Common use of XXXXX CREDIT INCOME FUND Clause in Contracts

XXXXX CREDIT INCOME FUND. Ladies and Gentlemen: Xxxxx Financial, LLC (the “Dealer Manager”) entered into a Second Amended and Restated Dealer Manager agreement, dated April 12, 2017 (the “Dealer Manager Agreement”) with Xxxxx Credit Income Fund (the “Master Fund”) and each current and additional future Feeder Fund (as defined below), each a Delaware statutory trust, and receipt of a copy of the Dealer Manager Agreement is hereby acknowledged by Selected Dealer (as defined in Section 2 below). The Master Fund is a specialty finance company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940 (the “1940 Act”). The Master Fund also intends to qualify each taxable year to be subject to U.S. federal income tax as a regulated investment company, or a RIC, in accordance with Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Xxxxx Credit Income Fund 2018 T (“CCIF 2018 T”) and other investment funds that will be created from time to time and will have the same investment objectives as the Master Fund, are sometimes referred to in this Selected Dealer Agreement (this “Agreement”) in the singular as the “Feeder Fund” or collectively as the “Feeder Funds.” CCIF 2018 T and the additional Feeder Funds each will invest substantially all of its assets in the common shares of the Master Fund. The common shares offered by CCIF 2018 T and the additional Feeder Funds are sometimes referred to in this Agreement in the singular as a “Share” and in the aggregate as the “Shares.” This Agreement is intended to cover the offer and sale of Shares by CCIF 2018 T and each additional Feeder Fund, if any, designated by the Dealer Manager on Schedule IV to this Agreement, as it may be amended from time to time, on the terms and conditions set forth in each Feeder Fund’s respective Prospectus (as defined below). While the Master Fund will be continuously offered and have an infinite life, CCIF 2018 T and each additional Feeder Fund will have a finite offering period and a finite term as set forth in its Prospectus. Under the Dealer Manager Agreement, the Dealer Manager agreed to use its best efforts to sell or cause to be sold the Shares of CCIF 2018 T and each additional Feeder Fund in such quantities and to such persons in accordance with such terms as are set forth in the Dealer Manager Agreement. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings therefor as in the Dealer Manager Agreement. In connection with the performance of the Dealer Manager’s obligations under Section 3 of the Dealer Manager Agreement, the Dealer Manager is authorized to retain the services of securities dealers (the “Selected Dealers”) who are members of the Financial Industry Regulatory Authority (“FINRA”) to solicit subscriptions for Shares in connection with each Feeder Fund’s public offering. You are hereby invited to become a Selected Dealer and, as such, to use your reasonable best efforts to solicit subscribers for Shares of CCIF 2018 T and each additional Feeder Fund designated on Schedule IV to this Agreement in accordance with the following terms and conditions of this Agreement:

XXXXX CREDIT INCOME FUND. Ladies and Gentlemen: Xxxxx Financial, LLC (the “Dealer Manager”) entered into a Second Amended and Restated Dealer Manager dealer manager agreement, dated April 12as of , 2017 2015 (the “Dealer Manager Agreement”) ), with Xxxxx Credit Income Fund (the “Master Fund”), Xxxxx Credit Income Fund 2016 T (“CCIF 2016 T”) and each current and additional future Feeder Fund (as defined below), each a Delaware statutory trust, and receipt of a copy of the Dealer Manager Agreement is hereby acknowledged by Selected Dealer (as defined in Section 2 below). The Master Fund is a specialty finance company that has elected intends to elect to be regulated as a business development company, or BDC, under the Investment Company Act of 1940 (the “1940 Act”). The Master Fund also intends to qualify each annually, beginning with its first taxable year to be subject to U.S. federal income tax year, as a regulated investment company, or a RIC, in accordance with Subchapter M of under the Internal Revenue Code of 1986, as amended (the “Code”). Xxxxx Credit Income Fund 2018 CCIF 2016 T (“CCIF 2018 T”) and other investment funds that will be created from time to time and will have the same investment objectives as the Master FundCCIF 2016 T, are sometimes referred to in this Selected Dealer Agreement (this “Agreement”) in the singular as the “Feeder Fund” or collectively as the “Feeder Funds.” CCIF 2018 2016 T and the additional Feeder Funds each will invest substantially all of its assets in the common shares of the Master Fund. The All additional Feeder Funds will generally offer their common shares