N-CSR 1 fp0073604_ncsr.htm

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT

OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

 

Investment Company Act File Number 811-23333

 

Cliffwater Corporate Lending Fund

(Exact name of registrant as specified in charter)

 

c/o UMB Fund Services, Inc.

235 West Galena Street

Milwaukee, WI 53212

Registrant’s telephone number, including area code: (414) 299-2000

 

Terrance P. Gallagher

235 West Galena Street

Milwaukee, WI 53212

 

(Name and address of agent for service)

 

Date of fiscal year end: December 31

 

Date of reporting period: December 31, 2021

 

 

 

 

 

Item 1. Report to Shareholders

 

 

 

CLIFFWATER CORPORATE LENDING FUND

 

 

 

 

Annual Report

 

For the Year Ended December 31, 2021

 

 

Cliffwater Corporate Lending Fund

 

 

Table of Contents
For the Year Ended December 31, 2021

 
   

Letter to Shareholders (Unaudited)

2-3

Fund Performance

4-5

Report of Independent Registered Public Accounting Firm

6

Consolidated Schedule of Investments

7-42

Consolidated Statement of Assets and Liabilities

43

Consolidated Statement of Operations

44

Consolidated Statements of Changes in Net Assets

45

Consolidated Statement of Cash Flows

46-47

Consolidated Financial Highlights

48-49

Notes to Consolidated Financial Statements

50-87

Other Information (Unaudited)

88-89

Fund Management (Unaudited)

90-92

 

 

 

This report is submitted for the general information of the shareholders of the Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus, which includes information regarding the Fund’s risks, objectives, fees and expenses, experience of its management and other information.

 

www.cliffwaterfunds.com

 

1

 

 

Cliffwater Corporate Lending Fund

 

 

Letter to Shareholders
December 31, 2021 (Unaudited)

 

 

To our shareholders:

 

We recently completed two and one-half years of operation and want to thank you for the continued trust you have placed in us.

 

Performance has been consistently strong relative to our objective. The Cliffwater Corporate Lending Fund (the fund) produced a net 8.61% annualized return from its June 5, 2019 inception, through December 31, 2021. This compares to a 4.38% annualized return for the S&P/LSTA Leveraged Loan Index. The fund also reported relatively consistent monthly returns. Its annualized standard deviation measures 2.32% for the same period compared to 9.31% for the S&P/LSTA Leveraged Loan Index.

 

The fund experienced strong investor inflows over trailing year, with net-asset-value growing from $0.7 billion on December 31, 2020 to $4.7 billion on December 31, 2021. This asset growth has been supported by significant investment in personnel and technology to grow our platform and the onboarding of additional strategic lending partners to access high quality senior corporate loans. Factors materially affecting the fund’s performance during the most recently completed fiscal year include a high current cash yield, the absence of realized losses, and unrealized gains recouping unrealized losses that occurred during the prior fiscal year.

 

We remain confident in the fund’s continued performance despite the uncertain economic environments brought by Covid-19 and unexpected inflation. The fund’s 7.3% net current yield remains attractive and the floating-rate nature of our loans should react favorably in a rising interest rate economy.

 

We again sincerely thank you for your support.

 

Regards,

 

Stephen L. Nesbitt
Chief Investment Officer
Cliffwater LLC

 

The performance data shown represents past performance which does not guarantee future results. It is net of all fees. Current performance may be lower or higher than the performance quoted. All performance shown assumes reinvestment of dividends.

 

2

 

 

Cliffwater Corporate Lending Fund

 

 

Letter to Shareholders
December 31, 2021 (Unaudited) (Continued)

 

 

Important Disclosures

 

The Fund’s investment program is speculative and entails substantial risks. There can be no assurance that the Fund’s investment objectives will be achieved or that its investment program will be successful. Investors should consider the Fund as a supplement to an overall investment program and should invest only if they are willing to undertake the risks involved. Investors could lose some or all of their investment.

 

Shares are an illiquid investment.

 

We do not intend to list the Fund’s shares (“Shares”) on any securities exchange and we do not expect a secondary market in the Shares to develop.

 

You should generally not expect to be able to sell your Shares (other than through the limited repurchase process), regardless of how we perform.

 

Although we are required to implement a Share repurchase program, only a limited number of Shares will be eligible for repurchase by us.

 

You should consider that you may not have access to the money you invest for an indefinite period of time.

 

An investment in the Shares is not suitable for you if you have foreseeable need to access the money you invest.

 

Because you will be unable to sell your Shares or have them repurchased immediately, you will find it difficult to reduce your exposure on a timely basis during a market downturn.

 

The Fund is a non-diversified management investment company and may be more susceptible to any single economic or regulatory occurrence than a diversified investment company. Cybersecurity risks have significantly increased in recent years and the Fund could suffer such losses in the future. One of the fundamental risks associated with the Fund’s investments is the risk that an issuer will be unable to make principal and interest payments on its outstanding debt obligations when due. Other risk factors include interest rate risk (a rise in interest rates causes a decline in the value of debt securities) and prepayment risk (the debtor may pay its obligation early, reducing the amount of interest payments).

 

3

 

 

Cliffwater Corporate Lending Fund

 

 

Fund Performance
December 31, 2021 (Unaudited)

 

 

Performance of a $10,000,000 Investment

 

 

This graph compares a hypothetical $10,000,000 investment in the Fund’s Class I Shares with a similar investment in the S&P LSTA Leverage Loans Index and Bloomberg US Aggregate Index. These indices do not serve as benchmarks for the Fund and are shown for illustrative purposes only. The Fund does not have a designated performance benchmark. Results include the reinvestment of all dividends and capital gains. These indices do not reflect expenses, fees, or sales charges, which would lower performance.

 

The S&P LSTA Leverage Loans Index is designed to measure the performance of the global senior loan market. The fixed-weight index is 75% weighted in the S&P/LSTA Leveraged Loan Index and 25% weighted in the S&P European Leveraged Loan Index. The index is unmanaged and it is not available for investment.

 

The Bloomberg US Aggregate Index is a broad based, market capitalization-weighted bond market index representing intermediate term investment grade bonds traded in the United States. The index is unmanaged and it is not available for investment.

 

Average Annual Total Returns as of December 31, 2021

1 Year

Since
Inception

Cliffwater Corporate Lending Fund (Inception Date June 5, 2019)

10.38%

8.61%

S&P LSTA Leverage Loans Index

5.20%

4.38%

Bloomberg US Aggregate Index

-1.54%

3.66%

 

The performance data quoted here represents past performance and past performance is not a guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. The most recent quarter end performance may be obtained by calling 1 (888) 442-4420.

 

4

 

 

Cliffwater Corporate Lending Fund

 

 

Management’s Discussion of Fund Performance
December 31, 2021 (Unaudited) (Continued)

 

 

The Fund has entered into an expense limitation agreement that limits the Fund’s annualized ordinary fund-wide operating expenses to 2.25% through March 6, 2023 (the “Waiver”). Ordinary fund-wide operating expenses exclude any taxes, fees and interest payments on borrowed funds, distribution and servicing fees, brokerage and distribution costs and expenses, acquired fund fees and expenses, expenses incurred in connection with any merger or reorganization, and extraordinary or non-routine expenses, such as litigation expenses. Ordinary fund-wide operating expenses include, for the avoidance of doubt, the Investment Management Fee and the Fund’s start-up, offering and organizational expenses. The performance quoted above reflects the Waiver in effect and would have been lower in its absence.

 

For the Fund’s current expense ratios, please refer to the Financial Highlights Section of this report.

 

Returns reflect the reinvestment of distributions made by the Fund, if any. The graph and the performance table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

5

 

 

Cliffwater Corporate Lending Fund

 

 

Report of Independent Registered Public Accounting Firm
December 31, 2021

 

 

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

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated statement of assets and liabilities, including the consolidated schedules of investments and forward foreign currency exchange contracts, of Cliffwater Corporate Lending Fund (the “Fund”) as of December 31, 2021, the related consolidated statements of operations and cash flows for the year then ended, the consolidated statements of changes in net assets for each of the two years in the period then ended, the related notes, and the consolidated financial highlights for each of the three periods in the period then ended (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2021, the results of its operations and its cash flows for the year then ended, the changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three periods in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2021, by correspondence with the custodian, brokers, agent banks, and underlying fund managers; when replies were not received, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the Fund’s auditor since 2019.

 

 

COHEN & COMPANY, LTD.
Milwaukee, Wisconsin
March 25, 2022

 

6

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021

 

 

 

Principal
Amount

     

Value

 
       

SENIOR SECURED LOANS — 98.4%

       
       

COMMUNICATIONS — 4.9%

       
  $ 2,955,000  

1236904 B.C. Ltd. First Lien Term Loan, 5.604% (1-Month USD Libor+550 basis points), 3/4/20271,2,3,4

  $ 2,897,377  
       

Aspen Opco, LLC

       
    2,272,727  

Revolver, 0.500%, 12/1/20272,4,5

    2,250,000  
    22,159,091  

First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 12/1/20272,3,4

    21,937,500  
    568,182  

Revolver, 7.750% (3-Month USD Libor+450 basis points), 12/1/20272,3,4,5

    562,500  
       

CM Acquisitions Holdings Inc.

       
    301,176  

Delayed Draw, 7.000% (3-Month EUR Libor+600 basis points), 5/6/20252,3,4

    301,176  
    819,246  

Incremental Term Loan, 7.000% (3-Month EUR Libor+600 basis points), 5/6/20252,3,4

    819,246  
    2,627,542  

First Lien Term Loan, 7.000% (3-Month EUR Libor+600 basis points), 5/6/20252,3,4

    2,627,543  
  GBP 1,772,638  

CSL DualCom Ltd First Lien Term Loan, 5.725% (6-Month GBP Libor+550 basis points), 9/25/20272,3,4

    2,372,955  
    10,000,000  

EP Purchaser, LLC Second Lien Term Loan, 7.000% (3-Month USD Libor+650 basis points), 11/4/20293,4

    9,850,000  
       

Fingerpaint Marketing, Inc.

       
    1,680,108  

Revolver, 0.500%, 12/30/20262,4,5

    1,663,306  
    10,296,637  

Delayed Draw, 1.000%, 12/30/20262,4,5

    10,245,153  
    4,883,721  

Delayed Draw, 7.250% (3-Month USD Libor+575 basis points), 12/30/20262,3,4

    4,859,302  
    8,139,535  

First Lien Term Loan, 7.250% (3-Month USD Libor+575 basis points), 12/30/20262,3,4

    8,058,139  
    15,000,000  

HH Global Finance Limited First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 9/24/20282,3,4

    14,887,500  
       

HPS Telecommunications

       
    9,850,000  

First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 5/30/20252,3,4,6

    9,816,136  
    10,000,000  

First Lien Term Loan, 7.350% (3-Month USD Libor+635 basis points), 5/28/20262,3,4

    9,813,690  
       

Iconic Purchaser Corporation

       
    1,538,462  

Revolver, 0.500%, 11/5/20274,5

    1,507,692  
    2,051,282  

Delayed Draw, 1.000%, 11/5/20284,5

    2,030,769  
    16,410,256  

First Lien Term Loan, 6.250% (3-Month USD Libor+550 basis points), 11/5/20283,4,16

    16,082,051  
    14,925,000  

KeyImpact Holdings, Inc. First Lien Term Loan, 6.250% (3-Month USD Libor+525 basis points), 6/21/20262,3,4

    14,775,750  
    2,000,000  

Lifesize Second Lien Term Loan, 9.000% (3-Month USD Libor+800 basis points), 3/2/20253,4

    1,975,845  
       

MBS Holdings, Inc.

