Cliffwater Corporate Lending Fund Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • February 28th, 2019 • Cliffwater Corporate Lending Fund • Delaware

THIS AGREEMENT is made and entered into as of this 26th day of February, 2019, by and between Cliffwater Corporate Lending Fund, a Delaware statutory trust (the “Fund”), and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”).

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ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
Accounting and Recordkeeping Agreement • February 28th, 2019 • Cliffwater Corporate Lending Fund • Wisconsin

THIS ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT (the “Agreement”) is made as of this 26th day of February, 2019, by and between Cliffwater Corporate Lending Fund, a Delaware statutory trust (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation (the “Administrator”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • March 29th, 2022 • Cliffwater Corporate Lending Fund • Delaware

This AGREEMENT is made this 27th day of May, 2021, by and among Cliffwater Corporate Lending Fund, a Delaware statutory trust (the “Fund”), Cliffwater LLC, a Delaware limited liability company (the “Investment Manager”), and Crescent Capital Group LP, a Delaware limited partnership (the “Sub-Adviser”).

INVESTMENT MANAGEMENT AGREEMENT CLIFFWATER CORPORATE LENDING FUND
Investment Management Agreement • February 28th, 2019 • Cliffwater Corporate Lending Fund • Delaware

AGREEMENT made this 1st day of March, 2019, by and between Cliffwater Corporate Lending Fund, a Delaware statutory trust (the "Fund"), and Cliffwater LLC, a Delaware limited liability company (the "Investment Manager").

CLIFFWATER CORPORATE LENDING FUND AMENDED AND RESTATED BY-LAWS
Cliffwater Corporate Lending Fund • March 29th, 2022

These Amended and Restated By-laws (the “By-laws”) of the Cliffwater Corporate Lending Fund (the “Trust”), a Delaware statutory trust, are subject to the Trust’s Amended and Restated Agreement and Declaration of Trust dated September 15, 2021, 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.

JOINT INSURED BOND AGREEMENT
Joint Insured Bond Agreement • December 14th, 2020 • Cliffwater Corporate Lending Fund • Delaware

AGREEMENT dated as of this 2nd day of December, 2020, by and between Infinity Core Alternative Fund, The Relative Value Fund, Infinity Long/Short Equity Fund, LLC, Variant Alternative Income Fund, Cliffwater Corporate Lending Fund, Corbin Multi-Strategy Fund, LLC, Agility Multi-Asset Income Fund, Keystone Private Income Fund, Aspiriant Risk-Managed Real Asset Fund and Aspiriant Risk-Managed Capital Appreciation Fund (each a “Fund” and together, the “Funds”).

JOINT LIABILITY INSURANCE AGREEMENT
Joint Liability Insurance Agreement • December 14th, 2020 • Cliffwater Corporate Lending Fund • Delaware

AGREEMENT dated the 2nd day of December, 2020 between the Infinity Core Alternative Fund, The Relative Value Fund, Infinity Long/Short Equity Fund, LLC, Variant Alternative Income Fund, Cliffwater Corporate Lending Fund, Corbin Multi-Strategy Fund, LLC, Agility Multi-Asset Income Fund, Keystone Private Income Fund, Aspiriant Risk-Managed Real Asset Fund and Aspiriant Risk-Managed Capital Appreciation Fund (collectively, the “Funds” and individually, a “Fund”).

Fund of Funds Investment Agreement
Fund of Funds Investment Agreement • November 30th, 2022 • Cliffwater Corporate Lending Fund • New York

This FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of April 19, 2022, is between Cliffwater Corporate Lending Fund, a Delaware statutory trust (the “Acquiring Fund”), and AGTB Private BDC, a Delaware statutory trust (the “Acquired Fund” and, together with the Acquiring Fund, the “Funds”).

FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • February 10th, 2023 • Cliffwater Corporate Lending Fund

This FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of August 20, 2021, is between Cliffwater Corporate Lending Fund, a Delaware statutory trust (the “Acquiring Fund”), and Barings Private Credit Corporation, a Maryland corporation (the “Acquired Fund” and, together with the Acquiring Fund, the “Funds”).