on the same basis as CCIF 2016 T, and the common shares offered by CCIF 2018 2016 T and the additional Feeder Funds are sometimes referred to in this Agreement in the singular as a “Share” and in the aggregate as the “Shares.” This Agreement is intended to cover the offer and sale of Shares by CCIF 2018 2016 T and each additional Feeder Fund, if any, designated by the Dealer Manager on Schedule IV to this Agreement, as it may be amended from time to time, on the terms and conditions set forth in each Feeder Fund’s respective Prospectus (as defined below). While the Master Fund will be continuously offered and have an infinite life, CCIF 2018 2016 T and each additional Feeder Fund will have a finite fixed offering period of approximately one year and a finite term as set forth in its Prospectus. Under the Dealer Manager Agreement, the Dealer Manager agreed to use its best efforts to sell or cause to be sold the Shares of CCIF 2018 2016 T and each additional Feeder Fund in such quantities and to such persons in accordance with such terms as are set forth in the Dealer Manager Agreement. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings therefor as in the Dealer Manager Agreement. In connection with the performance of the Dealer Manager’s obligations under Section 3 of the Dealer Manager Agreement, the Dealer Manager is authorized to retain the services of securities dealers (the “Selected Dealers”) who are members of the Financial Industry Regulatory Authority (“FINRA”) to solicit subscriptions for Shares in connection with each Feeder Fund’s public offering. You are hereby invited to become a Selected Dealer and, as such, to use your reasonable best efforts to solicit subscribers for Shares of CCIF 2018 2016 T and each additional Feeder Fund designated on Schedule IV to this Agreement in accordance with the following terms and conditions of this Agreement:

XXXXX CREDIT INCOME FUND. Ladies and Gentlemen: Xxxxx Financial, LLC (the “Dealer Manager”) entered into a Second Amended and Restated Dealer Manager agreement, dated April 12, 2017 (the “Dealer Manager Agreement”) with Xxxxx Credit Income Fund (the “Master Fund”) and each current and additional future Feeder Fund (as defined below), each a Delaware statutory trust, and receipt of a copy of the Dealer Manager Agreement is hereby acknowledged by Selected Dealer (as defined in Section 2 below). The Master Fund is a specialty finance company that has elected intends to elect to be regulated as a business development company, or company (“BDC, ”) under the Investment Company Act of 1940 (the “1940 Act”). The Master Fund also intends to qualify each annually, beginning with its first taxable year to be subject to U.S. federal income tax year, as a regulated investment company, or a company (“RIC, in accordance with Subchapter M of ”) under the Internal Revenue Code of 1986, as amended (the “Code”). The Master Fund will serve as the investment vehicle for Xxxxx Credit Income Fund 2018 T (2016 T, which is sometimes referred to in this Agreement as “CCIF 2018 T”) 2016 T.” CCIF 2016 T also intends to qualify as a BDC and other RIC and has been formed as a Delaware statutory trust which will invest substantially all of its equity capital in the common shares of the Master Fund. Other investment funds that also will be created from time to time to qualify as BDCs and RICs that will have the same investment objectives as CCIF 2016 T and will invest substantially all of their equity capital in the shares of the Master Fund, . CCIF 2016 T and these additional funds are sometimes referred to in this Selected Dealer Agreement (this “Agreement”) in the singular as the a “Feeder Fund” or collectively as the “Feeder Funds,” and, together with the Master Fund, the “Funds.” CCIF 2018 T and the The additional Feeder Funds each will invest substantially all of its assets in the generally offer their common shares of on the Master Fund. The same basis as CCIF 2016 T, and the common shares offered by CCIF 2018 2016 T and the additional Feeder Funds are sometimes referred to in this Agreement in the singular as a “Share” and in the aggregate as the “Shares.” This Agreement is intended to cover the offer and sale of Shares by CCIF 2018 2016 T and each additional Feeder Fund, if any, designated by the Dealer Manager set forth on Schedule IV to this Agreement, A attached hereto as it may be amended from time to time, on . CCIF 2016 T and each additional Feeder Fund will offer Shares upon the terms and subject to the conditions set forth in each Feeder Fund’s their respective Prospectus Prospectuses (as defined below). While the Master Fund will be continuously offered and have an infinite life, CCIF 2018 2016 T and each additional Feeder Fund will have a finite fixed