       
    1,271,186  

Revolver, 0.500%, 4/6/20272,4,5

    1,245,763  
    13,694,491  

First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 4/6/20272,3,4

    13,420,602  
       

Mc Group Ventures Corporation

       
    4,519,231  

Delayed Draw, 1.000%, 6/30/20274,5

    4,428,846  
    15,346,154  

First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 6/30/20273,4,15

    15,039,231  
    5,096,154  

Delayed Draw, 6.500% (3-Month USD Libor+550 basis points), 6/30/20273,4,5,15

    4,994,231  

 

See accompanying Notes to Consolidated Financial Statements.

 

7

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021 (Continued)

 

 

 

Principal
Amount

     

Value

 
       

SENIOR SECURED LOANS (Continued)

       
       

COMMUNICATIONS (Continued)

       
  $ 12,500,000  

MSM ACQUISITIONS Delayed Draw, 1.000%, 12/9/20262,4,5

  $ 12,500,000  
       

OneCare Media, LLC

       
    1,333,333  

Revolver, 0.500%, 9/29/20264,5

    1,313,333  
    8,666,667  

First Lien Term Loan, 7.500% (3-Month USD Libor+650 basis points), 9/29/20263,4

    8,536,667  
       

Trunk Acquisition, Inc.

       
    642,857  

Revolver, 0.500%, 2/9/20272,4,5

    636,429  
    6,857,143  

First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 2/9/20272,3,4

    6,788,571  
    2,500,000  

Revolver, 0.500%, 2/19/20274,5

    2,475,000  
    22,500,000  

First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 2/19/20273,4,16

    22,275,000  
              232,987,303  
       

CONSUMER DISCRETIONARY — 10.3%

       
    12,468,750  

ADS Buyer, Inc. First Lien Term Loan, 6.250% (3-Month USD Libor+525 basis points), 12/31/20262,3,4

    12,344,062  
    25,000,000  

AG-Twin Brook Consumer Discretionary First Lien Term Loan, 6.750% (1-Month USD Libor+575 basis points), 12/14/20272,3,4

    24,625,000  
       

Apex Service Partners, LLC

       
    1,200,000  

Revolver, 0.500%, 7/31/20254,5

    1,199,400  
    9,423,638  

First Lien Term Loan, 6.250% (3-Month USD Libor+525 basis points), 7/31/20252,3,4

    9,291,707  
    10,200,000  

Delayed Draw, 6.250% (3-Month USD Libor+525 basis points), 7/31/20253,4

    10,194,900  
    800,000  

Revolver, 6.250% (3-Month USD Libor+525 basis points), 7/31/20253,4,5

    799,600  
    1,000,000  

First Lien Term Loan, 6.250% (3-Month USD Libor+525 basis points), 7/31/20253,4

    999,500  
    2,496,058  

Delayed Draw, 6.500% (3-Month USD Libor+550 basis points), 7/31/20252,3,4

    2,461,113  
    6,800,000  

First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 7/31/20253,4

    6,796,600  
       

Archimede

       
  EUR 4,500,000  

First Lien Term Loan, 6.000% (3-Month EUR Libor+600 basis points), 10/17/20273,4

    5,081,967  
  EUR 1,500,000  

Delayed Draw, 6.000% (3-Month EUR Libor+600 basis points), 10/27/20272,3,4

    1,693,989  
  EUR 2,500,000  

First Lien Term Loan, 6.000% (3-Month EUR Libor+600 basis points), 10/27/20272,3,4

    2,823,315  
       

Bendon

       
    1,800,000  

Revolver, 0.750%, 12/11/20252,4,5

    1,737,720  
    12,870,000  

First Lien Term Loan, 8.000% (3-Month USD Libor+650 basis points), 12/11/20252,3,4

    12,424,698  
    2,984,344  

Chop’t Creative Salad Company LLC First Lien Term Loan, 8.750% (1-Month USD Libor+725 basis points), 1/22/20243,4

    2,984,344  
       

Classic Collision

       
    1,382,979  

Revolver, 0.500%, 1/14/20264,5

    1,355,319  
    7,803,192  

Delayed Draw, 1.000%, 6/23/20274,5

    7,647,128  
    10,792,513  

Delayed Draw, 6.000% (3-Month USD Libor+500 basis points), 6/23/20273,4,5

    10,576,663  
    5,000,000  

First Lien Term Loan, 6.000% (3-Month USD Libor+500 basis points), 1/14/20263

    4,900,000  
    7,920,000  

Discovery Education, Inc. First Lien Term Loan, 5.750% (3-Month USD Libor+475 basis points), 10/30/20262,3,4

    7,920,000  
       

EAP Holdco, LLC

       
    1,804,883  

Revolver, 0.500%, 11/17/20272,4,5

    1,786,834  

 

See accompanying Notes to Consolidated Financial Statements.

 

8

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021 (Continued)

 

 

 

Principal
Amount

     

Value

 
       

SENIOR SECURED LOANS (Continued)

       
       

CONSUMER DISCRETIONARY (Continued)

       
  $ 1,903,188  

Delayed Draw, 1.000%, 11/17/20272,4,5

  $ 1,893,673  
    601,628  

Revolver, 6.500% (3-Month USD Libor+550 basis points), 11/17/20272,3,4,5

    595,612  
    19,412,523  

First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 11/17/20272,3,4

    19,218,397  
       

Evergreen Acqco 1 LP

       
    11,970,000  

First Lien Term Loan, 6.250% (3-Month USD Libor+550 basis points), 3/26/20281,2,3

    11,955,038  
    3,473,981  

First Lien Term Loan, 6.250% (3-Month USD Libor+550 basis points), 3/26/20283

    3,469,639  
    495,491  

Fleetwash, Inc. Delayed Draw, 5.750% (3-Month USD Libor+475 basis points), 10/1/20242,3,4

    493,014  
    11,500,000  

Gateway Casinos & Entertainment Limited First Lien Term Loan, 8.750% (3-Month USD Libor+800 basis points), 10/22/20273,4

    11,270,000  
       

HPS Consumer Discretionary

       
    4,674,927  

First Lien Term Loan, 7.500% (3-Month USD Libor+600 basis points), 10/3/20242,3,4,6

    4,768,425  
    17,079  

First Lien Term Loan, 1.000%, 6/27/20252,4,5

    16,712  
    5,035,450  

First Lien Term Loan, 9.000% (3-Month USD Libor+800 basis points), 6/27/20252,3,4,5,6

    4,927,254  
    18,881,250  

First Lien Term Loan, 7.750% (3-Month USD Libor+675 basis points), 7/26/20262,3,4

    18,398,928  
    14,923,897  

HS Parent, Inc. First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 4/10/20262,3,4

    14,774,658  
    15,000,000  

HY Cite Enterprises LLC First Lien Term Loan, 9.000% (3-Month USD Libor+800 basis points), 11/1/20262,3,4

    14,550,000  
    25,675,000  

Iconix Brand Group, Inc. First Lien Term Loan, 8.500% (3-Month USD Libor+750 basis points), 8/4/20253,4

    25,161,500  
    20,000,000  

KBP Brands LLC Delayed Draw, 1.000%, 5/26/20274,5

    19,900,000  
    974,811  

KC Culinarte Intermediate LLC First Lien Term Loan, 4.750% (3-Month USD Libor+375 basis points), 8/24/20251,2,3,4

    962,626  
       

Len the Plumber, LLC

       
    837,265  

Delayed Draw, 1.000%, 2/17/20262,4,5

    820,520  
    6,312,599  

Delayed Draw, 5.500% (3-Month USD Libor+450 basis points), 2/17/20262,3,4,5

    6,186,347  
    7,805,962  

First Lien Term Loan, 5.500% (3-Month USD Libor+450 basis points), 2/17/20262,3,4

    7,649,843  
    8,577,903  

MAG DS Corp. First Lien Term Loan, 6.500% (1-Month USD Libor+525 basis points), 4/1/20271,2,3,4

    8,396,909  
       

NL1 Acquire Corp.

       
    CAD 1,160,727  

Revolver, 0.500%, 5/26/20262,4,5

    902,248  
    CAD 169,273  

Revolver, 6.250% (3-Month CAD Libor+525 basis points), 5/26/20262,3,4,5

    131,577  
    CAD 2,598,371  

Delayed Draw, 1.000%, 5/26/20282,4,5

    2,019,746  
    1,223,676  

Delayed Draw, 1.000%, 5/26/20284,5

    1,217,558  
    CAD 1,287,977  

Delayed Draw, 6.500% (3-Month CAD Libor+550 basis points), 5/26/20282,3,4,5

    1,001,160  
    CAD 9,511,050  

First Lien Term Loan, 6.500% (3-Month CAD Libor+550 basis points), 5/26/20282,3,4

    7,393,056  
    196,324  

Delayed Draw, 6.500% (3-Month CAD Libor+550 basis points), 5/26/20284,5

    195,342  
    2,100,000  

First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 5/26/20283,4

    2,079,000  
    1,705,480  

Oak Parent, Inc. First Lien Term Loan, 5.500% (3-Month USD Libor+450 basis points), 10/26/20231,2,3,4

    1,662,843  

 

See accompanying Notes to Consolidated Financial Statements.

 

9

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021 (Continued)

 

 

 

Principal
Amount

     

Value

 
       

SENIOR SECURED LOANS (Continued)

       
       

CONSUMER DISCRETIONARY (Continued)

       
       

Obagi Cosmeceuticals LLC

       
  $ 2,500,000  

Revolver, 0.500%, 3/16/20264,5

  $ 2,500,000  
    1,500,000  

Revolver, 8.500% (3-Month USD Libor+750 basis points), 3/16/20263,4,5

    1,500,000  
    10,917,500  

First Lien Term Loan, 8.500% (3-Month USD Libor+750 basis points), 3/16/20263,4

    11,354,200  
    29,914,143  

Owl Rock Consumer Discretionary First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 3/26/20262,3,4

    29,914,143  
       

Race Winning Brands, Inc.

