0001104659-15-027285 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • April 13th, 2015 • Resource Credit Income Fund • New York

THIS AGREEMENT is made as of March 31, 2015, between Resource Credit Income Fund, a Delaware statutory trust (the “Fund”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

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By-Laws of RESOURCE CREDIT INCOME FUND
By-Laws • April 13th, 2015 • Resource Credit Income Fund
Contract
Custodian Agreement • April 13th, 2015 • Resource Credit Income Fund • California

This Custodian Agreement (“Agreement”) is made as of February 13, 2015 by and between RESOURCE CREDIT INCOME FUND (“Principal”) and MUFG Union Bank, N.A. (“Custodian”).

MANAGEMENT AGREEMENT
Management Agreement • April 13th, 2015 • Resource Credit Income Fund • New York

The Trust has been organized to engage in the business of a closed-end management investment company that is operated as an interval fund.

BROKER DEALER SELLING AGREEMENT
Broker Dealer Selling Agreement • April 13th, 2015 • 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 1100, Denver, Colorado 80203, and , a company having its principal place of business (hereinafter “Broker/Dealer”).

RESTATED AGREEMENT AND DECLARATION OF TRUST of Resource Credit Income Fund a Delaware Statutory Trust
Restated Agreement and Declaration of Trust • April 13th, 2015 • Resource Credit Income Fund • Delaware

RESTATED AGREEMENT AND DECLARATION OF TRUST made as of the 10th day of March 2015, by the Trustees hereunder, and by the holders of Shares issued hereunder, if any, as hereinafter provided.

RESOURCE CREDIT INCOME FUND RESOURCE SECURITIES, INC. DEALER MANAGER AGREEMENT
Dealer Manager Agreement • April 13th, 2015 • Resource Credit Income Fund • Pennsylvania

The undersigned, Resource Credit Income Fund (the “Fund”), a Delaware statutory trust corporation, is conducting a continuous offering (the “Offering”) of its Class A, Class C, Class W, Class U, Class T and Class D shares of beneficial interest (collectively, the “Shares”). The Fund desires for you, Resource Securities, Inc. (the “Dealer Manager” or “you”), to act as its Dealer Manager in connection with the offer and sales of the Shares to the public in the Offering. In connection with the sales of Shares, the Fund hereby confirms its agreement with you, as Dealer Manager, as follows:

Expense Limitation Agreement
Expense Limitation Agreement • April 13th, 2015 • Resource Credit Income Fund
ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT
Administration, Bookkeeping and Pricing Services Agreement • April 13th, 2015 • Resource Credit Income Fund • New York

THIS AGREEMENT is made as of March 31, 2015, between Resource Credit Income Fund, organized as a Delaware statutory trust (the “Fund”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

SUBSCRIPTION AGREEMENT BETWEEN RESOURCE CREDIT INCOME FUND (THE “FUND”) AND THE INVESTOR LETTER OF INVESTMENT INTENT
Subscription Agreement • April 13th, 2015 • Resource Credit Income Fund

The undersigned (the “Purchaser”) hereby subscribes to purchase a beneficial interest (“Interest”) in the Fund, in the amount of $200,000.00 for 20,000 shares at net asset value of $10.00 per share, in consideration for which the Purchaser agrees to transfer to you upon demand cash in the amount of $200,000.00.

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