Execution Version 

**ADMINISTRATION AGREEMENT**

This Administration Agreement (“Agreement”) is made as of January 21, 2022 by and between TCW DIRECT LENDING VIII LLC, aDelaware limited liability company (the “Company”), and TCW ASSET MANAGEMENT COMPANY LLC, a Delaware limited liability company (the “Administrator”). 

**W I T N E S S E T H:**

WHEREAS, the Company is a closed-end management investment fund that has elected to betreated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act” or “Investment Company Act”); 

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

WHEREAS, the Administrator is willing to provide administrative services to the Company on the terms andconditions hereinafter set forth; 

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and for othergood and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Company and the Administrator hereby agree as follows: 

**1. Definitions**

The capitalizedterms used without definition in this Agreement have the respective meanings specified in the Company’s Amended and Restated Limited Liability Company Agreement (“LLC Agreement”). 

**2. Duties of the Administrator**

(a) Employment of Administrator. The Company hereby employs the Administrator to act as administrator of the Company, and to furnish, orarrange for others to furnish, the administrative services, personnel and facilities described below, subject to review by and the overall control of the Board of Directors of the Company (the “Board”), for the period and on theterms and conditions set forth in this Agreement. The Administrator hereby accepts such employment and agrees during such period to render, or arrange for the rendering of, such services and to assume the obligations herein set forth subject to thereimbursement of costs and expenses provided for below. The Administrator and such others shall for all purposes herein be deemed to be independent contractors and shall, unless otherwise expressly provided or authorized herein, have no authority toact for or represent the Company in any way or otherwise be deemed agents of the Company. 

(b) Services. The Administrator shallperform (or oversee, or arrange for the performance of) the administrative services necessary for the operation of the Company. Without limiting the generality of the foregoing, the Administrator shall: 

(i) provide the Company with general overhead, including office facilities and equipment, and clerical, bookkeeping and record keepingservices at such facilities, 

(ii) oversee the maintenance of the Company’s financial records and otherwise assist with theCompany’s compliance with BDC and RIC rules, 

(iii) monitor the payment of the Company’s expenses, 

(iv) on behalf of the Company, conduct relations with custodians, depositories, transfer agents, disbursing agents, other servicing agents,accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other person in any other capacity deemed to be necessary or desirable, including, but not limited to, negotiating agreements, reviewingperformance of duties and directing actions of any such third party service providers, 

(v) be responsible for the financial and other records that the Company is required to maintainand shall prepare and disseminate reports to Members and reports and other materials to be filed with the SEC or other regulators, 

(vi)assist the Company in determining and publishing (as necessary or appropriate) the Company’s net asset value, overseeing the preparation and filing of the Company’s tax returns and generally overseeing the payment of the Company’sexpenses, and 

(vii) provide such other services as the Administrator, subject to review by the Board, shall from time to time determineto be necessary or useful to perform its obligations under this Agreement. 

The Administrator shall have the authority to execute, onbehalf of the Company, any orders, certifications or agreements incidental to the duties it performs for the Company hereunder. 

TheAdministrator shall make reports to the Board of its performance of obligations hereunder and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Company as it shall determine to bedesirable; provided that nothing herein shall be construed to require the Administrator to, and the Administrator shall not, provide any advice or recommendation relating to the securities and other assets that the Company shouldpurchase, retain or sell or any other investment advisory services to the Company. 

The Administrator will provide on the Company’sbehalf significant managerial assistance to those Portfolio Companies to which the Company is required to provide such assistance. 

TheAdministrator may engage one or more third parties to perform all or a portion of the foregoing services. 

**3. Records**

The Administrator agrees to maintain and keep all books, accounts and other records of the Company that relate to activities performed by theAdministrator hereunder and will maintain and keep such books, accounts and records in accordance with the Investment Company Act. In compliance with the requirements of Rule 31a-3 under theInvestment Company Act, the Administrator agrees that all records which it maintains for the Company shall at all times remain the property of the Company, shall be readily accessible during normal business hours, and shall be promptly surrenderedupon the termination of the Agreement or otherwise on written request. The Administrator further agrees that all records that it maintains for the Company pursuant to Rule 31a-1 under theInvestment Company Act will be preserved for the periods prescribed by Rule 31a-2 under the Investment Company Act unless any such records are earlier surrendered as provided above. Recordsshall be surrendered in usable machine-readable form. The Administrator shall have the right to retain copies of such records subject to observance of its confidentiality obligations under this Agreement. 

