses incurred by the King Street Sub-Adviser during such period may be

reimbursed during a period of up to three years after they are incurred, provided that such reimbursement does not cause the

Trust’s operating expenses to exceed the applicable operating expense limitation or expense reimbursement amount in effect at

the time such expenses were incurred or at the time of reimbursement.

The foregoing descriptions of the Interim Sub-Advisory

Agreement and the Reimbursement Limitation Agreement do not purport to be complete and are qualified in their entirety by reference to

the full text of the Interim Sub-Advisory Agreement and the Reimbursement Limitation Agreement filed with this report as Exhibits 10.1

and 10.2, respectively, and incorporated herein by reference.

Portfolio Management

Upon the Trust’s entry into the Interim Sub-Advisory

Agreement, Mr. Young Choi became the lead portfolio manager of the Trust, and Mr. Terry Ing became a portfolio manager of the Trust.

Mr. Choi is a Partner, Global Investment Committee

member, and Global Head of Trading of King Street and the Portfolio Manager of Rockford Tower Capital Management and King Street’s

Opportunistic Credit Strategy. He is based in New York and is a member of King Street’s Management Committee, U.S. and European

CLO Investment Committees, Risk Committee and Pricing Committee.

Prior to joining King Street in 2006, Mr.

Choi worked at Citadel Investment Group as a Credit Analyst in the Distressed/High Yield Group and was Portfolio Manager of the

firm’s $2 billion U.S. leveraged loan and CLO portfolio. Prior to that, Mr. Choi consulted at Bain & Co. Mr. Choi received

a B.A. summa cum laude in Economics and a B.S.E. in Electrical Engineering from Duke University.

Mr. Choi will be supported by a team of professionals,

including Terry Ing.

Mr. Ing is a Partner and Head of U.S. Research

of King Street and the Portfolio Manager for Rockford Tower Capital Management’s long-only credit SMA platform. Terry splits his

time between the Menlo Park and New York offices. He is a member of King Street’s Management Committee, Conflicts Committee and

Responsible Investment Committee. Prior to joining King Street in 2024, Mr. Ing worked at KKR as a Portfolio Manager and Head of their

U.S. Leveraged Credit Research and was a member of the Leverage Credit Investment Committee. Before joining KKR, he was an Executive Vice

President and Portfolio Manager at PIMCO, where he focused on the credit hedge fund. Mr. Ing was an adjunct professor at Pepperdine University’s

Graziadio Business School and serves on the Board of Directors of the Roberts Impact Investing Fund in association with REDF, a non-profit

certified Community Development Financial Institution (CDFI). Mr. Ing received a B.S. in Business Administration from the University of

Southern California and an M.A. in Mathematics of Finance from Columbia University.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

10.1

Interim Investment Sub-Advisory Agreement among the Trust, XA Investments, LLC and Rockford Tower Asset Management, L.L.C.

10.2

Sub-Adviser Expense Reimbursement Limitation Agreement among the Trust, XA Investments, LLC and Rockford Tower Asset Management, L.L.C.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 FLOATING RATE & ALTERNATIVE INCOME TRUST

Date: July 30, 2026

By:

/s/ Benjamin D. McCulloch

Name:

Benjamin D. McCulloch

Title:

Secretary and Chief Legal Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: ea029978401_ex10-1.htm · Sequence: 2

Exhibit 10.1

Execution Version

INTERIM INVESTMENT

SUB-ADVISORY AGREEMENT

INTERIM

INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”), dated as of July 30, 2026 (the “Effective Date”) among XAI

Floating Rate & Alternative Income Trust, a Delaware statutory trust (the “Trust”), XA Investments LLC, a Delaware limited

liability company (the “Adviser”), and Rockford Tower Asset Management, L.L.C., a Delaware limited liability company (the

“Sub-Adviser”).

