OCTIX: King Street Vote Withdrawn, Interim Clock, Nov 25 Tender

What the October 16 filing says, and what it leaves out

The filing is one page of text. Its three operative statements, from the Schedule 14A additional material of October 16, 2026:

• The fund “has withdrawn the current proposal to approve a new investment sub-advisory agreement” with Rockford Tower, “and the Special Meeting is concluded.”
• Rockford Tower, “a wholly owned subsidiary of King Street Capital Management, L.P.,” continues to serve as sub-adviser “pursuant to an interim sub-advisory agreement.”
• “The Board of Trustees of the Fund is considering an alternative proposal with respect to approval of the King Street Sub-Advisory Agreement and expects to present that proposal to shareholders for approval at a future special meeting of shareholders.”

The timeline, with what each filing was

The proxy statement of June 23, 2026 set the meeting for 10:30 a.m. on July 30, 2026, with a record date of June 2, 2026. Three other filings of that period are not adjournment notices: those of June 22 and July 1 are webinar material and the one of June 24 is a shareholder letter. No filing lists the adjournment dates between August 26 and October 16.

One slip in the paperwork: the prospectus supplement of July 30, 2026 says the fund “convened a special meeting” on “June 30, 2026,” while the proxy and the October 16 filing say July 30. We use July 30. The supplement is also the only filing that gives an adjournment date (August 26, 2026).

The sister fund’s story is on a separate page about the XFLT tender offer and the Bulldog standstill; here we only note that XFLT, a listed fund with the same adviser and the same King Street sub-adviser, got its approval after one adjournment.

What it took to win: the vote arithmetic

The proxy set two tests. A quorum needed “the holders of 50% of the Fund’s shares” present. Approval needed the lesser of 67% of the shares present, if more than 50% of outstanding shares were present, or 50% of the fund’s outstanding shares. On the record date the fund had 457,088 Class A and 1,531,233 Class I shares, 1,988,321 in all (our arithmetic), with Class A holders about 23% of the total. Half of that is 994,161 shares (our arithmetic).

The filings do not say how many shares voted, so we cannot tell how far the vote was from either bar. Our page on six non-traded REITs that could not reach a quorum shows what happens when the bar is not met in another vehicle, and the City National Rochdale proxy shows the opposite case, where one holder controlled the result.

The interim agreement and its 150-day limit

Under Rule 15a-4 of the Investment Company Act, an interim contract is one that “has a duration no greater than 150 days following the date on which the previous contract terminates” (17 CFR 270.15a-4(a)(2)). The prospectus supplement says the Octagon agreement ended and the interim one was entered into “dated as of July 30, 2026,” and that it “will remain in effect until the earlier of the 150th day following its effectiveness or the effectiveness of the New Sub-Advisory Agreement upon approval by the Fund’s shareholders.”

No filing states December 27. If the interim agreement counted from a different effectiveness date, the end date would move with it, so read the date as our reading of the filings, and watch for the fund’s own statement.

The proxy answered the question of what happens if no approval arrives: “the Board will take such actions with respect to the management of the Fund as it deems in the best interests of the Fund,” and it “could consider continuing to solicit shareholder approval or pursuing strategic alternatives for the Fund.” The October 16 filing points to a second vote. A new proxy statement has to be filed and mailed first, and nothing of that kind is on EDGAR as of October 23, 2026. The filing says holders of record “as of the record date for the Fund’s special meetings” are expected to receive it, without giving a date; whether a new record date applies is not stated.

What changed with the interim agreement, and what did not

The interim agreement changed the sub-adviser and its pay. It did not change the fee the fund pays. The old and the proposed numbers, from the shareholder report and the proxy:

A worked example of who is paid what (our arithmetic, on about $52.0 million of Managed Assets, which is the $4 million of preferred shares divided by its 7.69% share). At 1.50% the advisory fee is $780,000 a year. Octagon’s 70% would have been $546,000, leaving the adviser $234,000; Rockford Tower’s 60% is $468,000, leaving the adviser $312,000. The split moved toward the adviser, not the fund, and the fund’s bill is unchanged. If the 1.40% fee had been approved, the fee would be $728,000, Rockford Tower’s 60% would be $436,800 and the adviser would keep $291,200. A common shareholder’s cost falls only in that last case, and that case did not happen. The interim fee schedule is as the prospectus supplement states it; the interim agreement itself is not an exhibit we could read.

The expense limit matters more than the fee cut in the near term. In the six months to March 31, 2026 the adviser waived $175,233 of the $387,234 advisory fees incurred, about 45.3% (our arithmetic); the Class I annualized expense ratio was 2.86% before waivers and 2.18% after, and Class A was 3.71% before and 2.53% after. The proxy says that if the limit is not extended after January 31, 2027, “the operating expenses of the Fund borne by shareholders will increase.” That date falls after the interim period would end.