       
    2,476,931  

Revolver, 0.500%, 11/16/20272,4,5

    2,452,162  
    648,069  

Revolver, 6.250% (3-Month USD Libor+525 basis points), 11/16/20272,3,4,5

    641,588  
    21,875,000  

First Lien Term Loan, 6.250% (3-Month USD Libor+525 basis points), 11/16/20272,3,4

    21,656,250  
    1,964,912  

RCS Consumer Discretionary First Lien Term Loan, 6.000% (3-Month USD Libor+500 basis points), 6/6/20252,3,4,6

    1,930,526  
       

RefrigiWear, LLC

       
    1,925,403  

Revolver, 0.500%, 11/2/20272,4,5

    1,906,149  
    676,493  

Revolver, 5.750% (3-Month USD Libor+475 basis points), 11/2/20272,3,4,5

    669,728  
    15,698,104  

First Lien Term Loan, 5.750% (3-Month USD Libor+475 basis points), 11/2/20272,3,4

    15,541,123  
       

Regent Holding Company, LLC

       
    575,188  

Revolver, 0.500%, 2/25/20262,4,5

    572,312  
    2,244,361  

Revolver, 8.750% (1-Week USD Libor+775 basis points), 2/25/20262,3,4,5

    2,233,139  
    974,874  

Spring Education Group, Inc. First Lien Term Loan, 4.382% (3-Month USD Libor+425 basis points), 7/30/20251,2,3,4

    949,618  
       

Stanton Carpet Corp.

       
    1,189,468  

Revolver, 0.500%, 10/1/20262,4,5

    1,177,574  
    9,303,571  

First Lien Term Loan, 6.000% (3-Month USD Libor+500 basis points), 10/1/20272,3,4

    9,210,536  
    9,975,000  

Summit Buyer, L.L.C. First Lien Term Loan, 6.250% (3-Month USD Libor+525 basis points), 9/17/20273,4

    9,775,500  
    10,000,000  

Truck-Lite Co., LLC First Lien Term Loan, 7.250% (3-Month USD Libor+625 basis points), 12/13/20263,4

    9,800,000  
       

Twin Brook Consumer Discretionary

       
    4,966,908  

First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 2/14/20242,3,4,6

    4,929,656  
    20,000,000  

First Lien Term Loan, 6.750% (2-Month USD Libor+575 basis points), 2/14/20242,3,4

    19,850,000  
    9,950,000  

First Lien Term Loan, 6.250% (3-Month USD Libor+525 basis points), 4/20/20262,3,4

    9,881,345  
    8,000,000  

Woof Holdings, Inc. Second Lien Term Loan, 8.000% (1-Month USD Libor+725 basis points), 12/21/20281,3,4,16

    8,085,040  
              488,186,073  
       

CONSUMER STAPLES — 2.0%

       
       

BCPE North Star US Holdings Co.

       
    2,210,526  

Delayed Draw, 1.000%, 6/10/20282,4,5

    2,205,000  
    11,789,474  

First Lien Term Loan, 4.750% (1-Month USD Libor+400 basis points), 6/10/20282,3,4

    11,760,000  
    3,580,107  

C.P. Converters, Inc. First Lien Term Loan, 7.500% (3-Month USD Libor+650 basis points), 6/18/20232,3,4

    3,580,107  
    13,965,000  

Cardenas Markets, Inc. First Lien Term Loan, 7.250% (3-Month USD Libor+625 basis points), 6/3/20272,3,4

    14,069,737  

 

See accompanying Notes to Consolidated Financial Statements.

 

10

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021 (Continued)

 

 

 

Principal
Amount

     

Value

 
       

SENIOR SECURED LOANS (Continued)

       
       

CONSUMER STAPLES (Continued)

       
  $ 4,937,028  

Easy Ice, LLC First Lien Term Loan, 4.750% (3-Month USD Libor+450 basis points), 12/31/20252,3,4

  $ 4,937,028  
    1,220,329  

Hoffmaster Group, Inc. First Lien Term Loan, 5.000% (3-Month USD Libor+400 basis points), 11/23/20231,2,3,4

    1,176,728  
    8,820,172  

HPS Consumer Staples First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 9/1/20262,3,4,6

    8,908,374  
       

JTM Foods, LLC

       
    1,158,366  

Delayed Draw, 0.500%, 5/14/20272,4,5

    1,138,094  
    559,597  

Revolver, 0.500%, 5/14/20272,4,5

    549,804  
    559,597  

Revolver, 5.750% (3-Month USD Libor+475 basis points), 5/14/20272,3,4,5

    549,804  
    7,683,828  

First Lien Term Loan, 5.750% (3-Month USD Libor+475 basis points), 5/14/20272,3,4

    7,549,361  
    3,728,999  

JUUL Labs, Inc. First Lien Term Loan, 8.500% (3-Month USD Libor+800 basis points), 8/2/20233,4

    3,721,541  
    25,000,000  

Maxor National Pharmacy Services, LLC First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 12/6/20273,4

    24,625,000  
       

Purfoods, LLC

       
    1,125,000  

Delayed Draw, 1.000%, 8/12/20262,4,5

    1,125,000  
    1,870,312  

Delayed Draw, 7.000% (3-Month USD Libor+600 basis points), 8/12/20262,3,4,5

    1,870,312  
    4,443,750  

First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 8/12/20262,3,4

    4,443,750  
              92,209,640  
       

ENERGY — 0.0%

       
    488,750  

Kamc Holdings, Inc. First Lien Term Loan, 4.175% (3-Month USD Libor+400 basis points), 8/14/20261,2,3,4

    476,531  
                 
       

FINANCIALS — 13.7%

       
    5,000,000  

Alacrity First Lien Term Loan, 10.500% PIK (3-Month USD Libor+975 basis points), 12/21/20292,3,4

    4,850,000  
       

Alera Group Holdings, Inc.

       
    13,341,273  

Delayed Draw, 1.000%, 10/2/20234,5

    13,274,567  
    11,642,385  

Delayed Draw, 6.250% (3-Month USD Libor+550 basis points), 10/2/20233,4,5

    11,584,172  
  GBP 10,791,367  

Apus Bidco Limited First Lien Term Loan, 5.651% (3-Month GBP Libor+550 basis points), 2/9/20282,3,4

    14,343,696  
       

AQ Sage Buyer, LLC

       
    18,750,000  

Delayed Draw, 1.000%, 1/25/20272,4,5

    18,703,125  
    6,234,375  

First Lien Term Loan, 6.250% (3-Month USD Libor+525 basis points), 1/25/20272,3,4

    6,172,031  
       

AxiomSL Group, Inc.

       
    731,098  

Revolver, 0.500%, 12/3/20254,5

    725,542  
    713,267  

Delayed Draw, 1.000%, 12/3/20274,5

    707,846  
    11,000,357  

First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 12/3/20273,4

    10,916,754  
       

CC SAG Acquisition Corp.

       
    699,301  

Revolver, 0.500%, 6/29/20272,4,5

    689,193  
    3,356,643  

Delayed Draw, 1.000%, 6/29/20282,4,5

    3,308,126  
    1,888,112  

Delayed Draw, 6.500% (3-Month USD Libor+550 basis points), 6/29/20282,3,4,5

    1,860,822  
    19,008,304  

First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 6/29/20282,3,4

    18,733,558  

 

See accompanying Notes to Consolidated Financial Statements.

 

11

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021 (Continued)

 

 

 

Principal
Amount

     

Value

 
       

SENIOR SECURED LOANS (Continued)

       
       

FINANCIALS (Continued)

       
       

CFGI Holdings, LLC

       
  $ 1,751,825  

Revolver, 0.500%, 11/2/20272,4,5

  $ 1,734,307  
    2,189,781  

Delayed Draw, 1.000%, 11/2/20272,4,5

    2,189,781  
    16,058,394  

First Lien Term Loan, 6.000% (3-Month USD Libor+525 basis points), 11/2/20272,3,4

    15,897,810  
       

Credit Connection, LLC

       
    600,000  

Revolver, 0.500%, 7/30/20264,5

    588,000  
    4,987,500  

First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 7/30/20263,4

    4,887,750  
  EUR 627,356  

Dreamstart BidCo First Lien Term Loan, 5.250% (6-Month EUR Libor+525 basis points), 3/30/20272,3,4

    711,346  
    8,955,000  

Exegy, Inc. First Lien Term Loan, 7.000% (6-Month USD Libor+600 basis points), 5/17/20262,3,4

    8,809,034  
       

Foundation Risk Partners, Corp.

       
    653,009  

Revolver, 0.500%, 10/29/20272,4,5

    643,214  
    576,191  

Delayed Draw, 1.000%, 10/29/20282,4,5

    569,401  
    768,246  

Delayed Draw, 6.500% (3-Month USD Libor+575 basis points), 10/29/20282,3,4,5

    759,191  
    6,184,379  

First Lien Term Loan, 6.500% (3-Month USD Libor+575 basis points), 10/29/20282,3,4

    6,091,613  
       

Galway Borrower, LLC

       
    814,315  

Revolver, 0.500%, 5/18/20232,4,5

    798,029  
    1,084,966  

Delayed Draw, 1.000%, 5/18/20232,4,5

    1,074,116  
    1,357,980  

Delayed Draw, 1.000%, 5/18/20232,4,5

    1,344,401  
    10,623,421  

First Lien Term Loan, 6.000% (3-Month USD Libor+525 basis points), 5/18/20232,3,4

    10,410,952  
    725,675  

Delayed Draw, 1.000%, 9/30/20232,4,5

    718,418  
    1,847,507  

Delayed Draw, 1.000%, 9/30/20232,4,5

    1,829,032  
    1,357,980  

Delayed Draw, 6.000% (3-Month USD Libor+525 basis points), 9/30/20232,3,4,5

    1,344,400  
    791,789  

Delayed Draw, 6.000% (3-Month USD Libor+525 basis points), 9/30/20232,3,4,5

    783,871  
    694,552  

Revolver, 0.500%, 9/30/20272,4,5

    680,661  
    879,765  

Revolver, 0.500%, 9/30/20272,4,5

    862,170  
    9,063,899  

First Lien Term Loan, 6.000% (3-Month USD Libor+525 basis points), 9/30/20282,3,4

    8,882,621  
    11,452,236  

First Lien Term Loan, 6.000% (3-Month USD Libor+525 basis points), 9/30/20282,3,4

    11,223,191  
  EUR 8,500,000  

Groupe Premium First Lien Term Loan, 6.000% (3-Month EUR Libor+600 basis points), 6/8/20283,4

    9,463,798  
       

Helibron Midco B.V.

       
  EUR 322,466  

First Lien Term Loan, 5.250% (3-Month EUR Libor+525 basis points), 9/17/20262,3,4

    358,920  
  EUR 8,850,000  

First Lien Term Loan, 5.000% (3-Month EUR Libor+500 basis points), 9/18/20263,4

    9,850,461  
  EUR 859,908  

First Lien Term Loan, 5.250% (3-Month EUR Libor+525 basis points), 9/18/20262,3,4

    957,118  
       

Higginbotham Insurance Agency, Inc.