WHEREAS,

the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company

registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS,

the investment advisory agreement between the Adviser and the Trust dated as of September 26, 2017 (such agreement or the most recent

successor agreement between such parties relating to advisory services to the Trust is referred to herein as the “Investment Advisory

Agreement”) contemplates that the Adviser may sub-contract investment advisory services with respect to the Trust to a sub-adviser(s)

pursuant to a sub-advisory agreement(s) agreeable to the Trust and approved in accordance with the provisions of the 1940 Act; and

WHEREAS,

the Trust’s previous investment sub-advisory agreement among the Trust, the Adviser and Octagon Credit Investors, LLC (the “Previous

Sub-Advisory Agreement”) was terminated effective July 30, 2026; and

WHEREAS,

the Sub-Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”);

and

WHEREAS,

the Board of Trustees of the Trust (the “Board of Trustees”) has approved an Investment Sub-Advisory Agreement (the “New

Sub-Advisory Agreement”) among the Trust, the Adviser and the Sub-Adviser, and submitted the approval of the New Sub-Advisory Agreement

to a vote of the Trust’s shareholders, but the shareholders have not yet approved that New Sub-Advisory Agreement; and

WHEREAS,

the Trust and the Adviser desire to retain the Sub-Adviser to furnish investment sub-advisory services for the Trust, upon the terms

and conditions hereafter set forth, and the Sub-Adviser desires to be retained to perform such services on said terms and conditions;

and

WHEREAS,

this Agreement is being entered into in reliance upon Rule 15a-4 under the 1940 Act;

NOW,

THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt

of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:

1. Appointment

(a)       The

Adviser hereby appoints the Sub-Adviser to act as the investment sub-adviser to the Trust and to furnish the services described herein,

for the period and upon the terms herein set forth.

(b)       The

Sub-Adviser hereby agrees, all as more fully set forth herein, to act as investment sub-adviser to the Trust and to furnish the services

described below with respect to the investment of the Trust’s assets and the purchase of securities for and the sale of securities

held in the investment portfolio of the Trust.

otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Adviser or the

Trust in any way or otherwise be deemed an agent of the Adviser or the Trust.

2. Duties

and Obligations of the Sub-Adviser with Respect to Investment of Assets of the Trust

(a)       Subject

to the oversight and supervision of the Adviser and direction and control of the Trust’s Board of Trustees, the Sub-Adviser will

act as sub-adviser for the Trust and perform one or more of the following services at the request of the Adviser in connection with the

investment and reinvestment of the Trust’s assets:

(i) managing

the investment and reinvestment of the assets of the Trust in accordance with the investment

policies and guidelines of the Trust;

(ii) subject

to the provisions of Section 4 hereof, purchasing and selling securities and other assets

for the Trust and placing orders for purchases and sales of assets of the Trust;

(iii) providing

investment research and credit analysis concerning the assets of the Trust;

(iv) monitoring

on a daily basis the investment activities and portfolio holdings relating to the Trust;

(v) voting

proxies relating to the Trust’s portfolio securities in accordance with the proxy voting

policies and procedures of the Sub-Adviser; and

(vi) settlement

of transactions and completing corporate actions.

(b)      At

the request of the Adviser, the Sub-Adviser will also, subject to the oversight and supervision of the Adviser and the direction and

control of the Trust’s Board of Trustees, consult with the Adviser as to the overall management of the assets of the Trust and

the investment policies and practices of the Trust, including (but not limited to) the use by the Trust of financial leverage and matters

relating to such financial leverage (e.g., form, amount and costs) and the utilization by the Trust of any interest rate or other hedging

or risk management transactions in connection therewith, and will perform any of the services described in the Investment Advisory Agreement.

Sub-Adviser or the Trust’s investments materially affecting the Trust and shall, upon request, furnish to the Adviser and the

Trust all information relevant to such developments.

(d)       The

Sub-Adviser will periodically communicate to the Adviser or other services providers of the Trust, at such times as the Adviser may request,

information concerning the purchase and sale of securities for the Trust and such other information as the Adviser may reasonably require

for purposes of fulfilling its obligations to the Trust under the Investment Advisory Agreement.

3. Covenants

(a)        In

the performance of its duties under this Agreement, the Sub-Adviser shall at all times conform to, and act in accordance with, any requirements

imposed by:

(i) the

provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations

of the SEC;

(ii) any

other applicable provision of law;

(iii) the

provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents

are amended from time to time;

(iv) the

investment objective, policies and restrictions of the Trust as set forth in its Registration

Statement on Form N-2; and

(v) any

policies and determinations of the Board of Trustees of the Trust.

(b)       The

Sub-Adviser will not consult with any other sub-adviser of the Trust or any other sub-adviser to a fund under common control with the

Trust concerning transactions of the Trust in securities or other assets.

