AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT BETWEEN

CIFC DIRECT LENDING EVERGREEN FUND LP

AND

CIFC Private Credit Management LLC

THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT is made as of February 9, 2026, by and between CIFC Direct Lending Evergreen Fund LP, a Delaware limited partnership (such limited partnership and any successor entity, the “Fund”), and CIFC Private Credit Management LLC, a Delaware limited liability company (the “Adviser”).

WHEREAS, the Fund is a Delaware limited partnership that may in the future convert by operation of law to a Delaware statutory trust and elect to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”) (such election, together with any accompanying restructuring of the Fund, the “BDC Conversion”);

WHEREAS, the Fund and the Adviser entered into that certain Investment Advisory Agreement dated as of January 10, 2025 (the “Original Investment Advisory Agreement”); and

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ADMINISTRATION AGREEMENT

This Agreement (“Agreement”) is made by and between CIFC Direct Lending Evergreen Fund LP, a Delaware limited partnership (the “Company”), and CIFC Private Credit Management LLC, a Delaware limited liability company (the “Administrator”).

W I T N E S S E T H:

WHEREAS, the Company is a Delaware limited partnership that may in the future convert by operation of law to a Delaware statutory trust and elect to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”) (such election, together with any accompanying restructuring, the “BDC Conversion”);

WHEREAS, the Company desires to retain the Administrator to provide administrative services to the Company in the manner and on the terms hereinafter set forth; and

WHEREAS, the Administrator is willing to provide administrative services to the Company on the terms and conditions hereafter set forth.

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EXECUTION VERSION

SIXTH AMENDMENT TO LOAN AND SERVICING AGREEMENT

(CIFC DIRECT LENDING EVERGREEN FUND SB SPV, LLC)

THIS SIXTH AMENDMENT TO LOAN AND SERVICING AGREEMENT, dated as of June 1, 2026 (this “Amendment”), is entered into by and among CIFC DIRECT LENDING EVERGREEN FUND SB SPV, LLC, as the Borrower (the “Borrower”), CIFC PRIVATE CREDIT MANAGEMENT LLC, as the Servicer (the “Servicer”), the Lenders identified on the signature pages hereto and SUMITOMO MITSUI BANKING CORPORATION (“SMBC”), as the Administrative Agent (in such capacity, the “Administrative Agent”).

R E C I T A L S

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CIFC DIRECT LENDING EVERGREEN FUND

A Delaware Statutory Trust

CONFIDENTIAL SUBSCRIPTION DOCUMENTS

Investment Adviser:

CIFC Private Credit Management LLC

1 SE 3rd Ave, Suite 1660

Miami, Florida 33131

U.S.A.

NO SECURITIES OF CIFC DIRECT LENDING EVERGREEN FUND HAVE BEEN RECOMMENDED, APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR BY THE SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OF ANY OTHER JURISDICTION, NOR HAS THE SEC OR ANY SUCH SECURITIES REGULATORY AUTHORITY PASSED UPON THE ADEQUACY OR ACCURACY OF THESE SUBSCRIPTION DOCUMENTS (“SUBSCRIPTION DOCUMENTS”) OR ANY OF THE ATTACHMENTS HERETO. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

For Internal Use only:

Subscription Amount:____________

Subscription Date:_______________

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CIFC DIRECT LENDING EVERGREEN FUND

SUBSCRIPTION INSTRUCTIONS

Please find the Subscription Agreement (with two copies of the Subscriber Signature Page) that are enclosed with or attached to these Subscription Instructions.

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CIFC Direct Lending Evergreen Fund

MULTIPLE CLASS PLAN

May 29, 2026

This Multiple Class Plan (this “Plan”) is adopted pursuant to Rule 18f-3(d) under the Investment Company Act of 1940, as amended (the “1940 Act”), by CIFC Direct Lending Evergreen Fund, a Delaware statutory trust (the “Fund”).