The new investment policy was due to take effect “as of the later of the approval of the King Street Sub-Advisory Agreement or August 22, 2026,” according to the supplement. The filings do not say whether the broader policy is in force without approval. The fund’s own page and the next shareholder report are where to look.

The repurchase offer open now

The notice filed October 14, 2026 is the fund’s eighth quarterly repurchase offer in our data and the first since the withdrawal. The fund’s fundamental policy is a quarterly offer of between 5% and 25% of its shares under Rule 23c-3; a holder cannot sell outside these windows because, in the notice’s words, “the Fund is unaware of any secondary market that exists for the Shares.” Our explainer on what an interval fund is covers the rule.

The notice says tendering is generally a taxable event and that any gain or loss is a capital gain or loss; our pages on the wash sale rule for fund tenders and on reporting fund sales on Form 8949 cover the mechanics.

How big 5% is

On the June 2, 2026 share count, 5% is 99,416 shares, worth about $2.39 million at the $24.03 Class I NAV; the extra 2% brings the ceiling to 139,182 shares (our arithmetic). The fund had $47.8 million of net assets on June 30, 2026 (Form NPORT-P, accession 0002000645-26-000012). The share count will be different on the pricing date, because the fund sells shares continuously and repurchases them every quarter. How much of a request is filled depends on what everyone else tenders. A hypothetical table of the fill rate, using the record-date count:

These are our arithmetic for illustration, not a forecast: the fund decides whether to use the extra 2%, and the tendered total is not known until the deadline passes.

Eight quarterly offers and what was bought

Every offer since the fund began has been for 5%. The shareholder reports give what was repurchased:

Four offers drew almost no repurchases, then the offer closing February 25, 2026 bought the full 5%, months before the June 23, 2026 proxy statement. The shareholder report does not say whether that offer was over-subscribed. The results of the May and August 2026 offers will appear in the annual report for the year to September 30, 2026; last year’s was filed on December 1, 2025. As a rough cross-check, the common share count fell by 95,016 between March 31 and the June 2 record date (2,083,337 to 1,988,321, our arithmetic), a period that includes the offer priced on May 28, 2026, but that is net of new sales and is not a reported repurchase figure.

NAV per Class I share was $25.34 at the end of 2024, $23.57 on April 8, 2026 and $24.03 on October 7, 2026. For the six months to March 31, 2026 the Class I return at NAV was minus 2.00%, with $0.95 a share distributed (shareholder report, accession 0001213900-26-065913).

What a reader can do with this

This is analysis of public documents, not investment, legal or tax advice.

• Decide before 4:00 p.m. Eastern on November 25, 2026. A request can be withdrawn or changed until then, and the price is not set until November 27. Your broker or adviser may set an earlier cut-off; the notice says to contact your financial intermediary before submitting.
• Know that a fill is not guaranteed. The fund offers 5%, with a possible extra 2%, of a fund of about 2 million shares. The February 2026 offer reached the cap; the others did not come close.
• Mark December 27, 2026. It is our reading of when the interim agreement can last until, not a date the fund has published. Ask the fund or your adviser what the board plans if there is no approved agreement by then.
• Mark January 31, 2027. The expense limit that took the Class I expense ratio from 2.86% to 2.18% is due to end then unless extended.
• Read the next filings. A new proxy statement, the annual report for the year to September 30, 2026 (the May and August offer results), and the January 2027 repurchase notice are the next documents. Last year’s notice came on January 7, 2025 and this year’s on January 14, 2026.
• Look at the whole position. We read the filings for holders in a similar position as a Forensic Filing Read, in 72 hours.

For other funds changing adviser, see our list of interval funds, which shows OCTIX at $47.8 million of net assets on June 30, 2026, and the Q4 2026 redemption and tender deadlines.

FAQ

Figures are from the Schedule 14A additional material of October 16, 2026 (accession 0001213900-26-110230) and of June 22, June 24 and July 1, 2026 (0001213900-26-070666, -071602, -073873); the definitive proxy statement of June 23, 2026 (0001213900-26-070817); the prospectus supplements of June 2 and July 30, 2026 (0001213900-26-064171 and -083435); the Forms N-23C3A of January 7, April 8, July 16 and October 15, 2025 and January 14, April 15, July 15 and October 14, 2026; the annual report for September 30, 2025 (0001213900-25-116758) and the semi-annual report for March 31, 2026 (0001213900-26-065913); the Forms NPORT-P of November 26, 2025, May 28 and August 28, 2026; the application of September 17, 2026 (0001213900-26-100918); the sister fund's Forms 8-K of July 30 and August 10, 2026; and 17 CFR 270.15a-4. All were read on October 23, 2026. The interim agreement itself, the vote tally and the reasons for the withdrawal are not in these filings. Dates marked as our arithmetic, the fee split and the fill-rate table are our calculations. This is analysis of public documents, not investment, legal or tax advice.