       
    13,166,667  

Delayed Draw, 1.000%, 11/25/20262,4,5

    13,092,933  
    2,536,930  

Delayed Draw, 1.000%, 11/25/20262,4,5

    2,522,723  
    1,833,333  

Delayed Draw, 6.250% (3-Month USD Libor+550 basis points), 11/25/20262,3,4,5

    1,823,067  
    353,243  

Delayed Draw, 6.250% (3-Month USD Libor+550 basis points), 11/25/20262,3,4,5

    351,265  
    1,233,688  

First Lien Term Loan, 6.250% (3-Month USD Libor+550 basis points), 11/25/20262,3,4

    1,221,352  

 

See accompanying Notes to Consolidated Financial Statements.

 

12

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021 (Continued)

 

 

 

Principal
Amount

     

Value

 
       

SENIOR SECURED LOANS (Continued)

       
       

FINANCIALS (Continued)

       
       

HPS Financials

       
  $ 4,199,385  

First Lien Term Loan, 9.500% (3-Month USD Libor+850 basis points), 6/29/20232,3,4,6

  $ 4,044,717  
  EUR 3,570,450  

First Lien Term Loan, 5.250% (3-Month EUR Libor+550 basis points), 9/30/20262,3,4

    3,963,102  
    120,000,000  

HPS Specialty Loan Fund V Feeder LP First Lien Term Loan, 3.175%, 5/14/20314,5,18

    120,000,000  
    67,500,000  

First Lien Term Loan, 3.175%, 5/14/20314,5,18

    67,500,000  
       

Integrity Marketing Acquisition, LLC

       
    3,750,000  

Delayed Draw, 1.000%, 8/27/20252,4,5

    3,721,875  
    4,987,500  

First Lien Term Loan, 6.250% (3-Month USD Libor+525 basis points), 8/27/20252,4

    4,912,688  
       

Keystone Agency Investors

       
    2,344,737  

Delayed Draw, 1.000%, 5/3/20274,5

    2,320,821  
    2,578,125  

Delayed Draw, 1.000%, 5/3/20272,4,5

    2,539,453  
    5,625,000  

Delayed Draw, 1.000%, 5/3/20274,5

    5,540,625  
    6,694,737  

Delayed Draw, 5.500% (3-Month USD Libor+450 basis points), 5/3/20273,4,5

    6,626,450  
    5,945,625  

First Lien Term Loan, 5.500% (3-Month USD Libor+450 basis points), 5/3/20273,4

    5,884,980  
    2,003,450  

First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 5/3/20272,3,4

    1,973,399  
    4,375,000  

First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 5/3/20273,4

    4,309,375  
       

KWOR Acquisition, Inc.

       
    7,024,390  

First Lien Term Loan, 6.000% (3-Month USD Libor+525 basis points), 12/30/20262,3,4

    6,919,024  
    829,268  

Revolver, 0.500%, 9/30/20272,4,5

    816,829  
    146,342  

Revolver, 6.000% (3-Month USD Libor+525 basis points), 9/30/20272,3,4,5

    144,147  
    1,792,683  

Revolver, 0.500%, 12/22/20274,5

    1,774,756  
    316,356  

Revolver, 6.000% (3-Month USD Libor+525 basis points), 12/22/20273,4,5

    313,192  
    15,185,079  

First Lien Term Loan, 6.000% (3-Month USD Libor+525 basis points), 12/22/20283,4

    15,033,228  
       

Patriot Growth Insurance Services, LLC

       
    467,767  

Revolver, 0.500%, 10/14/20282,4,5

    458,412  
    2,660,377  

Revolver, 0.500%, 10/14/20284,5

    2,633,774  
    8,594,340  

Delayed Draw, 1.000%, 10/14/20284,5

    8,594,340  
    1,837,657  

Delayed Draw, 1.000%, 10/14/20282,4,5

    1,819,281  
    4,777,909  

First Lien Term Loan, 6.250% (3-Month USD Libor+550 basis points), 10/14/20282,3,4

    4,682,351  
    13,745,283  

First Lien Term Loan, 6.250% (3-Month USD Libor+550 basis points), 10/14/20283,4,16

    13,607,830  
       

Peter C. Foy & Associates Insurance Services, LLC

       
    184,900  

Revolver, 0.500%, 11/1/20272,4,5

    183,051  
    346,502  

Delayed Draw, 1.000%, 11/1/20282,4,5

    343,618  
    762,897  

Delayed Draw, 6.750% (3-Month USD Libor+600 basis points), 11/1/20282,3,4,5

    756,545  
    3,993,837  

First Lien Term Loan, 6.750% (3-Month USD Libor+600 basis points), 11/1/20282,3,4

    3,953,898  
    11,952,068  

Regent Holding Company, LLC First Lien Term Loan, 8.750% (1-Month USD Libor+775 basis points), 2/25/20261,2,3,4,8

    11,892,307  
       

Reorg Research, Inc.

       
    3,571,429  

Delayed Draw, 1.000%, 6/28/20242,4,5

    3,535,714  
    6,412,500  

First Lien Term Loan, 5.500% (3-Month USD Libor+475 basis points), 6/28/20242,3,4

    6,348,375  

 

See accompanying Notes to Consolidated Financial Statements.

 

13

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021 (Continued)

 

 

 

Principal
Amount

     

Value

 
       

SENIOR SECURED LOANS (Continued)

       
       

FINANCIALS (Continued)

       
       

Riveron Acquisition Holdings, Inc.

       
  $ 4,549,771  

First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 5/22/20252,3,4

  $ 4,549,771  
    866,588  

First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 5/22/20252,3,4

    866,588  
       

RSC Acquisition, Inc.

       
    7,771,084  

Delayed Draw, 1.000%, 11/1/20264,5

    7,693,374  
    2,937,146  

Delayed Draw, 1.000%, 11/1/20262,4,5

    2,907,775  
    4,156,626  

Delayed Draw, 6.250% (3-Month USD Libor+550 basis points), 11/1/20263,4

    4,115,060  
    1,265,060  

Delayed Draw, 6.250% (3-Month USD Libor+550 basis points), 11/1/20263,4,5

    1,252,409  
    1,571,032  

Delayed Draw, 6.250% (3-Month USD Libor+550 basis points), 11/1/20262,3,4

    1,555,321  
    478,140  

Delayed Draw, 6.250% (3-Month USD Libor+550 basis points), 11/1/20262,3,4,5

    473,358  
    1,807,229  

First Lien Term Loan, 6.250% (3-Month USD Libor+550 basis points), 11/1/20263,4

    1,789,157  
    683,057  

First Lien Term Loan, 6.250% (3-Month USD Libor+550 basis points), 11/1/20262,3,4

    676,227  
    1,500,000  

StarCompliance Intermediate, LLC First Lien Term Loan, 7.750% (3-Month USD Libor+675 basis points), 1/12/20273,4

    1,482,930  
       

THG Acquisition, LLC

       
    743,884  

Revolver, 0.500%, 12/2/20254,5

    736,445  
    13,981,177  

Delayed Draw, 1.000%, 12/2/20264,5

    13,911,271  
    274,939  

Delayed Draw, 6.250% (3-Month USD Libor+550 basis points), 12/2/20263,4,5

    273,565  
       

Turbo Buyer, Inc.

       
    2,300,000  

Delayed Draw, 1.000%, 12/2/20252,4,5

    2,271,250  
    2,700,000  

Delayed Draw, 7.000% (3-Month USD Libor+600 basis points), 12/2/20252,3,4,5

    2,666,250  
    5,000,000  

First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 12/2/20252,3,4

    4,900,000  
       

Vale Insurance Services LLC

       
    2,204,403  

Revolver, 0.500%, 12/1/20272,4,5

    2,182,359  
    214,952  

Revolver, 6.000% (3-Month USD Libor+500 basis points), 12/1/20272,3,4,5

    212,802  
    22,580,645  

First Lien Term Loan, 6.000% (3-Month USD Libor+500 basis points), 12/1/20272,3,4

    22,354,839  
       

World Insurance Associates, LLC

       
    8,321,311  

Delayed Draw, 1.000%, 12/1/20274,5

    8,238,098  
    6,934,426  

Delayed Draw, 1.000%, 12/1/20272,4,5

    6,865,082  
    3,973,771  

Delayed Draw, 6.750% (3-Month USD Libor+575 basis points), 12/1/20273,4,5

    3,934,033  
    3,311,476  

Delayed Draw, 6.750% (3-Month USD Libor+575 basis points), 12/1/20272,3,4,5

    3,278,361  
    2,704,918  

First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 4/1/20263,4

    2,650,820  
    2,254,098  

First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 4/1/20262,3,4

    2,209,016  
              649,538,696  
       

GOVERNMENTS — 0.6%

       
       

Govdelivery Holdings, LLC

       
    536,402  

Revolver, 0.500%, 1/29/20274,5

    525,673  
    3,334,737  

Delayed Draw, 1.000%, 1/29/20274,5

    3,268,042  
    6,099,614  

First Lien Term Loan, 7.250% (3-Month USD Libor+625 basis points), 1/29/20273,4

    5,977,622  
    5,086,315  

Delayed Draw, 7.500% (3-Month USD Libor+650 basis points), 1/29/20273,4,5

    4,984,590  
       

LOC Performance Products

       
    3,856,132  

Revolver, 0.500%, 12/30/20264,5

    3,817,571  

 

See accompanying Notes to Consolidated Financial Statements.

 

14

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021 (Continued)

 

 

 

Principal
Amount

     

Value

 
       

SENIOR SECURED LOANS (Continued)

       
       

GOVERNMENTS (Continued)

       
  $ 10,518,750  

First Lien Term Loan, 6.250% (3-Month USD Libor+525 basis points), 12/30/20262,3,4

  $ 10,431,444  
              29,004,942  
       

HEALTH CARE — 17.1%

       
       

AAH Topco, LLC

       
    4,118,427  

First Lien Term Loan, 6.250% (3-Month USD Libor+550 basis points), 12/22/20273,4

    4,077,243  
       

ACI Group Holdings, Inc.