Sub-Adviser will maintain a written code of ethics (the “Code of Ethics”) pursuant to Rule 17j-1 under the 1940 Act,

a copy of which will be provided to the Trust and the Adviser, and will institute procedures reasonably necessary to prevent Access Persons

(as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser will follow such Code of Ethics in performing its

services under this Agreement.

(d)       The

Sub-Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1

under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and follow such compliance policies and procedures

in performing its services under this Agreement; and

(e)       The

Sub-Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the

Trust’s compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports

and provide the Trust’s chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.

4. Portfolio

Transactions

(a)        In

the performance of its duties under this Agreement, the Sub-Adviser will place orders either directly with the issuer or with any broker

or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Sub-Adviser will attempt

to obtain the best price and the most favorable execution of its orders. In placing orders, the Sub-Adviser will consider the experience

and skill of the firm’s securities traders as well as the firm’s financial responsibility and administrative efficiency.

Consistent with this obligation, the Sub-Adviser may select brokers on the basis of the research, statistical and pricing services they

provide to the Trust and other clients of the Sub-Adviser. Information and research received from such brokers will be in addition to,

and not in lieu of, the services required to be performed by the Sub-Adviser hereunder. A commission paid to such brokers may be higher

than that which another qualified broker would have charged for effecting the same transaction, provided that the Sub-Adviser determines

in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Sub-Adviser

to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to

the Trust over the long-term. In no instance, however, will the Trust’s securities be purchased from or sold to the Sub-Adviser,

or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.

(b)       At

the request of the Adviser or the Trust, the Sub-Adviser will identify and provide a written description to the Adviser and the Board

of Trustees of the Trust of “soft dollar” arrangements that the Sub-Adviser maintains with respect to the Trust or with brokers

or dealers that execute transactions for the Trust, and of research and other services provided to the Sub-Adviser by a broker or dealer

(whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions

to the broker or dealer.

time to time, the Sub-Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their

clients (each an “Account”) securities which the Sub-Adviser’s investment advisory clients wish to sell, and to sell

for certain of their clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Sub-Adviser

or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory

client and retain commissions from one or both parties to the transaction without the advisory client’s consent. This is because

in a situation where the Sub-Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment

decisions), and the Sub-Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting

division of loyalties and responsibilities on the Sub-Adviser’s part regarding the advisory client. However, the SEC has adopted

a rule under the Advisers Act that permits the Sub-Adviser or its affiliates to participate on behalf of an Account in agency cross transactions

if the advisory client has given written consent in advance. Therefore, by execution of this Agreement, the Trust authorizes the Sub-Adviser

or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written

notice to the Sub-Adviser.

5. Confidentiality

Each

of the Trust, the Adviser and the Sub-Adviser acknowledge and agree that in satisfying its respective obligations under and performing

services in connection with this Agreement, any party may have access to another party’s confidential and proprietary information

and materials concerning or pertaining to the other’s business (“confidential information”). Each party will receive

and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect

the confidentiality of this information to the same degree of care as it would its own confidential information. Each party agrees that,

without the prior written consent of the other party, which approval shall not be unreasonably withheld, such party will not use, copy,

or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any confidential information of

another party without the prior written consent of such other party; provided, however, this covenant shall not apply to (i) information

which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement,

(ii) information which has come to a party from a lawful source not bound to maintain the confidentiality of such information, other

than from any other party or an affiliate or representative of that party, (iii) information which is independently developed without

the use of confidential information, (iv) disclosures which are required by law, regulatory authority, regulation or legal process

or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (v) disclosure

as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information.

Notwithstanding the foregoing, the Sub-Adviser may disclose information it receives from or on behalf of the Trust or the Adviser to

officers and employees of the Sub-Adviser or any of its affiliates in the course of providing the services under this Agreement and the

Sub-Adviser may disclose the Trust’s TIN information to third parties as required to perform the Sub-Adviser’s services under

this Agreement.

6. Services

Not Exclusive

(a)        Nothing

in this Agreement shall prevent the Sub-Adviser or any officer, employee or other affiliate thereof from acting as investment adviser

for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict

the Sub-Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts

or for the accounts of others for whom it or they may be acting; provided, however, that the Sub-Adviser will undertake no activities

which, in its judgment, will adversely affect the performance of its obligations under this Agreement.

