Boston, MA 02116 Re: Expense Limitation Letter Agreement

 Exhibit (k)(ii)

Xxxx Xxxxxxx Investment Management LLC
000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000      

June 17, 2022

To the Trustees of

Xxxx Xxxxxxx Asset-Based Lending Fund

000 Xxxxxxxx Xxxxxx

Boston, MA 02116

Re:     Expense Limitation Letter Agreement

With reference to the Advisory Agreement approved by the Board and entered into by and between Xxxx Xxxxxxx Investment Management LLC (the “Adviser”) and Xxxx Xxxxxxx Asset-Based Lending Fund (the “Fund”), we hereby notify you as follows:

1. The Adviser agrees to contractually waive its advisory fees or, to the extent necessary, reimburse other expenses of the Fund as set forth in Appendix A hereto.

2. We understand and intend that the Fund will rely on this undertaking in overseeing the preparation and filing of Post-effective Amendments to the Registration Statement on Form N-2 for the Fund with the Securities and Exchange Commission, in accruing the Fund’s expenses for purposes of calculating its net and gross asset value per share, and for other purposes permitted under Form N-2 and/or the Investment Company Act of 1940, as amended, and we expressly permit the Trust so to rely.

	Very truly yours,
	XXXX XXXXXXX INVESTMENT MANAGEMENT LLC
	By:	/s/ Xxxxxxx X. Xxxx
		Xxxxxxx X. Xxxx
		Chief Financial Officer

Agreed and Accepted
on behalf of XXXX XXXXXXX ASSET-BASED LENDING FUND
By:	/s/ Xxxxxxx X. Xxxxx
	Xxxxxxx X. Xxxxx
	Chief Financial Officer

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A copy of the document establishing the Fund as a Massachusetts Business Trust is filed with the Secretary of The Commonwealth of Massachusetts. This Agreement is executed by the officer in his capacity as such and not as an individual and is not binding upon any of the Trustees, officers or shareholders of the Fund individually but only upon the assets of the Fund.

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APPENDIX A

Fund Level Contractual Limitation on Fund Level Expenses

For purposes of this Appendix:

The Adviser contractually agrees to reduce its management fee for the Fund or, if necessary, make payment to the Fund, in an amount equal to the amount by which the “Expenses” of the Fund incurred in the ordinary course of the Fund’s business exceed the percentage of average monthly net assets (on an annualized basis) of the Fund as set forth in the table below. “Expenses” means all the expenses of the Fund, including (a) administrative fees; (b) custody and accounting fees; (c) audit fees; (d) legal fees; (e) independent trustee fees; (f) valuation fees; (g) blue sky fees; (h) insurance premiums; (i) printing costs; (j) registration and filing expenses; (k) organizational and offering expenses; (l) transfer agent fees and service fees; and (m) other miscellaneous ordinary expenses, but excluding advisory and incentive fees, interest expense, 12b-1 fees, and any cashiering or other investment servicing fees.

The current expense limitation agreement expires on the date specified, unless renewed by mutual agreement of the Fund and the Adviser based upon a determination that this is appropriate under the circumstances at that time.

Fund	Limit on Fund Level  Expenses	Expiration Date of Expense Limit
Xxxx Xxxxxxx Asset-Based Lending Fund	0.60%	February 28, 2024

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