FUND OF FUNDS INVESTMENT AGREEMENT

Exhibit (k)(7)

FUND OF FUNDS INVESTMENT AGREEMENT

This FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of March 17, 2023, is between First Trust Alternative Opportunities Fund, a trust organized under the laws of Delaware (the “Acquiring Fund”), and Xxxxxx Real Estate Credit Fund a trust organized under the laws of Delaware (the “Acquired Fund” and, together with the Acquiring Fund, the “Funds”).

WHEREAS, the Acquiring Fund is a closed-end management investment company that is registered with the U.S. Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940 (the “1940 Act”);

WHEREAS, the Acquired Fund is a closed-end management investment company registered with the SEC under the 1940 Act;

WHEREAS, Section 12(d)(1) of the 1940 Act generally limits the ability of a registered investment company to invest in shares of another registered investment company above certain limits;

WHEREAS, Rule 12d1-4 under the 1940 Act permits a registered investment company to invest in shares of another registered investment company in excess of the limitations under Section 12(d)(1) subject to certain terms and conditions; and

WHEREAS, the Acquiring Fund, from time to time, may wish to acquire shares of the Acquired Fund in excess of the limitations under Section 12(d)(1)(A), (B), and (C), as applicable, in reliance on Rule 12d1-4.

NOW, THEREFORE, in consideration of the potential benefits to the Funds arising out of the investment by the Acquiring Fund in the Acquired Fund, the Funds agree as follows:

1. Representations and Obligations of the Acquired Fund

The Acquired Fund agrees to:

(a) comply with this Agreement and those terms and conditions of Rule 12d1-4 that are applicable to an acquired fund;

(b) promptly notify the Acquiring Fund if the Acquired Fund fails to comply with the applicable terms and conditions of Rule 12d1-4 or this Agreement; and

(c) provide, subject to applicable law, the Acquiring Fund and its investment adviser with information about the fees and expenses of the Acquired Fund reasonably requested by the Acquiring Fund and its investment adviser to comply with the terms and conditions of Rule 12d1-4.

2. Representations and Obligations of the Acquiring Fund

The Acquiring Fund agrees to:

(a) comply with the terms and conditions of Rule 12d1-4 and this Agreement;

(b) promptly notify the Acquired Fund if the Acquiring Fund fails to comply with the terms and conditions of Rule 12d1-4 or this Agreement; and

(c) adopt policies and procedures reasonably designed to prevent violations of Rule 12d1-4.

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3. Condition to Initial Purchase in Reliance on Rule 12d1-4

The Acquiring Fund and the Acquired Fund agree that, prior to the initial acquisition by the Acquiring Fund of shares of the Acquired Fund in excess of the limit in Section 12(d)(1)(A)(i), the investment adviser to each of the Acquiring Fund and the Acquired Fund must make in writing the applicable findings required by Rule 12d1-4.

4. Notices

Except as otherwise noted, all notices, including all information that either party is required to provide under the terms of this Agreement, shall be in writing and shall be delivered to the contact identified below (which may be changed from time to time upon written notice to the other party) by (i) Federal Express or other comparable overnight courier; (ii) registered or certified mail, postage prepaid, return receipt requested; (iii) facsimile with confirmation during normal business hours; or (iv) e-mail (to all parties set forth below). All notices, demands or requests so given will be deemed given when actually received.

If to the Acquiring Fund:

Xxxx Xxxxxxxxx

First Trust Capital Management L.P.

000 X. Xxxxxx Xxxxx, Xxxxx 0000

Chicago, IL 60606

Email: xxxxxxxxxx@XxxxxXxxxxXxxxxxx.xxx

If to the Acquired Fund:

Xxxx Xxxxxxx

Xxxxxx Capital Management, LLC

00000 Xxxxxxxx Xxxx, Xxxxx 0000

Los Angeles, CA 90025

Email: Xxxx.Xxxxxxx@XxxxxxXxxxxxx.xxx

With a copy to:

Xxxxx Xxx

Xxxxxx Capital Management, LLC

00000 Xxxxxxxx Xxxx, Xxxxx 0000

Los Angeles, CA 90025

Email: Xxxxx.Xxx@XxxxxxXxxxxxx.xxx

5. Termination and Governing Law

(a) This Agreement will continue until terminated in writing by either party upon 60 days’ notice to the other party. Upon termination of this Agreement, to the extent necessary to comply with Section 12(d)(1) of the 1940 Act and Rule 12d1-4, the Acquiring Fund shall be entitled to reduce the amount of any remaining unpaid capital commitment to the Acquired Fund pursuant to the Subscription Agreement between the Acquiring Fund and the Acquired Fund to $0.

(b) This Agreement will be governed by laws of Illinois without regard to choice of law principles.

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6. Miscellaneous

(a) This Agreement may not be assigned by either party without the prior written consent of the other. In the event either party assigns this Agreement to a third party as provided in this Section, such third party shall be bound by the terms and conditions of this Agreement applicable to the assigning party. Any assignment in contravention of this Section shall be null and void.

(b) Except as expressly set forth herein, nothing in this Agreement shall confer any rights upon any person or entity other than the parties hereto and their respective successors and permitted assigns.

(c) No amendment, modification, or supplement of any provision of this Agreement will be valid or effective unless made in writing in the manner provided by Section 4 and signed by a duly authorized representative of each party.

(d) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Agreement shall become binding when any two or more counterparts thereof, individually or taken together, bear the signatures of both parties hereto. For purposes hereof, a facsimile copy of this Agreement, including the signature pages hereto, shall be deemed an original.

(e) If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force and effect, if the essential terms and conditions of this Agreement for both parties remain valid, legal and enforceable.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

FIRST TRUST ALTERNATIVE OPPORTUNITIES FUND
/s/ Xxxxxxx Xxxx
Print Name:	Xxxxxxx Xxxx

Title:  President

XXXXXX REAL ESTATE CREDIT FUND
/s/ Xxxx Xxxxxxx
Print Name:	Xxxx Xxxxxxx

Title:  CEO