(b)       The

Sub Adviser currently manages, and may in the future manage, other investment accounts and funds, including those with investment objectives

similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds

that may be managed by the Sub-Adviser. Subject to applicable laws and regulations, the Sub-Adviser will attempt to allocate equitably

portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made

to purchase or sell securities by the Trust and one or more of such other accounts or funds over time. In making such allocations, the

main factors to be considered by the Sub-Adviser will be the respective investment objectives of the Trust and such other accounts and

funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust

and such other accounts and funds, the size of investment commitments generally held by the Trust and such accounts and funds, and the

opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds.

7. Books

and Records

(a)        The Sub-Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period

required by Rule 31a-2 under the 1940 Act, all records relating to the Trust’s investments that are required to be

maintained by the Trust pursuant to the 1940 Act with respect to the Sub-Adviser’s responsibilities under this Agreement for

the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers

to the Trust.

(b)        In

compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains

for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trust’s

request, except for any software or other intellectual property that is proprietary to, or owned or licensed by, the Sub-Adviser or any

of its affiliates, which shall remain the property of the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser shall retain those

original records or copies of records in order to comply with the Advisers Act record keeping requirement, applicable law and its own

internal policies.

of the Adviser and the Trust shall own, have custody of and maintain its general corporate accounts and records. At reasonable times

and upon reasonable notice, the Trust shall provide the Sub-Adviser with access to all books, records, accounts, facilities, and personnel

necessary or appropriate for the performance of the Sub-Adviser obligations under this Agreement.

8. Custody

Nothing

in this Agreement will require the Sub-Adviser to take or receive physical possession of cash, securities, or other investments of the

Trust.

9. Expenses

(a)       During

the term of this Agreement, the Sub-Adviser will bear all costs and expenses of its employees and any overhead incurred in connection

with its duties hereunder, except as provided pursuant to paragraph (d) of this Section 9, and shall bear the costs of any

salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Sub-Adviser.

(b)       The

Sub-Adviser shall not be responsible for any expenses of the Adviser or the Trust not specifically set forth in this Section 9 or

otherwise in any written agreement between the Sub-Adviser and the Trust or the Adviser, as the case may be.

Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization;

(2) calculation of the Trust’s net asset value (including the cost and expenses of any independent valuation firm, agent or

other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial

and legal affairs for the Trust and in monitoring the Trust’s investments; (4) interest payable on indebtedness and dividends

and distributions on preferred shares, as applicable, if any, incurred to finance the Trust’s investments; (5) offerings of

the Trust’s common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable

to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making

investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs

of registration and listing the Trust’s shares on any securities exchange; (10) federal, state and local taxes; (11) independent

trustees’ fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies

(including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including

printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trust’s allocable portion

of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance,

and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone,

copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees

and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation,

security settlement costs; (17) expenses incidental to holding meetings of the Trust’s shareholders, including proxy solicitations

therefor; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings

to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trust’s directors, officers and/or

employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection

with administering the Trust’s business.

(d)       The

Trust may, if and to the extent approved by the Board of Trustees, including a majority of the Trustees who are not parties to this Agreement

or interested persons of any party to this Agreement, from time to time reimburse the Sub-Adviser for certain costs and expenses incurred

by the Sub-Adviser in connection with the management of the Trust’s assets, which may include the Trust’s allocable share

of portfolio management and trading software costs, research expenses (including modeling and analytic software costs), diligence expenses

and out-of-pocket travel costs incurred in connection with the management of the Trust’s assets.

For the avoidance of doubt, in

no event shall expenses associated with the general overhead of the Sub-Adviser be reimbursed by the Trust.

10. Compensation

of the Sub-Adviser

(a)       The

Adviser agrees to pay to the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation for all services rendered by the

Sub-Adviser under this Agreement, a sub-advisory fee, payable monthly in arrears, in an amount equal to 52% of the advisory fee payable

to the Adviser from the Trust; provided that in no event shall the compensation payable to the Sub-Adviser hereunder exceed the compensation

that would have been payable under the Previous Sub-Advisory Agreement.

(b)        For any period less than a month during which this Agreement is in effect, the fee shall be prorated

according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.

Sub-Adviser may elect from time to time, in its sole discretion, to waive its right to receipt of all or a portion of the sub-advisory

fee.

11. Representations

and Warranties

(a)       The

Trust represents and covenants to the Sub-Adviser as follows:

(i) The

Trust is duly organized and validly existing under the laws of the State of Delaware with

the power to own and possess its assets.