JOINT LIABILITY INSURANCE AGREEMENT
Joint Liability Insurance Agreement • September 28th, 2018 • Cliffwater Corporate Lending Fund • Delaware

AGREEMENT dated the 5th day of September, 2018 between the Infinity Core Alternative Fund, The Relative Value Fund, Vivaldi Opportunities Fund, Infinity Long/Short Equity Fund, LLC, Variant Alternative Income Fund, Cliffwater Corporate Lending Fund and MicroVentures Private Growth Fund (collectively, the “Funds” and individually, a “Fund”).

FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • November 30th, 2022 • Cliffwater Corporate Lending Fund • New York

This FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of April 1, 2022, is between Cliffwater Corporate Lending Fund, a Delaware statutory trust (the “Acquiring Fund”), and Redwood Enhanced Income Corp., a corporation incorporated under the laws of Maryland (the “Acquired Fund” and, together with the Acquiring Fund, the “Funds”).

Fund of Funds Investment Agreement
Fund of Funds Investment Agreement • March 29th, 2022 • Cliffwater Corporate Lending Fund • New York

This FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of July 30, 2021, is between Cliffwater Corporate Lending Fund, a Delaware statutory trust (the “Acquiring Fund”), and Owl Rock Core Income Corp. a Maryland corporation (the “Acquired Fund” and, together with the Acquiring Fund, the “Funds”).

JOINT INSURED BOND AGREEMENT
Joint Insured Bond Agreement • March 29th, 2022 • Cliffwater Corporate Lending Fund • Delaware

AGREEMENT dated as of this _13th___ day of ____May__________, 2021, by and between Cliffwater Corporate Lending Fund and Cliffwater Enhanced Lending Fund (each a “Fund” and together, the “Funds”).

JOINT LIABILITY INSURANCE AGREEMENT
Joint Liability Insurance Agreement • March 29th, 2022 • Cliffwater Corporate Lending Fund • Delaware

AGREEMENT dated the 13th day of July, 2021 between the Cliffwater Corporate Lending Fund and Cliffwater Enhanced Lending Fund (collectively, the “Funds” and individually, a “Fund”).

JOINT INSURED BOND AGREEMENT
Joint Insured Bond Agreement • April 29th, 2020 • Cliffwater Corporate Lending Fund • Delaware

AGREEMENT dated as of this 16th day of September, 2019, by and between Infinity Core Alternative Fund, The Relative Value Fund, Vivaldi Opportunities Fund, Infinity Long/Short Equity Fund, LLC, Variant Alternative Income Fund, Cliffwater Corporate Lending Fund, Corbin Multi-Strategy Fund, LLC, Agility Multi-Asset Income Fund and Keystone Private Income Fund (each a “Fund” and together, the “Funds”).

Custodian Agreement
Custodian Agreement • February 28th, 2019 • Cliffwater Corporate Lending Fund • Massachusetts

This Agreement is made as of December 5, 2018 (this “Agreement”), between Cliffwater Corporate Lending Fund (the “Fund”) and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

Fund of Funds Investment Agreement
Fund of Funds Investment Agreement • November 30th, 2022 • Cliffwater Corporate Lending Fund • New York

This FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of October 25, 2022, is between Cliffwater Corporate Lending Fund, a statutory trust organized under the laws of Delaware (the “Acquiring Fund”), and Stone Point Credit Corporation, a corporation incorporated under the laws of Delaware (the “Acquired Fund” and, together with the Acquiring Fund, the “Funds”).

Fund of Funds Investment Agreement
Fund of Funds Investment Agreement • March 29th, 2022 • Cliffwater Corporate Lending Fund • Delaware

This FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of February 25, 2022, and effective as of January 21, 2021 (the “Effective Date”), is between Cliffwater Corporate Lending Fund, a Delaware statutory trust (the “Acquiring Fund”), and Barings Capital Investment Corporation, a Maryland corporation (the “Acquired Fund” and, together with the Acquiring Fund, the “Funds”).

