REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

To the Shareholders and Board of Trustees of
Cliffwater Corporate Lending Fund

In planning and performing our audit of the consolidated
financial statements of Cliffwater Corporate Lending Fund
(the Fund) as of and for the period ended March 31, 2022, in
accordance with the standards of the Public Company
Accounting Oversight Board (United States) (PCAOB), we
considered the Funds internal control over financial
reporting, including controls over safeguarding securities, as a
basis for designing our auditing procedures for the purpose of
expressing our opinion on the consolidated financial
statements and to comply with the requirements of Form N-
CEN, but not for the purpose of expressing an opinion on the
effectiveness of the Funds internal control over financial
reporting.  Accordingly, we express no such opinion.

The management of the Fund is responsible for establishing
and maintaining effective internal control over financial
reporting.  In fulfilling this responsibility, estimates and
judgments by management are required to assess the
expected benefits and related costs of controls.  A funds
internal control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of consolidated
financial statements for external purposes in accordance with
generally accepted accounting principles (GAAP).  A funds
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
fund; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of consolidated
financial statements in accordance with GAAP, and that
receipts and expenditures of the fund are being made only in
accordance with authorizations of management and trustees
of the fund; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition,
use or disposition of a funds assets that could have a material
effect on the consolidated financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may
deteriorate.

A deficiency in internal control over financial reporting exists
when the design or operation of a control does not allow
management or employees, in the normal course of
performing their assigned functions, to prevent or detect
misstatements on a timely basis.  A material weakness is a
deficiency, or combination of deficiencies, in internal control
over financial reporting, such that there is a reasonable
possibility that a material misstatement of the Funds annual
or interim consolidated financial statements will not be
prevented or detected on a timely basis.

Our consideration of the Funds internal control over financial
reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies
in internal control that might be material weaknesses under
standards established by the PCAOB.  However, we noted no
deficiencies in the Funds internal control over financial
reporting and its operation, including controls over
safeguarding securities, that we consider to be a material
weakness as defined above as of March 31, 2022.

This report is intended solely for the information and use of
management and the Board of Trustees of the Fund and the
Securities and Exchange Commission and is not intended to
be and should not be used by anyone other than these
specified parties.

/s/  COHEN & COMPANY, LTD.

COHEN & COMPANY, LTD.
Milwaukee, Wisconsin
June 7, 2022