Form of Class F Expense Limitation Agreement

Form of Class F Expense Limitation Agreement

[  ], 2017

Xxxxxxx Institutional Access Credit Fund

Xxxxxxx Capital Plaza

0000 X. Xxxxx Xxxxxx

El Segundo, CA 90245

Dear Board Members:

You have engaged us to act as the investment adviser to the Xxxxxxx Institutional Access Credit Fund (the “Trust” or the “Fund”), pursuant to a Management Agreement dated as of January 19, 2017 (“Management Agreement”).

Commencing on the first date of operations for the Class F shares, we agree to waive the entire management fee attributable to Class F shares and reimburse the Fund for all expenses the Fund incurs attributable to Class F shares for a period of forty-two (42) months (the “Initial Period”). At the end of the Initial Period, we agree to waive management fees attributable to Class F shares and/or reimburse the Fund for expenses the Fund incurs attributable to Class F shares, but only to the extent necessary to maintain the Fund's total annual operating expenses after fee waivers and/or reimbursement (including taxes, interest, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses, such as litigation or reorganization costs, but inclusive of organizational costs and offering costs) to the extent that they exceed 1.85% per annum of the Fund’s average daily net assets attributable to Class F shares.

Additionally, the Expense Limitation Agreement shall continue in effect for successive twelve-month periods provided that such continuance is specifically approved at least annually by a majority of the Trustees of the Trust and by Xxxxxxx Capital Credit Advisor, LLC. Furthermore, the Expense Limitation Agreement may not be terminated by Xxxxxxx Capital Credit Advisor, LLC, but may be terminated by the Fund’s Board of Trustees, on written notice to Xxxxxxx Capital Credit Advisor, LLC. The Expense Limitation Agreement will automatically terminate if the Management Agreement for the Fund is terminated with such termination effective upon the effective date of the Management Agreement’s termination for the Fund (except that Xxxxxxx Capital Advisor, LLC shall maintain its right to repayment if the termination of Management Agreement is caused by a change in control of Xxxxxxx Capital, LLC). This Expense Limitation Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

Any waiver or reimbursement by us is subject to repayment by the respective Fund within three years in which the expenses were occurred (provided Xxxxxxx Capital Credit Advisor, LLC continues to serve as investment adviser to the Fund), if the Fund is able to make the repayment without exceeding its current expense limitations and the repayment is approved by the Board of Trustees.

[SIGNATURE PAGE IMMEDIATELY FOLLOWS]

Yours Very Truly,

Xxxxxxx Capital Credit Advisor, LLC

By:
Name:	Xxxxx Xxxxxxx
Title:	Chief Executive Officer
Date:	[  ], 2017

ACCEPTANCE:

The foregoing Agreement is hereby accepted.

XXXXXXX INSTITUTIONAL ACCESS CREDIT FUND

By:
Name:	Xxxxx Xxxxxxxx
Title:	Chairman
Date:	[  ], 2017