Multi-Class Expense Limitation Agreement

Multi-Class Expense Limitation Agreement

February 27, 2020

Xxxxxxx Institutional Access Credit Fund

Xxxxxxx Capital Plaza

0000 X. Xxxxx Xxxxxx

Xx Xxxxxxx, XX 00000

Dear Board Members:

You have engaged us to act as the investment adviser to the Xxxxxxx Institutional Access Credit Fund (the "Trust" or the "Fund"), pursuant to a Management Agreement dated as of January 19, 2017 ("Management Agreement").

Commencing on February 27, 2020 until at least April 30, 2021, we agree to waive management fees and/or reimburse the Fund for expenses the Fund incurs, but only to the extent necessary to maintain the Fund's total annual operating expenses after fee waivers and/or reimbursement (exclusive of any taxes, interest, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses, such as litigation or reorganization costs, but inclusive of organizational costs and offering costs) at the levels set forth in Appendix A attached hereto.

Additionally, the Expense Limitation Agreement shall continue in effect for successive twelve-month periods provided that such continuance is specifically approved at least annually by Xxxxxxx Capital Credit., LLC. Furthermore, the Expense Limitation Agreement may not be terminated by Xxxxxxx Capital Credit Advisor, LLC, but may be terminated by the Fund's Board of Trustees, on written notice to Xxxxxxx Capital Credit Advisor, LLC. The Expense Limitation Agreement will automatically terminate, with respect to a Fund listed in Appendix A if the Management Agreement for the Fund is terminated with such termination effective upon the effective date of the Management Agreement's termination for the Fund (except that Xxxxxxx Capital Credit Advisor, LLC shall maintain its right to repayment if the termination of Management Agreement is caused by a change in control of Xxxxxxx Capital, LLC). This Expense Limitation Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

Any waiver or reimbursement by us is subject to repayment by the respective Fund within three years in which the expenses were occurred (provided Xxxxxxx Capital Credit Advisor, LLC continues to serve as investment adviser to the Fund), if the Fund is able to make the repayment without exceeding its current expense limitations and the repayment is approved by the Board of Trustees.

[SIGNATURE PAGE IMMEDIATELY FOLLOWS]

Appendix A

Fund and Class	Percentage of Average Daily Net Assets
Xxxxxxx Institutional Access Credit Fund – Class A	2.60%
Xxxxxxx Institutional Access Credit Fund – Class C	3.35%
Xxxxxxx Institutional Access Credit Fund – Class I	2.35%
Xxxxxxx Institutional Access Credit Fund – Class L	2.85%

Yours Very Truly,
Xxxxxxx Capital Credit Advisor, LLC
By:
Name:	Xxxxx Xxxxxxx
Title:	Chief Executive Officer
Date:	February 27, 2020

ACCEPTANCE:

The foregoing Agreement is hereby accepted.

XXXXXXX INSTITUTIONAL ACCESS CREDIT FUND

By:
Name:	Xxxxx Xxxxxxxx
Title:	Chairman
Date:	February 27, 2020