W I T N E S S E T H:

WHEREAS, the Fund is a closed-end management investment company that has elected to be regulated as a business development company;

WHEREAS, the Fund relies on exemptive relief from the Securities and Exchange Commission that permits it to issue multiple classes of shares, and one of the conditions of this relief is that the Fund must comply with the provisions of Rule 18f-3 under the 1940 Act as though such rule applied to business development companies;

WHEREAS, the common shares of beneficial interest of the Fund (the “Shares”) are divided into one or more separate classes;

WHEREAS, the Fund desires to adopt this Plan in order that the Fund may issue multiple classes of Shares (each, a “Class”); and

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**DEALER MANAGER AGREEMENT **

June 22, 2026

Chauner Securities, Inc.

666 Dundee Road, Suite 903

Northbrook, IL 60062

Core University Living Real Estate Income Trust, a Maryland statutory Trust (the “Trust”), that intends to satisfy the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), for qualification and taxation of the Trust as a real estate investment trust (“REIT”), is conducting a continuous private offering (the “Offering”) in accordance with Rule 506(b) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), of common shares of beneficial interest, par value $0.01 per share (the “Shares”), which may consist of Class A Shares, Class D Shares, Class E Shares, Class F-D Shares, Class F-I Shares, Class F-S Shares, Class I Shares and Class S Shares, as set forth in the Trust’s Declaration of Trust, dated February 2, 2026 (as amended, restated and/or supplemented, from time to time, the “Declaration of Trust”). Chauner Securities, Inc., as the managing dealer (the “Dealer Manager”), and the Participating Di

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**SECOND AMENDED AND RESTATED ADVISORY AGREEMENT **

**BY AND AMONG **

**CORE UNIVERSITY LIVING REAL ESTATE INCOME TRUST, **

**CORE UNIVERSITY LIVING REIT OP, LP **

**AND **

**CSF ASSET MANAGEMENT VEHICLE, LLC **

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***TABLE OF CONTENTS ***

1.		DEFINITIONS			1
2.		APPOINTMENT			5
3.		DUTIES OF THE ADVISER			5

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CERTAIN SCHEDULES AND EXHIBITS HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(5) OF REGULATION S-K.

**MEMBERSHIP INTEREST PURCHASE AGREEMENT **

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is entered into as of July 14, 2026 (the “Effective Date”), by and between AREG-CORE PORTFOLIO VENTURE LLC, a Delaware limited liability company, having an address c/o Ares Management, 245 Park Avenue, 42nd Floor, New York, New York 10017 (“Seller”), and CS ACQUISITION VEHICLE II, LLC, a Delaware limited liability company, having an address c/o Core Spaces, 1400 N Kingsbury, 3rd Floor, Chicago, Illinois 60642 (“Purchaser”).

**RECITALS **

A. For purposes of this Agreement:

i. Each of Seller and Purchaser is sometimes individually referred to as a “Party” and together as the “Parties”.

ii. All other capitalized terms not otherwise defined herein shall have the meanings set forth in Article 12.

B. With respect to Core Lexington 685 Limestone LLC, a Delaware limited liability company (the “Lexington Company”):

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**AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT **

**OF **

**CORE UNIVERSITY LIVING REIT OP, LP **

**A DELAWARE LIMITED PARTNERSHIP **

**JUNE 16, 2026 **

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***TABLE OF CONTENTS ***

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FORM OF ADMINISTRATION AGREEMENT

 

This Agreement (this “Agreement”) is made as of __, 2026 (the “Effective Date”) by and between Monroe Capital Asset-Backed Finance Company, LP, a Delaware limited partnership (the “Partnership”), and Monroe Capital Management Advisors, LLC, a Delaware limited liability company (the “Administrator”).

 

W I T N E S S E T H

 

WHEREAS, the Partnership is a newly organized holding company that intends to conduct a lending platform to fund, finance and structure certain asset-backed finance assets directly and through wholly or majority-owned subsidiaries; and

 

WHEREAS, the Partnership desires to retain the Administrator to provide administrative services to the Partnership, and the Administrator wishes to be retained to provide such services, on the terms and conditions hereinafter set forth.

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PDF to EDGAR

PDF to EDGAR

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