       
    3,723,214  

Delayed Draw, 1.000%, 8/2/20282,4,5

    3,685,982  
    10,178,571  

First Lien Term Loan, 6.250% (3-Month USD Libor+550 basis points), 8/2/20282,3,4

    9,975,000  
    26,786  

Delayed Draw, 6.500% (3-Month USD Libor+575 basis points), 8/2/20282,3,4,5

    26,518  
       

ADCS Clinics Intermediate Holdings, LLC

       
    1,191,736  

Delayed Draw, 1.000%, 5/7/20272,4,5

    1,174,455  
    1,700,826  

Delayed Draw, 7.250% (3-Month USD Libor+625 basis points), 5/7/20272,3,4,5

    1,676,165  
    11,079,669  

First Lien Term Loan, 7.250% (3-Month USD Libor+625 basis points), 5/7/20272,3,4

    10,919,014  
    20,000,000  

AG-Twin Brook Heath Care First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 12/14/20262,3,4

    19,700,000  
    11,940,000  

American Renal Associates Holdings, Inc. First Lien Term Loan, 7.250% (3-Month USD Libor+625 basis points), 1/29/20272,3,4

    11,827,728  
    7,900,000  

Angel Medflight First Lien Term Loan, 8.000% (3-Month USD Libor+700 basis points), 10/12/20252,3,4

    7,900,000  
       

National Dentex Labs LLC

       
    2,966,092  

Delayed Draw, 8.000% (3-Month USD Libor+700 basis points), 6/30/20223,4

    2,947,999  
    620,689  

Revolver, 1.000%, 10/23/20254,5

    610,696  
    390,805  

Delayed Draw, 1.000%, 10/23/20254,5

    383,110  
    298,851  

Revolver, 8.000% (3-Month USD Libor+700 basis points), 10/23/20253,4,5

    294,039  
    6,943,678  

First Lien Term Loan, 8.000% (3-Month USD Libor+700 basis points), 10/23/20253,4

    6,831,885  
    527,413  

Delayed Draw, 8.000% (3-Month USD Libor+700 basis points), 10/23/20253,4,5

    517,031  
       

Biocare Medical LLC

       
    2,777,778  

Revolver, 0.500%, 12/9/20274,5

    2,750,000  
    22,222,222  

First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 12/9/20273,4

    22,000,000  
       

Carevet LLC

       
    9,992,400  

Delayed Draw, 7.500% (3-Month USD Libor+725 basis points), 9/1/20253,4

    9,792,552  
    1,000,000  

First Lien Term Loan, 13.000% (3-Month USD Libor+1,200 basis points), 9/1/20253,4

    985,000  
    1,333,333  

First Lien Term Loan, 13.000% (3-Month USD Libor+1,200 basis points), 9/1/20253,4

    1,313,333  
       

Community Medical Acquisition Corp.

       
    3,683,963  

Revolver, 0.500%, 12/15/20274,5

    3,610,283  
    4,333,814  

Delayed Draw, 1.000%, 12/15/20284,5

    4,284,842  
    676,375  

Delayed Draw, 5.750% (3-Month USD Libor+475 basis points), 12/15/20283,4,5

    668,732  
    25,050,946  

First Lien Term Loan, 5.750% (3-Month USD Libor+475 basis points), 12/15/20283,4

    24,549,927  
       

Connect America.com, LLC

       
    672,304  

Revolver, 0.500%, 6/30/20262,4,5

    658,858  
    7,291,058  

First Lien Term Loan, 8.000% (1-Month USD Libor+700 basis points), 6/30/20262,3,4

    7,145,236  

 

See accompanying Notes to Consolidated Financial Statements.

 

15

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021 (Continued)

 

 

 

Principal
Amount

     

Value

 
       

SENIOR SECURED LOANS (Continued)

       
       

HEALTH CARE (Continued)

       
       

CORA Health Holdings Corp.

       
  $ 5,401,846  

Delayed Draw, 0.500%, 6/15/20272,4,5

  $ 5,347,827  
    700,000  

Revolver, 0.500%, 6/15/20272,4,5

    693,000  
    69,231  

Revolver, 6.750% (3-Month USD Libor+575 basis points), 6/15/20272,3,4,5

    68,538  
    13,759,778  

First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 6/15/20272,3,4

    13,622,181  
    4,075,711  

CPF Dental, LLC Delayed Draw, 10.000% (3-Month USD Libor+850 basis points), 8/30/20242,3,4,17

    4,011,042  
       

D4C Dental Brands, Inc.

       
    178,571  

Revolver, 0.500%, 12/30/20262,4,5

    182,857  
    1,363,379  

Delayed Draw, 1.000%, 12/30/20264,5

    1,396,100  
    2,665,988  

Delayed Draw, 7.500% (3-Month USD Libor+650 basis points), 12/30/20262,3,4

    2,729,972  
    535,715  

Revolver, 7.500% (3-Month USD Libor+650 basis points), 12/30/20262,3,4,5

    548,572  
    6,541,071  

First Lien Term Loan, 7.500% (3-Month USD Libor+650 basis points), 12/30/20262,3,4

    6,698,057  
    958,050  

Delayed Draw, 7.500% (3-Month USD Libor+650 basis points), 12/30/20263,4,5

    981,043  
       

DCA Holdings LLC

       
    2,413,559  

Delayed Draw, 1.000%, 3/12/20272,4,5

    2,380,252  
    1,541,243  

Delayed Draw, 7.000% (3-Month USD Libor+625 basis points), 3/12/20272,3,4,5

    1,519,974  
    16,005,085  

First Lien Term Loan, 7.000% (3-Month USD Libor+625 basis points), 3/12/20272,3,4

    15,784,215  
       

Deca Dental Holdings, LLC

       
    1,111,111  

Revolver, 0.500%, 8/26/20284,5

    1,088,889  
    3,333,333  

Delayed Draw, 1.000%, 8/26/20284,5

    3,289,744  
    1,477,778  

Delayed Draw, 6.500% (3-Month USD Libor+575 basis points), 8/26/20283,4,5

    1,458,453  
    14,038,889  

First Lien Term Loan, 6.500% (3-Month USD Libor+575 basis points), 8/26/20283,4

    13,758,111  
       

ERC Holdings, LLC

       
    1,420,118  

Revolver, 0.500%, 11/10/20274,5

    1,405,917  
    3,550,296  

Delayed Draw, 1.000%, 11/10/20284,5

    3,514,793  
    15,029,586  

First Lien Term Loan, 6.250% (3-Month USD Libor+550 basis points), 11/10/20283,4,16

    14,879,290  
       

Fortis Life Sciences, LLC

       
    1,826,087  

Revolver, 0.500%, 9/17/20274,5

    1,807,826  
    12,173,913  

Delayed Draw, 1.000%, 9/17/20274,5

    12,052,174  
    4,260,870  

Delayed Draw, 1.000%, 9/17/20274,5

    4,218,261  
    608,696  

Revolver, 5.500% (3-Month USD Libor+475 basis points), 9/17/20273,4,5

    602,609  
    9,107,609  

First Lien Term Loan, 5.500% (3-Month USD Libor+475 basis points), 9/17/20273,4

    9,016,533  
       

Heartland Veterinary

       
    519,154  

Revolver, 0.500%, 12/10/20262,4,5

    513,963  
    5,052,226  

Delayed Draw, 1.000%, 12/10/20262,4,5

    5,001,704  
    819,042  

Delayed Draw, 5.750% (3-Month USD Libor+475 basis points), 12/10/20262,3,4,5

    810,852  
    2,609,578  

First Lien Term Loan, 5.750% (3-Month USD Libor+475 basis points), 12/10/20262,3,4

    2,583,482  
    86,800  

Second Lien Term Loan, 1.000%, 12/10/20272,4,5

    86,140  
    53,200  

Second Lien Term Loan, 9.000% (3-Month USD Libor+800 basis points), 12/10/20272,4,5

    52,796  

 

See accompanying Notes to Consolidated Financial Statements.

 

16

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021 (Continued)

 

 

 

Principal
Amount

     

Value

 
       

SENIOR SECURED LOANS (Continued)

       
       

HEALTH CARE (Continued)

       
  $ 360,000  

Second Lien Term Loan, 9.000% (3-Month USD Libor+800 basis points), 12/10/20272,3,4

  $ 352,800  
       

HPS Healthcare

       
    9,820,571  

First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 6/27/20242,3,4,6

    9,820,571  
    9,875,000  

First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 7/2/20252,3,4,6

    10,034,926  
       

Inovalon Holdings, Inc.

       
    1,349,649  

Delayed Draw, 1.000%, 11/24/20334,5

    1,332,778  
    12,632,716  

First Lien Term Loan, 6.500% (3-Month USD Libor+575 basis points), 11/24/20283,4,16

    12,316,898  
    6,017,635  

Second Lien Term Loan, 11.250% (3-Month USD Libor+1,050 basis points), 11/24/20333,4

    5,897,283  
       

Integrated Oncology Network, LLC

       
    83,957  

Revolver, 0.500%, 6/24/20242,4,5

    83,537  
    4,053,355  

First Lien Term Loan, 7.000% (3-Month USD Libor+550 basis points), 6/24/20242,3,4

    4,033,089  
    138,395  

First Lien Term Loan, 7.000% (3-Month USD Libor+550 basis points), 6/24/20243,4

    135,627  
    1,269,853  

INW Manufacturing, LLC First Lien Term Loan, 6.500% (3-Month USD Libor+575 basis points), 3/25/20282,3,4

    1,260,329  
       

Life Science Intermediate Holdings, LLC

       
    3,750,000  

Delayed Draw, 1.000%, 6/10/20252,4,5

    3,712,500  
    3,326,366  

Delayed Draw, 7.000% (3-Month USD Libor+600 basis points), 6/10/20252,3,4,5

    3,293,102  
    2,907,914  

First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 6/10/20252,3,4

    2,878,834  
       

CPF Dental LLC

       
    10,552  

Delayed Draw, 0.500% PIK, 8/30/20244,5,17

    10,278  
    5,379,312  

First Lien Term Loan, 10.000% PIK (3-Month USD Libor+850 basis points), 8/30/20243,4,17

    5,239,450  
    2,887,292  

Delayed Draw, 11.500% PIK (3-Month USD Libor+1,000 basis points), 8/30/20243,4,5,17

    2,812,222  
    14,962,500  

MedData First Lien Term Loan, 5.750% (3-Month USD Libor+475 basis points), 7/22/20283,4

    14,944,545  
       

MedMark Services, Inc.

       
    1,102,478  

Delayed Draw, 1.000%, 6/11/20272,4,5

    1,091,454  
    6,809,914  

Delayed Draw, 1.000%, 6/11/20274,5

    6,741,814  
    896,022  

Delayed Draw, 6.000% (3-Month USD Libor+500 basis points), 6/11/20272,3,4,5

    887,061  
    7,960,000  

First Lien Term Loan, 6.000% (3-Month USD Libor+500 basis points), 6/11/20272,3,4

    7,880,400  
    1,190,086  

Delayed Draw, 6.000% (3-Month USD Libor+500 basis points), 6/11/20273,4,5

    1,178,186  
       

OB Hospitalist Group

       
    1,534,351  

Revolver, 0.500%, 9/27/20272,4,5

    1,503,664  
    183,206  

Revolver, 6.250% (3-Month USD Libor+525 basis points), 9/27/20272,3,4,5

    179,542  
    13,249,237  

First Lien Term Loan, 6.250% (3-Month USD Libor+525 basis points), 9/27/20272,3,4

    12,984,252  
       

OIA Acquisition, LLC

       
    1,928,571  

Revolver, 0.500%, 10/19/20272,4,5

    1,909,286  
    459,000  

Delayed Draw, 1.000%, 10/19/20272,4,5

    456,705  
    1,383,857  

Delayed Draw, 6.250% (3-Month USD Libor+525 basis points), 10/19/20272,3,4,5

    1,376,938  
    11,228,571  

First Lien Term Loan, 6.250% (3-Month USD Libor+525 basis points), 10/19/20272,3,4

    11,116,286  

 

See accompanying Notes to Consolidated Financial Statements.