**4. Confidentiality**

The partieshereto agree that each shall treat confidentially all information provided by each party to the other regarding its business and operations. All confidential information provided by a party hereto, including nonpublic personal information (regulatedpursuant to Regulation S-P), shall be used by any other party hereto solely for the purposes contemplated by this Agreement and, except as may be required in carrying out this Agreement, shallnot be disclosed to any third party, without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through abreach of this Agreement, or that is required to be disclosed by any regulatory authority, any authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation. 

 
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**5. Compensation; Allocation of Costs and Expenses**

In full consideration of the provision of the services of the Administrator, subject to the Company Expenses Limitation described below, theCompany will reimburse the Administrator for expenses incurred by it on behalf of the Company in performing its obligations under this Agreement. The Administrator may perform these services directly, may delegate some or all of them through theretention of a sub-administrator and may remove or replace any sub-administrator. The Administrator agrees that it will not charge total feespursuant to this Agreement that would exceed its reasonable estimate of what a qualified third party would charge to perform substantially similar services. 

Subject to the Company Expenses Limitation (as defined below), the Company shall bear and be responsible for all costs, expenses andliabilities in connection with the organization, operations, administration and transactions of the Company (“Company Expenses”). Company Expenses shall include, without limitation: (a) Organizational Expenses and expensesassociated with the issuance of the Units and organizational expenses of a related entity organized and managed by TCW as a feeder fund for Fund VIII and issuance of interests therein; (b) expenses of calculating the Company’s net assetvalue (including the cost and expenses of any independent valuation firm); (c) fees payable to third parties, including agents, consultants, attorneys or other advisors, relating to, or associated with, evaluating and making investments;(d) expenses incurred by the Adviser or the Administrator payable to third parties, including agents, consultants, attorneys or other advisors, relating to or associated with monitoring the financial and legal affairs for the Company, providingadministrative services, monitoring or administering the Company’s investments and performing due diligence reviews of prospective investments and the corresponding Portfolio Companies; (e) costs associated with the Company’sreporting and compliance obligations under the 1940 Act, 1934 Act and other applicable federal or state securities laws; (f) fees and expenses incurred in connection with debt incurred to finance the Company’s investments oroperations, and payment of interest and repayment of principal on such debt; (g) expenses related to sales and purchases of Units and other securities; (h) Management Fees and Incentive Fees; (i) administrator fees and expensespayable under the Administration Agreement, provided that any such fees payable to the Administrator shall be limited to what a qualified third party would charge to perform substantially similar services; (j) transfer agent, sub-administrator and custodial fees; (k) expenses relating to the issue, repurchase and transfer of Units to the extent not borne by the relevant transferring Unitholders and/or assignees;(l) federal and state registration fees; (m) federal, state and local taxes and other governmental charges assessed against the Company; (n) Independent Directors’ fees and expenses and the costs associated with convening ameeting of the Board or any committee thereof; (o) fees and expenses and the costs associated with convening a meeting of Unitholders or holders of any Preferred Units; (p) costs of any reports, proxy statements or other notices toUnitholders, including printing and mailing costs; (q) costs and expenses related to the preparation of the Company’s financial statements and tax returns; (r) the Company’s allocable portion of the fidelity bond, directors andofficers/errors and omissions liability insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone, and copying; (t) independent auditors and outsidelegal costs, including legal costs associated with any requests for exemptive relief, “no-action” positions or other guidance sought from a regulator, pertaining to the Company;(u) compensation of other third party professionals to the extent they are devoted to preparing the Company’s financial statements or tax returns or providing similar “back office” financial services to the Company;(v) Adviser costs and expenses (excluding travel) in connection with identifying and investigating investment opportunities for the Company, monitoring the investments of the Company and disposing of any such investments; (w) portfoliorisk management costs; (x) commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities (including merger fees); (y) costs and expenses attributable to normal and extraordinary investmentbanking, commercial banking, accounting, auditing, appraisal, valuation, administrative agent activities, custodial and registration services provided to the Company, including in each case services with respect to the proposed purchase or sale ofsecurities by the Company that are not reimbursed by the issuer of such securities or others (whether or not such purchase or sale is consummated); (z) costs of amending, restating or modifying the LLC Agreement or the Advisory Agreement orrelated documents of the Company or related entities; (aa) fees, costs, and expenses incurred in connection with the termination, liquidation or dissolution of the Company or related entities; and (bb) all other properly and reasonablychargeable expenses incurred by the Company or the Administrator in connection with administering the Company’s business. 