(ii) The

execution, delivery and performance by the Trust of this Agreement are within the Trust’s

powers and have been duly authorized by all necessary actions of the Board of Trustees, and

the execution, delivery and performance of this Agreement by the parties to this Agreement

do not contravene or constitute a default under (1) any provision of applicable law,

rule or regulation, (2) the Trust’s governing instruments, or (3) any agreement,

judgment, injunction, order, decree or other instruments binding upon the Trust.

(iii) The

Trust is, or will be prior to commencing operations, registered as a closed-end management

investment company under the 1940 Act and the Trust’s shares are, or will be prior

to commencing operations, registered under the Securities Act of 1933, as amended, and under

any applicable state securities laws, or exempt from such registration.

(b)       The

Adviser represents and covenants to the Sub-Adviser as follows:

(i) The

Adviser is duly organized and validly existing under the laws of the State of Delaware.

(ii) The

execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s

powers and have been duly authorized by all necessary action, and no action by or in respect

of, or filing with, any governmental body, agency or official is required on the part of

the Adviser for the execution, delivery and performance of this Agreement by the parties

to this Agreement, and the execution, delivery and performance of this Agreement by the parties

to this Agreement do not contravene or constitute a default under (1) any provision

of applicable law, rule or regulation, (2) the Adviser’s governing instruments,

or (3) any agreement, judgment, injunction, order, decree or other instruments binding

upon the Adviser.

(iii) This

Agreement constitutes a valid and binding obligation of the Adviser, enforceable against

the Adviser in accordance with its terms, except to the extent such enforceability may be

limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the

rights of creditors generally and by general equity principles.

(iv) The

Adviser is not prohibited by the 1940 Act or the Advisers Act from serving as investment

adviser to the Trust.

(v) The

Adviser hereby acknowledges receipt of Sub-Adviser’s Form ADV, Part 2 before,

or at the time of, signing this Agreement.

Sub-Adviser represents and covenants to the Adviser and the Trust as follows:

(i) The

Sub-Adviser is duly organized and validly existing under the laws of the State of Delaware.

(ii) The

execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s

powers and have been duly authorized by all necessary action, and no action by or in respect

of, or filing with, any governmental body, agency or official is required on the part of

the Sub-Adviser for the execution, delivery and performance of this Agreement by the parties

to this Agreement, and the execution, delivery and performance of this Agreement by the parties

to this Agreement do not contravene or constitute a default under (1) any provision

of applicable law, rule or regulation, (2) the Sub-Adviser’s governing instruments,

or (3) any agreement, judgment, injunction, order, decree or other instruments binding

upon the Sub-Adviser.

(iii) This

Agreement constitutes a valid and binding obligation of the Sub-Adviser, enforceable against

the Sub-Adviser in accordance with its terms, except to the extent such enforceability may

be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting

the rights of creditors generally and by general equity principles.

(iv) The

Sub-Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services

contemplated by this Agreement.

12. Certain

Information

The

Sub-Adviser shall promptly notify the Trust and the Adviser in writing of the occurrence of any of the following events:

(a)

the Sub-Adviser failing to be registered as an investment adviser under the Advisers Act;

(b)

the Sub-Adviser having been served or otherwise have notice of any action, suit, proceeding,

inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust;

(c)

the occurrence of any change in control of the Sub-Adviser or any parent of the Sub-Adviser

within the meaning of the 1940 Act; or

(d)

the occurrence of any material adverse change in the business or financial position of

the Sub-Adviser.

13. Limitation

on Liability

The

Sub-Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by the Adviser or by the Trust in

connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt

of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance

of its duties or from reckless disregard by it of its duties and obligations under this Agreement. Nothing herein shall constitute a

waiver or restriction of any party’s rights under applicable federal or state securities laws.

14. Indemnification

The

Trust shall indemnify, defend and protect the Sub-Adviser, its members and their respective officers, managers, partners, parent, corporate

group affiliates, agents, employees, controlling persons, members, and any other person affiliated with any of them (collectively, the

“Indemnified Parties”) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against

all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred

by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including

an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of

any of the Sub-Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding

the foregoing provisions of this Section 14 to the contrary, nothing contained herein shall protect or be deemed to protect the

Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability

to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad

faith or gross negligence in the performance of any Indemnified Party’s duties or by reason of the reckless disregard of the Sub-Adviser’s

duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations

or guidance by the SEC or its staff thereunder).

