0001493152-15-006522 Sample Contracts

DIRECT LENDING INCOME FUND (a Delaware statutory trust) AGREEMENT AND DECLARATION OF TRUST Dated as of August 25, 2015

Agreement and Declaration of Trust • December 31st, 2015 • Direct Lending Income Fund

• Contract Type
  Agreement and Declaration of Trust
• Filed
  December 31st, 2015
• Company
  Direct Lending Income Fund

DIRECT LENDING INVESTMENT FUND ADVISORS, LLC Los Angeles, CA 90071

Expense Limitation Agreement • December 31st, 2015 • Direct Lending Income Fund

• Contract Type
  Expense Limitation Agreement
• Filed
  December 31st, 2015
• Company
  Direct Lending Income Fund

With reference to the Investment Advisory Agreement dated as of ____________, 2015 by and among Direct Lending Investment Fund Advisors, LLC (the “Advisor”) and Direct Lending Investment Fund (the “Fund”), we hereby agree as follows:

INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT BETWEEN DIRECT LENDING INCOME FUND AND DIRECT LENDING INVESTMENT FUND ADVISORS, LLC

Investment Advisory and Administrative Services Agreement • December 31st, 2015 • Direct Lending Income Fund • Delaware

• Contract Type
  Investment Advisory and Administrative Services Agreement
• Filed
  December 31st, 2015
• Company
  Direct Lending Income Fund
• Jurisdiction
  Delaware

This Investment Advisory and Administrative Services Agreement (the “Agreement”) is made as of the ___ day of _________, 2015, by and between DIRECT LENDING INCOME FUND, a Delaware statutory trust (the “Fund”), and DIRECT LENDING INVESTMENT FUND ADVISORS, LLC, a California limited liability company (the “Adviser”).