Notwithstanding the foregoing, the Company will not bear more than (a) an amount equal to 10 basis points of the aggregateCommitments of the Company for Organizational Expenses and offering expenses in connection with the offering of Units through the Closing Period and (b) 12.5 basis points of the greater of total commitments or total assets computed annually forCompany Expenses (“Company Expenses Limitation”); provided, that, any amount by which actual annual expenses in (b) exceed the Company Expenses Limitation shall be reimbursed to the Company

 
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by Adviser in the year such excess is incurred with any partial year assessed and reimbursed on a pro rata basis; and provided, further, that in determining the Company Expenses subject tothe Company Expenses Limitation in (b), the following expenses shall be excluded and shall be borne by the Company as incurred without regard to the Company Expenses Limitation in (b): the Management Fee, the Incentive Fee, Organizationaland offering expenses (which are subject to the separate cap), amounts incurred in connection with the Company’s borrowings (including collateral agent (security trustee) fees, interest, bank fees, legal fees and other transactional expensesarising out of or related to any borrowing or borrowing facility and similar costs), transfer agent fees, federal, state and local taxes and other governmental charges assessed against the Company, out-of-pocket expenses of calculating the Company’s net asset value (including the cost and expenses of any independent valuation firm engaged for that purpose and the costs andexpenses of the valuation of the Portfolio Investments performed by the Company’s independent auditors in order to comply with applicable Public Company Accounting Oversight Boardstandards), out-of-pocket costs and expenses incurred in connection with arranging or structuring investments and their ongoing operations (including expensesand liabilities related to the formation and ongoing operations of any special purpose entity or entities in connection with aninvestment), out-of-pocket legal costs associated with any requests for exemptiverelief, “no-action” positions or other guidance sought from a regulator pertaining to theCompany, out-of-pocket costs and expenses relating to any reorganization or liquidation of the Company, directors and officers/errors and omissions liabilityinsurance, and any extraordinary expenses (such as litigation expenses and indemnification payments). Notwithstanding the foregoing, amounts reimbursed pursuant to the Company Expenses Limitation in any year may be carried forward by the Adviser andrecouped in future years where the Company Expenses Limitation is not exceeded but in no event will the Company carryforward to future periods the amount by which actual annual Company Expenses for a year exceed the Company Expenses Limitationfor more than three years from the date on which such expenses were reimbursed. 

**6. Limitation of Liability of the Administrator;Indemnification**

Neither the Administrator, nor any director, officer, agent or employee of the Administrator, shall be liable orresponsible to the Company or any of its Members for (a) any mistake in judgment, (b) any act performed or omission made by such person, or (c) losses due to the mistake, action, inaction or negligence of other agents of the Company(x) if such person did not act in bad faith, and (y) if such conduct did not constitute willful misfeasance, gross negligence, or reckless disregard of the duties involved in the conduct of such person’s respective position. TheAdministrator shall be indemnified by the Company as an Indemnitee in accordance with the terms of 11.2 of the LLC Agreement. 

**7. Activities ofthe Administrator**

The services of the Administrator to the Company are not to be deemed to be exclusive, and the Administrator andeach affiliate is free to render services to others. It is understood that directors, officers, employees and members of the Company are or may become interested in the Administrator and its affiliates, as directors, officers, members, managers,employees, partners, stockholders or otherwise, and that the Administrator and directors, officers, members, managers, employees, partners and stockholders of the Administrator and its affiliates are or may become similarly interested in the Companyas stockholders or otherwise. 

**8. Duration and Termination of this Agreement**

(a) This Agreement shall become effective upon its execution and shall continue in effect until two years from the date of the OriginalAgreement. Thereafter, this Agreement shall continue in effect from year to year, provided its continuance is specifically approved at least annually (a) by vote of a “majority of the outstanding voting securities” of the Company orby vote of the Board, and (b) by vote of a majority of the Independent Directors, cast in person at a meeting called for the purpose of voting on such approval. The Company (either by vote of its Board of Directors or by vote of a“majority of the outstanding voting securities” of the Company) may, at any time and without payment of any penalty, terminate this Agreement upon 60 days’ written notice to the Administrator. This Agreement shallautomatically and immediately terminate in the event of its “assignment.” The Administrator may terminate this Agreement without payment of any penalty on 60 days’ written notice to the Company. This Agreement shall becomeeffective as of the first date above written. 

 
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(b) Notwithstanding the termination or expiration of this Agreement, the Administrator shall beentitled to any amounts owed under Section 5 through the date of termination or expiration and Section 6 shall continue in force and effect and apply to the Administrator and all Indemnified Parties as and to the extent applicable. 