Fund of Funds Investment Agreement
Fund of Funds Investment Agreement • November 30th, 2022 • Cliffwater Corporate Lending Fund • New York

This FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of November 18, 2022, is between CCLF SPV LLC, a wholly-owned subsidiary of Cliffwater Corporate Lending Fund, a Delaware statutory trust (the “Acquiring Fund”), and Ares Strategic Income Fund, a Delaware statutory trust (the “Acquired Fund” and, together with the Acquiring Fund, the “Funds”).

FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • March 29th, 2022 • Cliffwater Corporate Lending Fund • New York

This FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of September 24, 2021, is between Cliffwater Corporate Lending Fund, a trust organized under the laws of Delaware (the “Acquiring Fund”), and Golub Capital Direct Lending Corporation a Maryland corporation (the “Acquired Fund” and, together with the Acquiring Fund, the “Funds”).

CLIFFWATER DIRECT LENDING FUND AGREEMENT AND DECLARATION OF TRUST Dated: March 21, 2018
Cliffwater Direct Lending Fund Agreement • March 30th, 2018 • Cliffwater Direct Lending Fund

AGREEMENT AND DECLARATION OF TRUST of Cliffwater Direct Lending Fund, a Delaware statutory trust, made as of March 21, 2018 by the undersigned Trustee.

AMENDED AND RESTATED EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Expense Limitation and Reimbursement Agreement • April 29th, 2020 • Cliffwater Corporate Lending Fund • Delaware

AGREEMENT made as of the 30th day of April, 2019 by and among Cliffwater Corporate Lending Fund, a Delaware statutory trust (the “Fund”) and Cliffwater LLC, a Delaware limited liability company (“the Investment Manager”).

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CLIFFWATER CORPORATE LENDING FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Dated: September 15, 2021
Cliffwater Corporate • March 29th, 2022 • Cliffwater Corporate Lending Fund
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Expense Limitation and Reimbursement Agreement • February 28th, 2019 • Cliffwater Corporate Lending Fund • Delaware

AGREEMENT made as of the 26th day of February, 2019 by and among Cliffwater Corporate Lending Fund, a Delaware statutory trust (the “Fund”) and Cliffwater LLC, a Delaware limited liability company (“the Investment Manager”).

INTERIM SUB-ADVISORY AGREEMENT
Interim Sub-Advisory Agreement • April 30th, 2021 • Cliffwater Corporate Lending Fund • Delaware

This Interim Sub-Advisory Agreement (this “Agreement”), made this 5th day of January, 2021, by and among Cliffwater Corporate Lending Fund, a Delaware statutory trust (the “Fund”), Cliffwater LLC, a Delaware limited liability company (the “Investment Manager”), and Crescent Capital Group LP, a Delaware limited partnership (the “Sub-Adviser”).

AMENDMENT AGREEMENT
Amendment Agreement • March 29th, 2022 • Cliffwater Corporate Lending Fund • Wisconsin

THIS AMENDMENT AGREEMENT (this “Amendment”) is effective as of this 1st day of September, 2021, by and between Cliffwater Corporate Lending Fund, a Delaware statutory trust (“Cliffwater”) and UMB Fund Services, Inc., a Wisconsin corporation (“UMBFS”).

Distribution Agreement
Distribution Agreement • March 29th, 2022 • Cliffwater Corporate Lending Fund

THIS DISTRIBUTION AGREEMENT (“Agreement”), effective as of the closing of the Transaction (as defined below) (the “Closing Date”), is by and between Foreside Fund Services, LLC (the “Distributor”) and Cliffwater Corporate Lending Fund (“Fund Company”).

SELLING GROUP MEMBER AGREEMENT
Selling Group Member Agreement • March 29th, 2022 • Cliffwater Corporate Lending Fund • Delaware

As the distributor of the shares of beneficial interest (“Shares”) of Cliffwater Corporate Lending Fund (“Fund”), a closed-end “interval” investment company operated in accordance with Rule 23c-3 under the Investment Company Act of 1940, as amended (the “1940 Act”), Foreside Fund Services, LLC (“Distributor”) hereby invites you to participate in the selling group on the following terms and conditions. In this letter, the terms “we,” “us,” and similar words refer to the Distributor, and the terms “you,” “your,” and similar words refer to the intermediary executing this agreement, including its associated persons.