 

17

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021 (Continued)

 

 

 

Principal
Amount

     

Value

 
       

SENIOR SECURED LOANS (Continued)

       
       

HEALTH CARE (Continued)

       
  $ 1,093,619  

PAW Midco, Inc. First Lien Term Loan, 11.500%,(3-Month USD Libor+1,150 basis points), 12/22/20314

  $ 1,077,214  
    4,687,355  

Pediatric Home Respiratory Services, LLC First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 12/4/20242,3,4

    4,663,918  
       

Pinnacle Dermatology Management, LLC

       
    1,082,474  

Revolver, 0.500%, 5/18/20234,5

    1,068,943  
    3,092,784  

Delayed Draw, 1.000%, 5/18/20234,5

    3,092,784  
    10,824,742  

First Lien Term Loan, 6.500% (3-Month USD Libor+575 basis points), 5/18/20233,4

    10,689,433  
       

Pinnacle Treatment Centers, Inc.

       
    285,714  

Revolver, 0.500%, 12/31/20222,4,5

    285,714  
    228,571  

Delayed Draw, 1.000%, 12/31/20222,4,5

    228,571  
    339,429  

Delayed Draw, 6.750% (3-Month USD Libor+575 basis points), 12/31/20222,3,4,5

    339,429  
    4,026,071  

First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 12/31/20222,3,4

    4,026,071  
       

Premier Imaging LLC

       
    4,862,339  

First Lien Term Loan, 6.250% (3-Month USD Libor+600 basis points), 1/2/20252,3,4

    4,862,339  
    2,878,397  

First Lien Term Loan, 6.250% (1-Month USD Libor+600 basis points), 1/2/20252,3,4

    2,878,397  
    14,525,790  

Delayed Draw, 1.000%, 1/2/20254,5

    14,380,532  
    15,474,210  

First Lien Term Loan, 7.000% (1-Month USD Libor+575 basis points), 1/2/20253,4

    15,319,468  
    841,815  

Q-Centrix LLC First Lien Term Loan, 6.000% (3-Month USD Libor+500 basis points), 11/30/20243,4

    841,815  
    208,333  

RCS Healthcare Revolver, 0.500%, 2/3/20262,4,5,6

    209,896  
    344,132  

Delayed Draw, 6.750% (3-Month USD Libor+575 basis points), 2/3/20262,3,4,6

    346,713  
    1,915,278  

First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 2/3/20262,3,4,6

    1,929,642  
       

Smile Doctors, LLC

       
    2,102,474  

Revolver, 0.500%, 12/23/20274,5

    2,081,449  
    106,007  

Revolver, 6.500% (3-Month USD Libor+575 basis points), 12/23/20273,4,5

    104,947  
    2,893,993  

Delayed Draw, 1.000%, 12/23/20284,5

    2,879,523  
    197,880  

Delayed Draw, 5.500% (3-Month USD Libor+475 basis points), 12/23/20283,4,5

    196,890  
    19,699,647  

First Lien Term Loan, 6.500% (3-Month USD Libor+575 basis points), 12/23/20283,4

    19,502,650  
       

Spear Education, LLC

       
    1,562,500  

Delayed Draw, 1.000%, 2/26/20252,4,5

    1,562,500  
    3,377,344  

First Lien Term Loan, 6.000% (6-Month USD Libor+500 basis points), 2/26/20252,3,4

    3,377,344  
  GBP 1,797,628  

SSCP Pegasus Midco Limited First Lien Term Loan, 6.780% (6-Month GBP Libor+675 basis points), 11/16/20272,3,4

    2,438,039  
       

The Smilist Company

       
    582,039  

Revolver, 0.500%, 12/22/20252,4,5

    577,441  
    960,365  

Delayed Draw, 1.000%, 12/22/20252,4,5

    952,778  
    1,949,832  

Delayed Draw, 8.000% (3-Month USD Libor+700 basis points), 12/22/20252,3,4,5

    1,934,428  
    5,301,215  

First Lien Term Loan, 8.000% (3-Month USD Libor+700 basis points), 12/22/20252,3,4

    5,259,336  
       

Troy Gastroenterology, P.C.

       
    2,561,576  

Delayed Draw, 0.500%, 11/25/20254,5

    2,561,576  
    591,133  

Revolver, 0.500%, 11/25/20254,5

    591,133  

 

See accompanying Notes to Consolidated Financial Statements.

 

18

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021 (Continued)

 

 

 

Principal
Amount

     

Value

 
       

SENIOR SECURED LOANS (Continued)

       
       

HEALTH CARE (Continued)

       
  $ 2,346,798  

Delayed Draw, 7.000% (3-Month USD Libor+600 basis points), 11/25/20253,4,5

  $ 2,346,798  
    4,449,138  

First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 11/25/20253,4

    4,449,138  
    466,250  

TTF Holdings, LLC First Lien Term Loan, 5.000% (3-Month USD Libor+425 basis points), 3/24/20282,3,4

    466,250  
       

Twin Brook Healthcare

       
    4,792,399  

First Lien Term Loan, 7.500% (3-Month USD Libor+650 basis points), 11/16/20222,3,4,6

    4,787,607  
    4,824,703  

First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 7/1/20242,3,4,6

    4,776,456  
    20,000,000  

First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 7/1/20242,3,4

    19,800,000  
    14,446,089  

First Lien Term Loan, 7.250% (3-Month USD Libor+625 basis points), 11/27/20242,3,4

    14,295,849  
    19,949,498  

First Lien Term Loan, 7.750% (3-Month USD Libor+675 basis points), 12/4/20242,3,4

    19,700,129  
    9,975,000  

First Lien Term Loan, 6.250% (3-Month USD Libor+525 basis points), 8/11/20252,3,4

    9,850,312  
    14,961,330  

First Lien Term Loan, 7.500% (3-Month USD Libor+650 basis points), 9/13/20252,3,4

    14,946,368  
    9,925,000  

First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 3/5/20262,3,4

    9,758,260  
  CAD 24,937,500  

First Lien Term Loan, 7.500% (3-Month USD Libor+650 basis points), 7/23/20262,3,4

    19,516,304  
    15,000,000  

First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 8/20/20262,3,4

    14,775,000  
    24,937,500  

First Lien Term Loan, 6.250% (3-Month USD Libor+525 basis points), 9/22/20262,3,4

    24,563,437  
    20,000,000  

First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 10/8/20262,3,4

    19,700,000  
       

Urology Management Holdings, Inc.

       
    10,664,453  

Delayed Draw, 1.000%, 6/15/20262,4,5

    10,557,808  
    4,235,781  

Delayed Draw, 6.000% (3-Month USD Libor+500 basis points), 6/15/20262,3,4,5

    4,193,424  
    5,099,766  

First Lien Term Loan, 6.000% (3-Month USD Libor+500 basis points), 6/15/20262,3,4

    5,048,768  
       

USME Holdings, LLC

       
    743,478  

Delayed Draw, 0.500%, 11/24/20262,4,5

    743,478  
    936,232  

Revolver, 0.500%, 11/24/20262,4,5

    936,232  
    5,861,087  

First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 11/24/20262,3,4

    5,861,087  
    3,373,659  

First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 11/24/20263,4

    3,339,922  
       

Vetcor Professional Practices LLC

       
    1,010,526  

Revolver, 0.500%, 5/20/20262,4,5

    1,000,421  
    42,106  

Revolver, 5.000% (3-Month USD Libor+425 basis points), 5/20/20262,3,4,5

    41,684  
    7,920,421  

Delayed Draw, 1.000%, 5/20/20282,4,5

    7,880,819  
    15,000,000  

Delayed Draw, 4.405% (3-Month USD Libor+425 basis points), 5/20/20282,3,4

    14,949,000  
    1,553,263  

Delayed Draw, 5.000% (3-Month USD Libor+425 basis points), 5/20/20282,3,4,5

    1,545,497  
    9,473,684  

Second Lien Delayed Draw, 1.000%, 11/3/20282,4,5

    9,402,632  
       

Vital Care Buyer, LLC

       
    1,777,778  

Revolver, 0.500%, 10/19/20252,4,5

    1,777,778  
    5,570,385  

First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 10/19/20252,3,4

    5,570,385  
       

WCAS Orthopedics MSO, LLC

       
    1,724,138  

Revolver, 0.500%, 12/4/20264,5

    1,706,897  
    8,275,862  

First Lien Term Loan, 5.750% (3-Month USD Libor+500 basis points), 12/6/20273,4

    8,193,103  

 

See accompanying Notes to Consolidated Financial Statements.

 

19

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021 (Continued)

 

 

 

Principal
Amount

     

Value

 
       

SENIOR SECURED LOANS (Continued)

       
       

HEALTH CARE (Continued)

       
       

Zavation Medical Products, LLC

       
  $ 1,621,622  

Revolver, 0.500%, 6/30/20272,4,5

  $ 1,605,405  
    405,405  

Revolver, 5.500% (3-Month USD Libor+450 basis points), 6/30/20272,3,4,5

    401,352  
    12,908,108  

First Lien Term Loan, 5.500% (3-Month USD Libor+450 basis points), 6/30/20272,3,4

    12,779,027  
              809,402,692  
       

INDUSTRIALS — 24.2%

       
    4,480,592  

3SI Holdco, Inc. First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 6/16/20232,3,4

    4,480,592  
    15,018,281  

Aero Operating LLC Incremental Term Loan, 8.000% (1-Month USD Libor+650 basis points), 2/7/20262,3,4

    14,868,098  
       

Air Comm Corporation, LLC

       
    1,653,022  

Revolver, 0.500%, 7/1/20272,4,5

    1,636,492  
    950,612  

Revolver, 0.500%, 7/1/20274,5

    941,106  
    243,902  

Delayed Draw, 1.000%, 7/1/20272,4,5

    241,463  
    1,588,658  

Delayed Draw, 1.000%, 7/1/20274,5

    1,580,715  
    8,880,183  

Delayed Draw, 6.250% (3-Month USD Libor+550 basis points), 7/1/20272,3,4,5

    8,791,382  
    786,002  

Revolver, 6.250% (3-Month USD Libor+550 basis points), 7/1/20272,3,4,5

    778,142  
    13,347,561  

First Lien Term Loan, 6.250% (3-Month USD Libor+550 basis points), 7/1/20272,3,4

    13,214,085  
    12,227,132  

Delayed Draw, 6.250% (3-Month USD Libor+550 basis points), 7/1/20273,4,5

    12,165,996  
    233,599  

Revolver, 6.250% (3-Month USD Libor+550 basis points), 7/1/20273,4,5

    231,262  
    4,912,500  

Airnov, Inc. First Lien Term Loan, 6.000% (3-Month USD Libor+500 basis points), 12/19/20252,3,4

    4,912,500  
    997,500  

AIT Worldwide Logistics Holdings, Inc. First Lien Term Loan, 5.500% (1-Month USD Libor+475 basis points), 4/6/20281,2,3,4

    1,002,094  
       

Any Hour, LLC

       
    2,000,000  

Revolver, 0.500%, 7/21/20272,4,5

    1,980,000  
    546,667  

Delayed Draw, 1.000%, 7/21/20272,4,5

    541,200  
    6,120,000  

Delayed Draw, 6.750% (3-Month USD Libor+575 basis points), 7/21/20272,3,4,5

    6,058,800  
    11,333,333  

First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 7/21/20272,3,4

    11,220,000  
       

Ardurra Group LLC

       
    651,720  

Delayed Draw, 1.000%, 5/20/20224,5

    651,720  
    4,887,899  

Delayed Draw, 8.250% (3-Month USD Libor+725 basis points), 5/20/20223,4,5

    4,887,899  
    8,374,601  

First Lien Term Loan, 8.500% (3-Month USD Libor+725 basis points), 9/1/20253,4

    8,290,855  
       

Armada Parent, Inc.