15. Duration

and Termination

(a)       This

Agreement shall become effective as of the Effective Date. This Agreement is an “interim agreement” within the meaning of

Rule 15a-4 under the 1940 Act. This Agreement shall terminate no later than the earliest of: (i) 150 calendar days from the Effective

Date or such later date as may be consistent with the 1940 Act, rules and regulations thereunder or exemptive relief or interpretive

positions of the Staff of the SEC; (ii) the execution of the New Sub-Advisory Agreement that has been approved by a vote of a “majority

of the outstanding voting securities” (as defined in the 1940 Act) of the Trust; and (iii) the effective date of a termination

of this Agreement pursuant to the paragraphs (b) or (c) below.

(b)       Notwithstanding

the foregoing, this Agreement may be terminated by (i) the Adviser or the Trust at any time, without the payment of any penalty,

upon giving the Sub-Adviser 60 days’ notice (which notice may be waived by the Sub-Adviser), provided that such termination by

the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of

the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or (ii) the Sub-Adviser

on 60 days’ written notice to the Trust and the Adviser (which notice may be waived by the Trust or the Adviser on behalf of both

the Trust and the Adviser).

Agreement will immediately terminate in the event of its assignment and will immediately terminate upon any termination of the Investment

Advisory Agreement between the Trust and the Adviser.

(d)       As

used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment”

shall have the same meanings of such terms in the 1940 Act.

(e)       The

terms of Sections 5, 7, 10, 13, 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.

16. Notices

Any

notice under this Agreement shall be in writing to the other parties and shall be considered as properly given or made if (a) sent

by overnight delivery by a nationally recognized air courier service, (b) sent by electronic mail with no receipt of error in the

delivery, or (c) mailed by registered or certified mail, return receipt requested, and if addressed to the respective address listed

below:

to Adviser, to:

Investments LLC

321 North Clark Street #2430

Chicago, IL 60654

Attention: General Counsel

to the Trust, to:

XAI

Floating Rate & Alternative Income Trust

321 North Clark Street #2430

Chicago, IL 60654

Attention: Chief Executive Officer

to Sub-Adviser, to:

Rockford

Tower Asset Management, L.L.C.

299 Park Avenue, 40th Floor

New York, NY 10171

Attn: General Counsel

at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed effective on receipt.

17. Amendment

of this Agreement

provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the

party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject

to the 1940 Act.

18. Governing

Law

This

Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely

therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. WAIVER

OF JURY TRIAL AND PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND

ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY

AND ANY RIGHT TO SEEK PUNITIVE OR CONSEQUENTIAL DAMAGES.

19. Use

of the Name

The

Sub-Adviser has consented to the use by the Trust of the name or identifying word “Rockford Tower” or “King Street”

in the name of the Trust. Such consent is conditioned upon the employment of the Sub-Adviser as the investment adviser to the Trust.

The name or identifying word “Rockford Tower” or “King Street” may be used from time to time solely in connection

with the Sub-Adviser’s services under this Agreement. The Sub-Adviser may require the Trust to cease using “Rockford Tower”

or “King Street” in the name of the Trust, if the Trust ceases to employ, for any reason, the Sub-Adviser, any successor

thereto or any affiliate thereof as investment sub-adviser of the Trust. If so required by the Sub-Adviser, the Trust will cease using

“Rockford Tower” or “King Street” in its name as promptly as practicable and make all reasonable efforts to remove

“Rockford Tower” or “King Street” from its name.

20. Miscellaneous

(a)       The

captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof

or otherwise affect their construction or effect.

(b)        If any provision of this Agreement is invalid, illegal, or unenforceable under applicable law of

mandatory application, the validity, legality, and enforceability of that provision or condition in other instances and of the

remaining provisions and conditions are not in any way affected thereby.

contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trust’s Amended and Restated

Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, or any applicable statute or

regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the

Trust.

(d)       This

Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.

(e)       This

Agreement may be executed in counterparts by the parties hereto, each of which when executed is deemed to be an original and all of which

together are deemed to be one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or

any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and

any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

(f)        This

Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements

among the parties with respect to the subject matter hereof.

WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of

the day and the year first above written.

XAI FLOATING RATE & ALTERNATIVE INCOME TRUST

By:

/s/ Benjamin D. McCulloch

Name:

Benjamin D. McCulloch

Title:

Secretary & Chief Legal Officer

XA INVESTMENTS LLC

By:

/s/ Benjamin D. McCulloch

Name:

Benjamin D. McCulloch

Title:

Managing Director & General Counsel

ROCKFORD TOWER ASSET MANAGEMENT, L.L.C.

