0001398344-19-003588 Sample Contracts

DISTRIBUTION AGREEMENT

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

• Contract Type
  Distribution Agreement
• Filed
  February 28th, 2019
• Company
  Cliffwater Corporate Lending Fund
• Jurisdiction
  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”).

ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT

Administration, Fund Accounting and Recordkeeping Agreement • February 28th, 2019 • Cliffwater Corporate Lending Fund • Wisconsin

• Contract Type
  Administration, Fund Accounting and Recordkeeping Agreement
• Filed
  February 28th, 2019
• Company
  Cliffwater Corporate Lending Fund
• Jurisdiction
  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 • February 28th, 2019 • Cliffwater Corporate Lending Fund • Delaware

• Contract Type
  Investment Sub-Advisory Agreement
• Filed
  February 28th, 2019
• Company
  Cliffwater Corporate Lending Fund
• Jurisdiction
  Delaware

This AGREEMENT is made this 1st day of March, 2019, by and among Cliffwater Corporate Lending Fund, a Delaware statutory trust (the “Fund”), Cliffwater LLC, a Delaware limited liability company (the “Investment Manager”), and Tennenbaum Capital Partners, LLC, a Delaware limited liability company (the “Sub-Adviser”).

INVESTMENT MANAGEMENT AGREEMENT CLIFFWATER CORPORATE LENDING FUND

Investment Management Agreement • February 28th, 2019 • Cliffwater Corporate Lending Fund • Delaware

• Contract Type
  Investment Management Agreement
• Filed
  February 28th, 2019
• Company
  Cliffwater Corporate Lending Fund
• Jurisdiction
  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").

Custodian Agreement

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

• Contract Type
  Custodian Agreement
• Filed
  February 28th, 2019
• Company
  Cliffwater Corporate Lending Fund
• Jurisdiction
  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”).

EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT

Expense Limitation and Reimbursement Agreement • February 28th, 2019 • Cliffwater Corporate Lending Fund • Delaware

• Contract Type
  Expense Limitation and Reimbursement Agreement
• Filed
  February 28th, 2019
• Company
  Cliffwater Corporate Lending Fund
• Jurisdiction
  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”).