       
    2,200,000  

Revolver, 0.500%, 10/29/20272,4,5

    2,156,000  
    2,000,000  

Delayed Draw, 1.000%, 10/29/20272,4,5

    1,980,000  
    200,000  

Revolver, 6.500% (3-Month USD Libor+575 basis points), 10/29/20272,3,4,5

    196,000  
    20,000,000  

First Lien Term Loan, 6.500% (3-Month USD Libor+575 basis points), 10/29/20272,3,4

    19,600,000  
    10,000,000  

Armstrong Transport Group First Lien Term Loan, 6.000% (6-Month USD Libor+500 basis points), 6/18/20243,4

    9,800,000  

 

See accompanying Notes to Consolidated Financial Statements.

 

20

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021 (Continued)

 

 

 

Principal
Amount

     

Value

 
       

SENIOR SECURED LOANS (Continued)

       
       

INDUSTRIALS (Continued)

       
       

AWT Merger Sub, Inc.

       
  $ 985,714  

Revolver, 0.500%, 12/17/20262,4,5

  $ 985,714  
    1,142,857  

Delayed Draw, 1.000%, 12/17/20262,4,5

    1,142,857  
    2,421,429  

Delayed Draw, 1.000%, 12/17/20264,5

    2,397,214  
    1,357,143  

Delayed Draw, 6.750% (3-Month USD Libor+575 basis points), 12/17/20262,3,4,5

    1,357,143  
    85,715  

Revolver, 6.750% (3-Month USD Libor+575 basis points), 12/17/20262,3,4,5

    85,715  
    6,380,357  

First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 12/17/20262,3,4

    6,380,357  
       

BCHR US Acquisitions, Inc.

       
    905,660  

Revolver, 0.500%, 9/29/20264,5

    887,547  
    1,886,792  

Delayed Draw, 1.000%, 9/29/20264,5

    1,867,925  
    226,416  

Revolver, 7.750% (3-Month USD Libor+675 basis points), 9/29/20263,4,5

    221,887  
    6,963,679  

First Lien Term Loan, 7.750% (3-Month USD Libor+675 basis points), 9/29/20263,4

    6,824,406  
    9,897,959  

BDP International, Inc. First Lien Term Loan, 6.250% (3-Month USD Libor+525 basis points), 12/19/20242,3,4

    9,897,959  
       

Beacon Mobility Corp.

       
    1,000,000  

Revolver, 0.500%, 5/22/20244,5

    992,000  
    585,797  

Delayed Draw, 1.000%, 5/22/20242,4,5

    581,110  
    165,214  

Delayed Draw, 1.000%, 5/22/20244,5

    163,892  
    17,117,032  

Delayed Draw, 6.500% (3-Month USD Libor+550 basis points), 5/22/20242,3,4,5

    16,980,097  
    2,260,169  

First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 5/22/20242,3,4

    2,242,087  
    4,827,553  

Delayed Draw, 6.500% (3-Month USD Libor+550 basis points), 5/22/20243,4,5

    4,788,933  
       

Blackbird Purchaser, Inc.

       
    4,392,446  

Delayed Draw, 1.000%, 4/8/20264,5

    4,348,521  
    10,713,282  

Delayed Draw, 1.000%, 4/8/20264,5

    10,713,282  
    8,976,105  

First Lien Term Loan, 5.250% (3-Month USD Libor+450 basis points), 4/8/20263,4

    8,886,344  
       

BlueHalo Global Holdings, LLC

       
    548,120  

Revolver, 0.500%, 10/31/20254,5

    542,639  
    737,594  

Revolver, 7.000% (3-Month USD Libor+600 basis points), 10/31/20253,4,5

    730,218  
    17,372,986  

First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 10/31/20253,4

    17,199,257  
       

BP Purchaser, LLC

       
    15,000,000  

First Lien Term Loan, 6.250% (3-Month USD Libor+550 basis points), 12/10/20283,4

    14,700,000  
    9,891,000  

First Lien Term Loan, 6.250% (3-Month USD Libor+550 basis points), 12/10/20282,3,4

    9,693,180  
       

British Engineering Services Holdco Limited

       
  GBP 950,968  

Revolver, 7.000% (3-Month GBP Libor+675 basis points), 12/2/20272,3,4

    1,292,328  
  GBP 396,237  

First Lien Term Loan, 7.000% (3-Month GBP Libor+675 basis points), 12/2/20272,3,4

    538,470  
       

Citrin Cooperman Advisors, LLC

       
    2,647,059  

Delayed Draw, 1.000%, 10/1/20274,5

    2,633,824  
    6,176,471  

First Lien Term Loan, 5.750% (6-Month USD Libor+500 basis points), 10/1/20273,4

    6,083,824  
    4,426,168  

Colonial Bag, LLC First Lien Term Loan, 5.500% (3-Month USD Libor+450 basis points), 9/3/20252,3,4

    4,426,168  

 

See accompanying Notes to Consolidated Financial Statements.

 

21

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021 (Continued)

 

 

 

Principal
Amount

     

Value

 
       

SENIOR SECURED LOANS (Continued)

       
       

INDUSTRIALS (Continued)

       
       

Comar Holding Company, LLC

       
  $ 4,936,100  

First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 6/18/20242,3,4

  $ 4,936,100  
    777,993  

Delayed Draw, 7.250% (3-Month USD Libor+600 basis points), 6/18/20242,3,4

    777,993  
    14,759,098  

Construction Resources Company LLC First Lien Term Loan, 7.250% (3-Month USD Libor+575 basis points), 6/10/20242,3,4

    14,759,098  
       

Continental Acquisition Holdings, Inc.

       
    2,678,571  

Delayed Draw, 7.750% (3-Month USD Libor+600 basis points), 1/20/20272,3,4

    2,683,661  
    7,266,518  

First Lien Term Loan, 7.750% (3-Month USD Libor+675 basis points), 1/20/20272,3,4

    7,280,324  
       

Dispatch Acquisition Holdings, LLC

       
    7,960,000  

First Lien Term Loan, 5.000% (3-Month USD Libor+425 basis points), 3/25/20282,3,4

    7,940,100  
    13,930,000  

First Lien Term Loan, 5.000% (3-Month USD Libor+425 basis points), 3/25/20283,4

    13,895,175  
    5,000,000  

EShipping First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 11/5/20273,4

    4,900,000  
       

FLS Holding, Inc.

       
    2,000,000  

Revolver, 0.500%, 12/17/20274,5

    1,960,000  
    833,333  

Revolver, 0.500%, 12/17/20272,4,5

    816,667  
    5,000,000  

Delayed Draw, 1.000%, 12/17/20284,5

    4,950,000  
    2,083,333  

Delayed Draw, 1.000%, 12/17/20282,4,5

    2,062,500  
    23,000,000  

First Lien Term Loan, 6.250% (3-Month USD Libor+525 basis points), 12/17/20283,4

    22,540,000  
    9,583,333  

First Lien Term Loan, 6.250% (3-Month USD Libor+525 basis points), 12/17/20282,3,4

    9,391,667  
       

Fortis Solutions Group, LLC

       
    1,799,100  

Revolver, 0.500%, 10/15/20272,4,5

    1,763,118  
    642,536  

Revolver, 0.500%, 10/15/20272,4,5

    629,685  
    5,247,376  

Delayed Draw, 1.000%, 10/15/20282,4,5

    5,194,903  
    1,874,063  

Delayed Draw, 1.000%, 10/15/20282,4,5

    1,855,322  
    12,953,523  

First Lien Term Loan, 6.250% (3-Month USD Libor+550 basis points), 10/15/20282,3,4

    12,694,453  
    4,626,258  

First Lien Term Loan, 6.250% (3-Month USD Libor+550 basis points), 10/15/20282,3,4

    4,533,733  
       

Gerson Lehrman Group, Inc.

       
    9,847,716  

First Lien Term Loan, 6.250% (3-Month USD Libor+525 basis points), 12/5/20242,3,4

    9,847,716  
    29,850,000  

First Lien Term Loan, 6.250% (3-Month USD Libor+525 basis points), 12/5/20243,4

    29,850,000  
       

Graffiti Buyer, Inc.

       
    2,059,896  

Revolver, 0.500%, 8/10/20274,5

    2,039,297  
    5,044,643  

Delayed Draw, 1.000%, 8/10/20274,5

    4,994,196  
    462,425  

Revolver, 6.750% (3-Month USD Libor+575 basis points), 8/10/20273,4,5

    457,801  
    11,238,203  

First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 8/10/20273,4

    11,125,821  
       

HPS Industrials

       
    9,849,246  

First Lien Term Loan, 8.500% (3-Month USD Libor+750 basis points), 5/31/20222,3,4,6

    9,849,246  
    9,870,221  

First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 7/25/20252,3,4,6

    9,736,696  
    24,869,359  

First Lien Term Loan, 7.750% (3-Month USD Libor+675 basis points), 10/15/20262,3,4

    24,247,625  
    14,962,120  

Intergulf Corp. First Lien Term Loan, 6.750% (2-Month USD Libor+575 basis points), 11/16/20232,3,4

    14,849,904  

 

See accompanying Notes to Consolidated Financial Statements.

