0001398344-20-000791 Sample Contracts

Amended and Restated By-Laws of RESOURCE CREDIT INCOME FUND
By-Laws • January 15th, 2020 • Resource Credit Income Fund
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BROKER-DEALER SELLING AGREEMENT
Broker-Dealer Selling Agreement • January 15th, 2020 • Resource Credit Income Fund • Colorado

THIS BROKER-DEALER SELLING AGREEMENT (“Agreement”) made and entered into between ALPS Distributors, Inc. (“Distributor”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1000, Denver, Colorado 80203, and ___________________________________, a _________________________ having its principal place of business at ________________________________________________________ (hereinafter “Broker-Dealer”).

Contract
Global Custody Agreement • January 15th, 2020 • Resource Credit Income Fund • New York

This Amended and Restated Global Custody Agreement (“Amended and Restated Agreement”) is made as of, September 26, 2019 by and between Resource Credit Income Fund ("Principal") and MUFG Union Bank, N.A. ("Custodian"), and hereby supersedes that certain Custody Agreement dated as of February 12, 2015, the Addendum to Custody Agreement for Special Assets, and other supplements thereto (collectively, the “Custody Agreement”), by and between Custodian and Principal, and any amendments thereof.

AMENDMENT 1
Distribution Agreement • January 15th, 2020 • Resource Credit Income Fund

Except as amended hereby, all terms of the Existing Agreement remain in full force and effect. This Amendment includes the amendments in Schedule A and general terms in Schedule B.

Amended and Restated Expense Limitation Agreement
Expense Limitation Agreement • January 15th, 2020 • Resource Credit Income Fund

Effective as of the date hereof, we agree, at least until January 31, 2021, to waive our management fees (excluding any incentive fee) and to pay or absorb the ordinary annual operating expenses of the Fund (excluding interest, dividend expense, amortization/accretion on securities sold short, brokerage commissions, acquired fund fees and expenses and extraordinary expenses), to the extent that our management fees plus the Fund’s ordinary annual operating expenses exceed 2.59%, 3.34%, 2.59%, 2.34% and 2.84% per annum of the Fund's average daily net assets attributable to Class A, Class C, Class W, Class I and Class L shares, respectively.

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