(c) This Agreement may not be assigned by a party without the consent of the other party; provided, however, that therights and obligations of the Company under this Agreement shall not be deemed to be assigned to a newly formed entity in the event of the merger of the Company into, or conveyance of all of the assets of the Company to, such newly formedentity, provided that the sole purpose of that merger or conveyance is to effect a mere change in the Company’s legal form into another limited liability entity. 

**9. Notices**

Any notice under thisAgreement shall be given in writing, addressed and delivered to the party to this Agreement entitled to receive such notice at such address as such party may designate in writing and shall be deemed to have been given when personally delivered,mailed by certified mail, return receipt requested, sent by reliable overnight courier, or transmitted by electronic facsimile or electronic mail to the principal office of the Administrator or the Company, as the case may be. 

**10. Non-waiver of Rights**

Nothing contained in this Agreement shall constitute a waiver by the Company of any of its legal rights under applicable U.S. federalsecurities laws or any other laws whose applicability is not permitted to be contractually waived. 

**11. Amendment**

This Agreement may be modified or amended only by a writing signed by the parties hereto, provided, however, that theparties shall not amend this Agreement in a manner that is inconsistent with, or would result in a breach of, the LLC Agreement. 

**12. GoverningLaw**

This Agreement shall be construed in accordance with the laws of the State of New York (without giving effect to principles ofconflict of laws of the State of New York) and the applicable provisions of the 1940 Act. To the extent applicable law of the State of New York, or any of the provisions herein conflict with applicable provisions of the 1940 Act, thelatter shall control. 

**13. Sole Agreement**

This Agreement reflects the sole understanding of the parties hereto with respect to the subject matter hereof and supersedes and replaces allagreements between the Company and the Administrator with respect to the subject matter hereof. 

**14. Counterparts**

This Agreement may be signed in any number of counterparts, each of which shall be deemed to be an original but all of which taken togethershall constitute one and the same agreement. 

**15. Severability**

In the event that any provision or portion of this Agreement is determined to be invalid, illegal or unenforceable for any reason, in whole orin part, the remaining provisions or portion of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law. 

[*Remainder of Page Intentionally Left Blank*] 

 
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IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as of the date first above written.

 
**TCW ASSET MANAGEMENT COMPANY LLC**By: /s/ Meredith Jackson Name: Meredith Jackson Title: Executive Vice President & General Counsel
 
By: /s/ Zachary Edelman Name: Zachary Edelman Title: Vice President
 
**TCW DIRECT LENDING VIII LLC**By: /s/ Andrew Kim Name: Andrew Kim Title: Chief Financial Officer and Treasurer
*[Signature page to Administration Agreement]*

**EXHIBIT A**

JOINDER AGREEMENT 

Theundersigned feeder fund vehicle (the “Feeder Fund”) has as of January 21, 2022, executed this Joinder Agreement (the “Joinder”) to the Administration Agreement (“Administration Agreement”) made as ofJanuary 21, 2022 by and between TCW DIRECT LENDING VIII LLC (the “Master Fund”), a Delaware limited liability company and TCW ASSET MANAGEMENT COMPANY LLC, a Delaware limited liability company (the “Administrator”). 

By executing this Joinder, the Feeder Fund and Administrator hereby agree as follows: 

 
 1.
Section 2(b) of the Administration Agreement shall hereby be supplemented such that the Administratorshall provide to the Feeder Fund the same services enumerated in the Administration Agreement to be provided to the Master Fund. 

 
 2.
In consideration for the foregoing services to be provided by the Administrator pursuant to the foregoingprovision, the Feeder Fund shall pay to the Administrator a fee of $25,000 per annum (pro-rated for any period of less than a full calendar year). 

 
 3.
The other provisions of the Administration Agreement shall be read to apply to the Feeder Fund, *mutatismutandis*, as the context may require, as determined by the Administrator in its reasonable discretion. This Joinder is entered into by the parties for their mutual convenience and shall be treated as a separate agreement between them.

[***Signature page follows***] 

IN WITNESS WHEREOF, the undersigned have executed this Joinder effective as of the date first above written. 

 

**Administrator:**

 

**TCW ASSET MANAGEMENT COMPANY LLC**
By:   Name: Meredith Jackson Title: Executive Vice President & General Counsel
 
By:   Name: Zachary Edelman Title: Vice President
 
**Feeder Fund:****TCW DIRECT LENDING VII CAYMAN FEEDER, L.P.,**By: TCW DLPF8 GP LLC, its general partnerBy: TCW Asset Management Company LLC (its Managing Member)
 
By:  Name: Meredith JacksonTitle: Executive Vice President & General Counsel
 
By:  
Name: Zachary Edelman

Title: Vice President

 
*[Signature Page toJoinder Agreement]*