0001398344-22-017987 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • September 2nd, 2022 • Cliffwater Enhanced Lending Fund • Delaware

THIS AGREEMENT is made and entered into as of this 14th day of June, 2021, by and between Cliffwater Enhanced 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
Administration, Fund Accounting and Recordkeeping Agreement • September 2nd, 2022 • Cliffwater Enhanced Lending Fund • Wisconsin

THIS ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT (the “Agreement”) is made as of this 14th day of June, 2021, by and between Cliffwater Enhanced Lending Fund, a Delaware statutory trust (the “Fund”), and UMB Fund Services, Inc., a Wisconsin corporation (the “Administrator”).

Custodian Agreement
Custodian Agreement • September 2nd, 2022 • Cliffwater Enhanced Lending Fund • Massachusetts

ADDENDUM to that certain Custodian Agreement (the “Custodian Agreement”) by and between CLIFFWATER Enhanced LENDING FUND (the “Company”) and STATE STREET BANK AND TRUST COMPANY, including its subsidiaries and other affiliates (the “Custodian”).

INVESTMENT MANAGEMENT AGREEMENT CLIFFWATER ENHANCED LENDING FUND
Investment Management Agreement • September 2nd, 2022 • Cliffwater Enhanced Lending Fund • Delaware

AGREEMENT made this 14th day of June, 2021, by and between Cliffwater Enhanced Lending Fund, a Delaware statutory trust (the "Fund"), and Cliffwater LLC, a Delaware limited liability company (the "Investment Manager").

Fund of Funds Investment Agreement
Fund of Funds Investment Agreement • September 2nd, 2022 • Cliffwater Enhanced Lending Fund • New York

This FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of April 1, 2022, is between Cliffwater Enhanced 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”).

June 14, 2021
Investment Management Fee Waiver Agreement • September 2nd, 2022 • Cliffwater Enhanced Lending Fund

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.

Distribution Agreement
Distribution Agreement • September 2nd, 2022 • Cliffwater Enhanced 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 Enhanced Lending Fund (“Fund Company”).

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