By:

/s/ Kristerfor T. Mastronardi

Name:

Kristerfor T. Mastronardi

Title:

Authorized Signatory

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: ea029978401_ex10-2.htm · Sequence: 3

Exhibit 10.2

Execution

Version

Sub-Adviser Expense

Reimbursement Limitation Agreement

Reference is made to

the Interim Investment Sub-Advisory Agreement (such agreement or the most recent successor agreement between the parties thereto relating

to sub-advisory services to the Trust (as defined below) being referred to herein as the “Sub-Advisory Agreement”), dated

as of July 30, 2026 (the “Effective Date”) among XAI Floating Rate & Alternative Income Trust, a Delaware statutory trust

(the “Trust”), XA Investments LLC, a Delaware limited liability company (the “Adviser”), and Rockford Tower Asset

Management, L.L.C., a Delaware limited liability company (the “Sub-Adviser”).

WHEREAS,

Section 9(d) of the Sub-Advisory Agreement provides that the Trust may, if and to the extent approved by the Board of Trustees of the

Trust, including a majority of the Trustees who are not parties to the Sub-Advisory Agreement or interested persons of any party to the

Sub-Advisory Agreement, from time to time reimburse the Sub-Adviser for certain costs and expenses incurred by the Sub-Adviser in connection

with the management of the Trust’s assets;

NOW,

THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt

of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:

1. Annual

Operating Expense Reimbursement Limitation

The

Trust shall not reimburse expenses of the Sub-Adviser in excess of 0.07% per annum of the Trust’s Net Assets. “Net Assets”

means the total assets of the Trust, minus its total liabilities, determined in accordance with the Trust’s valuation procedures

adopted by the Board of Trustees.

2. Fund

Expense Limitation Arrangements

reimbursement of expenses will be made for any period during which the Trust is subject to an operating expense limitation or expense

reimbursement arrangement with the Adviser and/or the Sub-Adviser, if such reimbursement would cause the Trust’s operating expenses

to exceed the applicable operating expense limitation or expense reimbursement amount in effect at the time of reimbursement. Any eligible

expenses incurred by the Sub-Adviser during such period may be carried forward for a period of up to three years and reimbursed thereafter,

provided that such reimbursement does not cause the Trust’s operating expenses to exceed the applicable operating expense limitation

or expense reimbursement amount in effect at the time of reimbursement.

3. Miscellaneous

(a)       This

Agreement will immediately terminate upon any termination of the Sub-Advisory Agreement.

(b)       No

provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the

party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject

to the 1940 Act.

Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely

therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. WAIVER

OF JURY TRIAL AND PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND

ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY

AND ANY RIGHT TO SEEK PUNITIVE OR CONSEQUENTIAL DAMAGES.

(d)       If

any provision of this Agreement is invalid, illegal, or unenforceable under applicable law of mandatory application, the validity, legality,

and enforceability of that provision or condition in other instances and of the remaining provisions and conditions are not in any way

affected thereby.

(e)       Nothing

contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trust’s Amended and Restated

Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, or any applicable statute or

regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the

Trust.

(f)        This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective

successors.

(g)       This

Agreement may be executed in counterparts by the parties hereto, each of which when executed is deemed to be an original and all of which

together are deemed to be one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or

any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and

any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

(h)       This

Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements

among the parties with respect to the subject matter hereof.

(i)        Capitalized

terms used but not otherwise defined herein have the meanings assigned to them in the Sub-Advisory Agreement.

[Signature

Page Follows]

IN WITNESS WHEREOF, the

parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year

first above written.

XAI FLOATING RATE & ALTERNATIVE INCOME TRUST

By:

/s/ Benjamin D. McCulloch

Name:

Benjamin D. McCulloch

Title:

Secretary & Chief Legal Officer

XA INVESTMENTS LLC

By:

/s/ Benjamin D. McCulloch

Name:

Benjamin D. McCulloch

Title:

Managing Director & General Counsel

ROCKFORD TOWER ASSET MANAGEMENT, L.L.C.

By:

/s/ Kristerfor T. Mastronardi

Name:

Kristerfor T. Mastronardi

Title:

Authorized Signatory

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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