June 14, 2021
June 14, 2021
Xxxxxxx Xxxxxxx
President
Cliffwater Enhanced Lending Fund
0000 Xxxxxxxxx Xxx, 00xx Xxxxx
Marina del Ray, CA 90292
| Re: | Cliffwater Enhanced Lending Fund (the “Fund”) |
Dear Xx. Xxxxxxx:
Pursuant to the Investment Management Agreement between the Fund and Cliffwater LLC (“Cliffwater”) dated June 14, 2021, Cliffwater is entitled to investment advisory fees of 0.95% of the Fund’s average daily net assets. By our execution of this letter agreement (this “Agreement”), intending to be legally bound hereby, Cliffwater agrees that in order to improve the performance of the Fund, Cliffwater shall, until further notice, but in no event terminating before one year from the effective date of the Fund's registration statement, waive all of its investment advisory fees. Cliffwater may reduce the amount of the waiver in the amount of any organizational and related expenses paid by Cliffwater with respect to the Fund.
| Cliffwater LLC | |||
| By: | /s/ Xxxxxxx Xxxxxxx | ||
| Name: | Xxxxxxx Xxxxxxx | ||
| Title: | Chief Executive Officer | ||
Your signature below acknowledges
acceptance of this Agreement:
Cliffwater Enhanced Lending Fund
| By: | /s/Xxxxxxx Xxxxxxx | |
| Name: | Xxxxxxx Xxxxxxx | |
| Title: | President |
