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###### Securities and Exchange Commission

          - [Investment Company Act Release No. IC-35086; 812-15522]

# AGENCY:

Securities and Exchange Commission (“Commission” or “SEC”).

# ACTION:

Notice.

Notice of an application under section 6(c) of the Investment Company Act of 1940 (the “Act”) for 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 for an exemption from rule 23c-3 under the Act, and for an order pursuant to section 17(d) of the Act and rule 17d-1 under the Act.

# Summary of Application:

Applicants request an order to permit certain registered closed-end investment companies to issue multiple classes of shares and to impose asset-based distribution and/or service fees and early withdrawal charges.

# Applicants:

Octagon XAI CLO Income Fund and XA Investments LLC

# Filing Date:

The application was filed on November 17, 2023.

# Hearing or Notification of Hearing:

                        An order granting the requested relief will be issued unless the Commission orders a hearing. Interested persons may request a hearing on any application by emailing the SEC's Secretary at                         *Secretarys-Office@sec.gov*                         and serving the Applicants with a copy of the request by email, if an email address is listed for the relevant Applicant below, or personally or by mail, if a physical address is listed for the relevant Applicant below. Hearing requests should be received by the Commission by 5:30 p.m. on February 2, 2024, and should be accompanied by proof of service on the Applicants, in the form of an affidavit, or, for lawyers, a certificate of service. Pursuant to rule 0-5 under the Act, hearing requests should state the nature of the writer's interest, any facts bearing upon the desirability of a hearing on the matter, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by emailing the Commission's Secretary.                    

# ADDRESSES:

                        The Commission:                         *Secretarys-Office@sec.gov*. Applicants: Kevin T. Hardy, Esq., Skadden, Arps, Slate, Meagher & Flom LLP, 155 North Wacker Drive, Chicago, Illinois 60606; with a copy to Benjamin McCulloch, Esq., XA Investments LLC,                         *bmcculloch@xainvestments.com*.                    

# FOR FURTHER INFORMATION CONTACT:

Trace W. Rakestraw, Senior Special Counsel, at (202) 551-6825 (Division of Investment Management, Chief Counsel's Office).

# SUPPLEMENTARY INFORMATION:

                    For Applicants' representations, legal analysis, and conditions, please refer to Applicants' application, dated November 17, 2023, which may be obtained via the Commission's website by searching for the file number at the top of this document, or for an Applicant using the Company name search field on the SEC's EDGAR system. The SEC's EDGAR system may be searched at                     *https://www.sec.gov/​edgar/​searchedgar/​legacy/​companysearch.html*. You may also call the SEC's Public Reference Room at (202) 551-8090.                

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

Sherry R. Haywood,

Assistant Secretary.

[FR Doc. 2024-00472 Filed 1-10-24; 8:45 am]

BILLING CODE 8011-01-P