offering period of approximately one year and a finite term as set forth in its Prospectus. Under Upon the terms and subject to the conditions contained in this Amended and Restated Dealer Manager Agreement (this “Agreement”), the Master Fund hereby appoints Xxxxx Financial, LLC, a Delaware limited liability company (the “Dealer Manager”), to act on a best efforts basis as the exclusive dealer manager for the public offering of Shares in CCIF 2016 T and the additional Feeder Funds, and the Dealer Manager Agreement, the Dealer Manager agreed agrees to use its best efforts to sell or cause to be sold the Shares of CCIF 2018 T and each additional Feeder Fund in accept such quantities and to such persons in accordance with such terms as are set forth in the Dealer Manager Agreement. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings therefor as in the Dealer Manager Agreement. In connection with the performance of the Dealer Manager’s obligations under Section 3 of the Dealer Manager Agreement, the Dealer Manager is authorized to retain the services of securities dealers (the “Selected Dealers”) who are members of the Financial Industry Regulatory Authority (“FINRA”) to solicit subscriptions for Shares in connection with each Feeder Fund’s public offering. You are hereby invited to become a Selected Dealer and, as such, to use your reasonable best efforts to solicit subscribers for Shares of CCIF 2018 T and each additional Feeder Fund designated on Schedule IV to this Agreement in accordance with the following terms and conditions of this Agreement:appointment.

XXXXX CREDIT INCOME FUND. Ladies and Gentlemen: Xxxxx Financial, LLC (the “Dealer Manager”) entered into a Second Amended and Restated Dealer Manager dealer manager agreement, dated April 12as of , 2017 2015 (the “Dealer Manager Agreement”) ), with Xxxxx Credit Income Fund (the “Master Fund”), Xxxxx Credit Income Fund 2015 T (“CCIF 2015 T”) and each current and additional future Feeder Fund (as defined below), each a Delaware statutory trust, and receipt of a copy of the Dealer Manager Agreement is hereby acknowledged by Selected Dealer (as defined in Section 2 below). The Master Fund is a specialty finance company that has elected intends to elect to be regulated as a business development company, or BDC, under the Investment Company Act of 1940 (the “1940 Act”). The Master Fund also intends to qualify each annually, beginning with its first taxable year to be subject to U.S. federal income tax year, as a regulated investment company, or a RIC, in accordance with Subchapter M of under the Internal Revenue Code of 1986, as amended (the “Code”). Xxxxx Credit Income Fund 2018 CCIF 2015 T (“CCIF 2018 T”) and other investment funds that will be created from time to time and will have the same investment objectives as the Master FundCCIF 2015 T, are sometimes referred to in this Selected Dealer Agreement (this “Agreement”) in the singular as the “Feeder Fund” or collectively as the “Feeder Funds.” CCIF 2018 2015 T and the additional Feeder Funds each will invest substantially all of its assets in the common shares of the Master Fund. The All additional Feeder Funds will generally offer their common shares on the same basis as CCIF 2015 T, and the common shares offered by CCIF 2018 2015 T and the additional Feeder Funds are sometimes referred to in this Agreement in the singular as a “Share” and in the aggregate as the “Shares.” This Agreement is intended to cover the offer and sale of Shares by CCIF 2018 2015 T and each additional Feeder Fund, if any, designated by the Dealer Manager on Schedule IV to this Agreement, as it may be amended from time to time, on the terms and conditions set forth in each Feeder Fund’s respective Prospectus (as defined below). While the Master Fund will be continuously offered and have an infinite life, CCIF 2018 2015 T and each additional Feeder Fund will have a finite fixed offering period of approximately one year and a finite term as set forth in its Prospectus. Under the Dealer Manager Agreement, the Dealer Manager agreed to use its best efforts to sell or cause to be sold the Shares of CCIF 2018 2015 T and each additional Feeder Fund in such quantities and to such persons in accordance with such terms as are set forth in the Dealer Manager Agreement. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings therefor as in the Dealer Manager Agreement. In connection with the performance of the Dealer Manager’s obligations under Section 3 of the Dealer Manager Agreement, the Dealer Manager is authorized to retain the services of securities dealers (the “Selected Dealers”) who are members of the Financial Industry Regulatory Authority (“FINRA”) to solicit subscriptions for Shares in connection with each Feeder Fund’s public offering. You are hereby invited to become a Selected Dealer and, as such, to use your reasonable best efforts to solicit subscribers for Shares of CCIF 2018 2015 T and each additional Feeder Fund designated on Schedule IV to this Agreement in accordance with the following terms and conditions of this Agreement:

XXXXX CREDIT INCOME FUND. Ladies and Gentlemen: Xxxxx Financial, LLC (the “Dealer Manager”) entered into a Second Amended and Restated Dealer Manager agreement, dated April 12, 2017 (the “Dealer Manager Agreement”) with Xxxxx Credit Income Fund (the “Master Fund”) and each current and additional future Feeder Fund (as defined below), each a Delaware statutory trust, and receipt of a copy of the Dealer Manager Agreement is hereby acknowledged by Selected Dealer (as defined in Section 2 below). The Master Fund is a specialty finance company that has elected intends to elect to be regulated as a business development company, or company (“BDC, ”) under the Investment Company Act of 1940 (the “1940 Act”). The Master Fund also intends to qualify each annually, beginning with its first taxable year to be subject to U.S. federal income tax year, as a regulated investment company, or a company (“RIC, in accordance with Subchapter M of ”) under the Internal Revenue Code of 1986, as amended (the “Code”). The Master Fund will serve as the investment vehicle for Xxxxx Credit Income Fund 2018 T (2015 T, which is sometimes referred to in this Agreement as “CCIF 2018 T”) 2015 T.” CCIF 2015 T also intends to qualify as a BDC and other RIC and has been formed as a Delaware statutory trust which will invest substantially all of its equity capital in the common shares of the Master Fund. Other investment funds that also will be created from time to time to qualify as BDCs and RICs that will have the same investment objectives as CCIF 2015 T and will invest substantially all of their equity capital in the shares of the Master Fund, . CCIF 2015 T and these additional funds are sometimes referred to in this Selected Dealer Agreement (this “Agreement”) in the singular as the a “Feeder Fund” or collectively as the “Feeder Funds,” and, together with the Master Fund, the “Funds.” CCIF 2018 T and the The additional Feeder Funds each will invest substantially all of its assets in the generally offer their common shares of on the Master Fund. The same basis as CCIF 2015 T, and the common shares offered by CCIF 2018 2015 T and the additional Feeder Funds are sometimes referred to in this Agreement in the singular as a “Share” and in the aggregate as the “Shares.” This Agreement is intended to cover the offer and sale of Shares by CCIF 2018 2015 T and each additional Feeder Fund, if any, designated by the Dealer Manager set forth on Schedule IV to this Agreement, A attached hereto as it may be amended from time to time, on . CCIF 2015 T and each additional Feeder Fund will offer Shares upon the terms and subject to the conditions set forth in each Feeder Fund’s their respective Prospectus Prospectuses (as defined below). While the Master Fund will be continuously offered and have an infinite life, CCIF 2018 2015 T and each additional Feeder Fund will have a finite fixed offering period of approximately one year and a finite term as set forth in its Prospectus. Under Upon the terms and subject to the conditions contained in this Dealer Manager Agreement (this “Agreement”), the Master Fund hereby appoints Xxxxx Financial, LLC, a Delaware limited liability company (the “Dealer Manager”), to act on a best efforts basis as the exclusive dealer manager for the public offering of Shares in CCIF 2015 T and the additional Feeder Funds, and the Dealer Manager Agreement, the Dealer Manager agreed agrees to use its best efforts to sell or cause to be sold the Shares of CCIF 2018 T and each additional Feeder Fund in accept such quantities and to such persons in accordance with such terms as are set forth in the Dealer Manager Agreement. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings therefor as in the Dealer Manager Agreement. In connection with the performance of the Dealer Manager’s obligations under Section 3 of the Dealer Manager Agreement, the Dealer Manager is authorized to retain the services of securities dealers (the “Selected Dealers”) who are members of the Financial Industry Regulatory Authority (“FINRA”) to solicit subscriptions for Shares in connection with each Feeder Fund’s public offering. You are hereby invited to become a Selected Dealer and, as such, to use your reasonable best efforts to solicit subscribers for Shares of CCIF 2018 T and each additional Feeder Fund designated on Schedule IV to this Agreement in accordance with the following terms and conditions of this Agreement:appointment.