0001013762-24-000538 Sample Contracts

Octagon XAI CLO Income Fund Chicago, Illinois 60654 Ladies and Gentlemen:

Octagon XAI CLO Income Fund • July 22nd, 2024 • Delaware

• Company
  Octagon XAI CLO Income Fund
• Filed
  July 22nd, 2024
• Jurisdiction
  Delaware

This amended and restated letter agreement (the “Agreement”) confirms the contractual reimbursement of certain expenses with respect to Octagon XAI CLO Income Fund (the “Trust”).

AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT

Investment Sub-Advisory Agreement • July 22nd, 2024 • Octagon XAI CLO Income Fund • Delaware

• Contract Type
  Investment Sub-Advisory Agreement
• Filed
  July 22nd, 2024
• Company
  Octagon XAI CLO Income Fund
• Jurisdiction
  Delaware

AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”), dated as of May 16, 2024 (the “Effective Date”) among Octagon XAI CLO Income Fund, a Delaware statutory trust (the “Trust”), XA Investments LLC, a Delaware limited liability company (the “Adviser”), and Octagon Credit Investors, LLC, a Delaware limited liability company (the “Sub-Adviser”).