0001213900-23-015551 Sample Contracts

CUSTODY AGREEMENT Dated December 1, 2022 Between UMB BANK, N.A. and PENDER REAL ESTATE CREDIT FUND CUSTODY AGREEMENT
Custody Agreement • February 28th, 2023 • Pender Real Estate Credit Fund

This agreement made as of the date first set forth above between UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City, Missouri (hereinafter "Custodian") and Pender Real Estate Credit Fund, a Delaware statutory trust (the "Fund").

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ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
Accounting and Recordkeeping Agreement • February 28th, 2023 • Pender Real Estate Credit Fund

THIS ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT (the “Agreement”) is made as of this 1st day of December, 2022, by and between Pender Real Estate Credit Fund, a Delaware statutory trust (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation (the “Administrator”).

PLATFORM MANAGEMENT AGREEMENT
Platform Management Agreement • February 28th, 2023 • Pender Real Estate Credit Fund • Delaware

THIS AGREEMENT (the “Agreement”) is made as of the 1st day of December, 2022, by and between Pender Real Estate Credit Fund (the “Fund”), a Delaware statutory trust, and UMB Fund Services Inc., a Wisconsin corporation (“UMBFS”).

Pender Real Estate Credit Fund AMENDED AND RESTATED BY-LAWS
Pender Real Estate Credit Fund • February 28th, 2023

These Amended and Restated By-laws (the “By-laws”) of the Pender Real Estate Credit Fund (the “Trust”), a Delaware statutory trust, are subject to the Trust’s Agreement and Declaration of Trust dated May 12, 2022, as from time to time amended, supplemented or restated (the “Trust Instrument”). Capitalized terms used herein which are defined in the Trust Instrument are used as therein defined.

FORM OF INVESTMENT MANAGEMENT AGREEMENT PENDER REAL ESTATE CREDIT FUND
Investment Management Agreement • February 28th, 2023 • Pender Real Estate Credit Fund • Delaware

AGREEMENT effective as of [ ], by and Pender Real Estate Credit Fund, a Delaware statutory trust (the "Fund"), and Pender Capital Management, LLC, a Delaware limited liability company (the "Investment Manager").

FORM OF DISTRIBUTION AGREEMENT
Form of Distribution Agreement • February 28th, 2023 • Pender Real Estate Credit Fund

THIS DISTRIBUTION AGREEMENT (the “Agreement”) is made as of [ ], by and between Pender Real Estate Credit Fund, a Delaware statutory trust (the “Trust”), and UMB Distribution Services, LLC, a Wisconsin limited liability company ("Provider").

FORM OF EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Expense Limitation and Reimbursement Agreement • February 28th, 2023 • Pender Real Estate Credit Fund

AGREEMENT effective as of [ ] by and among Pender Real Estate Credit Fund, a Delaware statutory trust (the “Fund”) and Pender Capital Management, LLC, a Delaware limited liability company (“the Investment Manager”).

JOINT LIABILITY INSURANCE AGREEMENT
Joint Liability Insurance Agreement • February 28th, 2023 • Pender Real Estate Credit Fund • Delaware

AGREEMENT dated the 2nd day of June, 2022 between the Infinity Core Alternative Fund, First Trust Alternative Opportunities Fund, Infinity Long/Short Equity Fund, LLC, Variant Alternative Income Fund, Variant Impact Fund, Corbin Multi-Strategy Fund, LLC, Agility Multi-Asset Income Fund, Keystone Private Income Fund, Aspiriant Risk-Managed Real Asset Fund, Aspiriant Risk-Managed Capital Appreciation Fund, AFA Multi-Manager Credit Fund, The Optima Dynamic Alternatives Fund, First Trust Real Assets Fund, First Trust Private Credit Fund, First Trust Private Assets Fund, Destiny Alternative Fund and Pender Real Estate Credit Fund (collectively, the “Funds” and individually, a “Fund”).

JOINT INSURED BOND AGREEMENT
Joint Insured Bond Agreement • February 28th, 2023 • Pender Real Estate Credit Fund • Delaware

AGREEMENT dated as of this 2nd day of June, 2022, by and between Infinity Core Alternative Fund, First Trust Alternative Opportunities Fund, Infinity Long/Short Equity Fund, LLC, Variant Alternative Income Fund, Variant Impact Fund, Corbin Multi-Strategy Fund, LLC, Agility Multi-Asset Income Fund, Keystone Private Income Fund, Aspiriant Risk-Managed Real Asset Fund, Aspiriant Risk-Managed Capital Appreciation Fund, AFA Multi-Manager Credit Fund, The Optima Dynamic Alternatives Fund, First Trust Real Assets Fund, First Trust Private Credit Fund, First Trust Private Assets Fund, Destiny Alternative Fund and Pender Real Estate Credit Fund (each a “Fund” and together, the “Funds”).

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