Fund of Funds Investment Agreement
Fund of Funds Investment Agreement • November 30th, 2022 • Cliffwater Corporate Lending Fund • New York

This FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of June 30, 2022, is between Cliffwater Corporate Lending Fund, a Delaware statutory trust (the “Acquiring Fund”), Sixth Street Lending Partners, a Delaware statutory trust (the “Acquired Fund” and, together with the Acquiring Fund, the “Funds”).

FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • November 30th, 2022 • Cliffwater Corporate Lending Fund • Delaware

This FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of June 27, 2022, is between Cliffwater Corporate Lending Fund, a Delaware statutory trust (the “Acquiring Fund”), and New Mountain Guardian IV BDC, L.L.C., a limited liability company organized under the laws of Delaware (the “Acquired Fund” and, together with the Acquiring Fund, the “Funds”).

JOINT LIABILITY INSURANCE AGREEMENT
Joint Liability Insurance Agreement • April 29th, 2020 • Cliffwater Corporate Lending Fund • Delaware

AGREEMENT dated the 16th day of September, 2019 between the Infinity Core Alternative Fund, The Relative Value Fund, Vivaldi Opportunities Fund, Infinity Long/Short Equity Fund, LLC, Variant Alternative Income Fund, Cliffwater Corporate Lending Fund, Corbin Multi-Strategy Fund, LLC, Agility Multi-Asset Income Fund and Keystone Private Income Fund (collectively, the “Funds” and individually, a “Fund”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 30th, 2021 • Cliffwater Corporate Lending Fund • Delaware

This AGREEMENT is made this 1st day of March, 2021, by and among Cliffwater Corporate Lending Fund, a Delaware statutory trust (the “Fund”), Cliffwater LLC, a Delaware limited liability company (the “Investment Manager”), and Audax Management Company (NY), LLC, a Delaware limited liability company (the “Sub-Adviser”).

Fund of Funds Investment Agreement
Fund of Funds Investment Agreement • March 29th, 2022 • Cliffwater Corporate Lending Fund • Delaware

This FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of March 9, 2022, is between Cliffwater Corporate Lending Fund, a Delaware statutory trust (the “Acquiring Fund”), and TCW Direct Lending VIII LLC, a limited liability company organized under the laws of Delaware (the “Acquired Fund” and, together with the Acquiring Fund, the “Funds”).

AMENDED AND RESTATED Fund of Funds Investment Agreement
Fund of Funds Investment Agreement • November 30th, 2022 • Cliffwater Corporate Lending Fund • New York

This AMENDED AND RESTATED FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of April 13, 2022, is between Cliffwater Corporate Lending Fund, a trust organized under the laws of Delaware (the “Acquiring Fund”), and Golub Capital BDC 4, Inc. a Maryland corporation (the “Acquired Fund” and, together with the Acquiring Fund, the “Funds”).

FORESIDE FUND SERVICES, LLC DEALER AGREEMENT
Dealer Agreement • March 29th, 2022 • Cliffwater Corporate Lending Fund • Delaware

As the distributor of the shares of beneficial interest (“Shares”) of the Cliffwater Corporate Lending Fund (the “Fund”), a closed-end “interval” investment company operated in accordance with Rule 23c-3 under the Investment Company Act of 1940, as amended (the “1940 Act”), Foreside Fund Services, LLC (“Distributor”) hereby invites you to participate in the selling group on the following terms and conditions. In this letter, the terms “we,” “us,” and similar words refer to the Distributor, and the terms “you,” “your,” and similar words and “Dealer” refer to the dealer executing this agreement, including its “associated persons,” as such term is defined under applicable rules of the Financial Industry Regulatory Authority (“FINRA”).

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