UNITED STATES OF AMERICA

BEFORE THE

SECURITIES AND EXCHANGE COMMISSION

INVESTMENT COMPANY ACT OF 1940

Release No. 35124 / February 5, 2024

In the Matter of

OCTAGON XAI CLO INCOME FUND 

XA INVESTMENTS LLC

321 N. Clark Street, Suite 2430

Chicago, Illinois 60654

(812-15522)

ORDER UNDER SECTION 6(c) OF THE INVESTMENT COMPANY ACT OF 1940 

GRANTING AN EXEMPTION FROM SECTIONS 18(a)(2), 18(c) AND 18(i) OF THE ACT, 

UNDER SECTIONS 6(c) AND 23(c) OF THE ACT GRANTING AN EXEMPTION FROM 

RULE 23c-3 OF THE ACT AND PURSUANT TO SECTION 17(d) AND RULE 17d-1 

UNDER THE ACT

Octagon XAI CLO Income Fund and XA Investments LLC filed an application on November

17, 2023, requesting an order under section 6(c) of the Investment Company Act of 1940 (“Act”) 

granting an exemption from sections 18(a)(2), 18(c) and 18(i) of the Act; under sections 6(c) and 

23(c) of the Act granting an exemption from rule 23c-3 under the Act; and pursuant to section 

17(d) of the Act and rule 17d-1 under the Act. The order permits certain registered closed-end 

management investment companies to issue multiple classes of shares and to impose asset-based 

distribution and/or service fees, and early withdrawal charges.

On January 8, 2024, a notice of the filing of the application was issued (Investment Company 

Act Release No. 35086). The notice gave interested persons an opportunity to request a hearing 

and stated that an order disposing of the application would be issued unless a hearing was 

ordered. No request for a hearing has been filed, and the Commission has not ordered a hearing.

The matter has been considered and it is found, on the basis of the information set forth in the 

application, that granting the requested exemption is appropriate in the public interest and 

consistent with the protection of investors and the purposes fairly intended by the policy and 

provisions of the Act. 

It is further found that proposed repurchases will be made in a manner which does not unfairly 

discriminate against any holders of the class or classes of securities to be purchased.
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It is further found that the investment company’s proposed institution of asset-based distribution 

and/or service fees is consistent with the provisions, policies, and purposes of the Act, and will 

not be on a basis different from or less advantageous than that of other participants.

Accordingly, in the matter of Octagon XAI CLO Income Fund and XA Investments LLC (File 

No. 812-15522),

IT IS ORDERED, under section 6(c) of the Act, that the requested exemption from sections 

18(a)(2), 18(c) and 18(i) of the Act is granted, effective immediately, subject to the

condition contained in the application.

IT IS ALSO ORDERED, under sections 6(c) and 23(c)(3) of the Act, that the requested 

exemption from rule 23c-3 of the Act is granted, effective immediately, subject to the

condition contained in the application.

IT IS ALSO ORDERED, under section 17(d) and rule 17d-1, that the investment company’s 

institution of asset-based distribution and/or service fees is approved, effective immediately, 

subject to the condition contained in the application.

For the Commission, by the Division of Investment Management, under delegated authority.

Sherry R. Haywood,

Assistant Secretary.