 

22

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021 (Continued)

 

 

 

Principal
Amount

     

Value

 
       

SENIOR SECURED LOANS (Continued)

       
       

INDUSTRIALS (Continued)

       
       

Isaac Heating & Air Conditioning

       
  $ 1,736,842  

Revolver, 0.500%, 5/7/20272,4,5

  $ 1,719,474  
    2,210,526  

Delayed Draw, 1.000%, 5/7/20272,4,5

    2,188,421  
    631,579  

Revolver, 6.000% (3-Month USD Libor+500 basis points), 5/7/20272,3,4,5

    625,263  
    7,855,263  

First Lien Term Loan, 6.000% (3-Month USD Libor+500 basis points), 5/7/20272,3,4

    7,776,711  
    2,520,000  

Delayed Draw, 6.250% (3-Month USD Libor+525 basis points), 5/7/20272,3,4,5

    2,494,800  
       

ISS Compressors Industries, Inc.

       
    375,000  

Revolver, 0.500%, 8/9/20262,4,5

    366,263  
    4,482,291  

First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 8/9/20262,3,4

    4,377,854  
    41,667  

Revolver, 6.500% (3-Month USD Libor+550 basis points), 8/9/20262,3,4,5

    40,696  
       

Jade Bidco Limited

       
  EUR 538,430  

First Lien Term Loan, 6.000% (6-Month EUR Libor+600 basis points), 12/3/20262,3,4

    609,902  
    3,375,128  

First Lien Term Loan, 6.270% (3-Month USD Libor+600 basis points), 12/3/20262,3,4

    3,358,253  
       

Komline-Sanderson Group, Inc.

       
    1,210,938  

Revolver, 0.500%, 3/17/20262,4,5

    1,210,938  
    9,512,374  

Delayed Draw, 6.500% (3-Month USD Libor+600 basis points), 3/17/20262,3,4

    9,512,373  
    1,132,812  

Revolver, 6.500% (3-Month USD Libor+600 basis points), 3/17/20262,3,4,5

    1,132,812  
    8,048,555  

First Lien Term Loan, 6.500% (3-Month USD Libor+600 basis points), 3/17/20262,3,4

    8,048,555  
       

KPSKY Acquisition, Inc.

       
    753,205  

Delayed Draw, 1.000%, 10/19/20282,4,5

    741,907  
    377,074  

Delayed Draw, 1.000%, 10/19/20282,4,5

    371,418  
    13,181,090  

First Lien Term Loan, 6.250% (1-Month USD Libor+550 basis points), 10/19/20282,3,4

    12,917,468  
    6,598,793  

First Lien Term Loan, 6.250% (1-Month USD Libor+550 basis points), 10/19/20282,3,4

    6,466,817  
    753,205  

Delayed Draw, 7.750% (1-Month USD Libor+450 basis points), 10/19/20282,3,4,5

    741,907  
    377,074  

Delayed Draw, 7.750% (1-Month USD Libor+450 basis points), 10/19/20282,3,4,5

    371,418  
    5,312,208  

Lav Gear Holdings, Inc. First Lien Term Loan, 8.500% (1-Month USD Libor+750 basis points), 10/31/20242,3,4,17

    5,033,317  
    18,453,750  

Lereta, LLC First Lien Term Loan, 6.000% (1-Month USD Libor+525 basis points), 7/30/20283

    18,469,159  
       

Majco LLC

       
    1,666,667  

Revolver, 0.500%, 12/23/20284,5

    1,650,000  
    7,583,333  

Delayed Draw, 1.000%, 12/23/20284,5

    7,583,333  
    1,745,625  

Delayed Draw, 5.500% (3-Month USD Libor+450 basis points), 12/23/20283,4,5

    1,745,625  
    9,000,000  

First Lien Term Loan, 5.500% (3-Month USD Libor+450 basis points), 12/23/20283,4

    8,910,000  
       

System Planning and Analysis, Inc.

       
    2,195,341  

Revolver, 0.500%, 8/16/20272,4,5

    2,162,410  
    15,304,660  

First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 8/16/20272,3,4

    15,075,090  
    4,987,500  

MHE Intermediate First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 11/25/20262,3,4

    4,937,625  
       

Northstar Recycling

       
    2,000,000  

Revolver, 0.500%, 10/1/20274,5

    1,960,000  
    9,300,000  

First Lien Term Loan, 5.750% (3-Month USD Libor+475 basis points), 10/1/20273,4

    9,114,000  

 

See accompanying Notes to Consolidated Financial Statements.

 

23

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021 (Continued)

 

 

 

Principal
Amount

     

Value

 
       

SENIOR SECURED LOANS (Continued)

       
       

INDUSTRIALS (Continued)

       
       

Omni Intermediate Holdings, LLC

       
  $ 1,689,141  

Revolver, 0.500%, 12/30/20254,5

  $ 1,672,249  
    532,394  

Revolver, 0.500%, 12/30/20252,4,5

    527,070  
    563,380  

Revolver, 7.250% (1-Month USD Libor+400 basis points), 12/30/20253,4,5

    557,747  
    177,465  

Revolver, 7.250% (1-Month USD Libor+400 basis points), 12/30/20252,3,4,5

    175,691  
    2,676,056  

Delayed Draw, 1.000%, 12/30/20264,5

    2,662,676  
    842,958  

Delayed Draw, 1.000%, 12/30/20262,4,5

    838,743  
    2,388,380  

Delayed Draw, 6.000% (1-Month USD Libor+500 basis points), 12/30/20263,4

    2,376,438  
    752,340  

Delayed Draw, 6.000% (1-Month USD Libor+500 basis points), 12/30/20262,3,4

    748,578  
    140,845  

Delayed Draw, 6.000% (1-Month USD Libor+500 basis points), 12/30/20263,4,5

    140,141  
    44,366  

Delayed Draw, 6.000% (1-Month USD Libor+500 basis points), 12/30/20262,3,4,5

    44,144  
    22,478,873  

First Lien Term Loan, 6.000% (1-Month USD Libor+500 basis points), 12/30/20263,4

    22,254,084  
    7,080,845  

First Lien Term Loan, 6.000% (1-Month USD Libor+500 basis points), 12/30/20262,3,4

    7,010,037  
    9,500,000  

PaperWorks Industries, Inc First Lien Term Loan, 8.250% (3-Month USD Libor+725 basis points), 12/18/20252,3,4

    9,416,875  
       

PCX Holding Corp.

       
    625,000  

Revolver, 0.500%, 4/22/20272,4,5

    625,000  
    625,000  

Delayed Draw, 1.000%, 4/22/20272,4,5

    625,000  
    2,493,750  

Delayed Draw, 7.250% (3-Month USD Libor+625 basis points), 4/22/20272,3,4,5

    2,493,750  
    6,218,750  

First Lien Term Loan, 7.250% (3-Month USD Libor+625 basis points), 4/22/20272,3,4

    6,218,750  
    977,500  

PHM Netherlands Midco B.V. First Lien Term Loan, 4.750% (3-Month USD Libor+475 basis points), 8/1/20261,2,3,4,9

    975,056  
    5,000,000  

Pregis TopCo LLC Second Lien Term Loan, 8.750% (3-Month USD Libor+800 basis points), 8/1/20272,3,4

    5,000,000  
    15,518,868  

Prime Buyer, LLC First Lien Term Loan, 6.250% (3-Month USD Libor+525 basis points), 12/10/20273,4

    15,363,679  
    25,000,000  

PrimeFlight Aviation Services, Inc. First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 5/9/20243,4

    24,625,000  
       

PT Intermediate Holdings III, LLC

       
    13,100,000  

Delayed Draw, 1.000%, 10/15/20254,5

    13,100,000  
    3,470,000  

Delayed Draw, 1.000%, 10/15/20252,4,5

    3,470,000  
    9,410,000  

Delayed Draw, 6.250% (3-Month USD Libor+550 basis points), 10/15/20253,4

    9,315,900  
    2,490,000  

Delayed Draw, 6.250% (3-Month USD Libor+550 basis points), 10/15/20252,3,4

    2,465,100  
    2,490,000  

First Lien Term Loan, 6.250% (3-Month USD Libor+550 basis points), 10/15/20253,4

    2,465,100  
    3,760,000  

First Lien Term Loan, 6.250% (3-Month USD Libor+550 basis points), 10/15/20252,3,4

    3,722,400  
    1,466,250  

Q Holding Co. First Lien Term Loan, 6.000% (3-Month USD Libor+500 basis points), 12/20/20232,3,4

    1,449,755  
       

RCS Industrials

       
    285,714  

Revolver, 0.500%, 1/31/20254,5

    285,714  
    1,688,571  

First Lien Term Loan, 6.000% (3-Month USD Libor+500 basis points), 1/31/20253,4,6

    1,688,571  

 

See accompanying Notes to Consolidated Financial Statements.

 

24

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021 (Continued)

 

 

 

Principal
Amount

     

Value

 
       

SENIOR SECURED LOANS (Continued)

       
       

INDUSTRIALS (Continued)

       
  $ 17,000,000  

Retail Services WIS Corporation Delayed Draw, 8.750% (3-Month USD Libor+775 basis points), 5/20/20253,4

  $ 16,830,000  
       

RQM Buyer, Inc.

       
    4,687,500  

Delayed Draw, 1.000%, 8/12/20234,5

    4,640,625  
    20,261,719  

First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 8/12/20263,4

    20,059,102  
       

S4T Holdings Corp.

       
    4,545,455  

First Lien Term Loan, 1.000%, 12/27/20264,5

    4,522,727  
    15,454,546  

First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 12/27/20263,4

    15,222,727  
    10,000,000  

Safety Products Holdings, LLC First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 12/15/20263

    9,775,000  
       

Seko Global Logistics Network, LLC

       
    58,596  

Revolver, 0.500%, 12/30/20264,5

    57,717  
    6,121  

Revolver, 6.000% (3-Month USD Libor+500 basis points), 12/30/20263,4,5

    6,029  
  EUR 10,569,991  

Seko Worldwide, LLC First Lien Term Loan, 6.000% (1-Month EUR Libor+500 basis points), 12/30/20263,4

    11,852,733  
       

Sonny’s Enterprises, LLC

       
    548,780  

Revolver, 0.500%, 8/5/20252,4,5

    548,780  
    91,464  

Revolver, 8.000% (3-Month USD Libor+700 basis points), 8/5/20252,3,4,5

    91,464  
    6,525,000  

Delayed Draw, 1.000%, 8/5/20262,5

    6,394,500  
    2,175,000  

First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 8/5/20262,3,4

    2,131,500  
    905,488  

Delayed Draw, 7.750% (3-Month USD Libor+675 basis points), 8/5/20262,3,4

    905,488  
    5,870,808  

First Lien Term Loan, 7.750% (3-Month USD Libor+675 basis points), 8/5/20262,3,4

    5,870,808  
       

Spartronics LLC

       
    1,441,631  

Revolver, 0.500%, 12/31/20252,4,5

    1,430,819  
    837,871  

Revolver, 0.500%, 12/31/20254,5

    831,587  
    1,205,428  

Revolver, 5.500% (3-Month USD Libor+475 basis points), 12/31/20252,3,4,5

    1,196,387  
    4,537,858  

First Lien Term Loan, 5.500% (3-Month USD Libor+475 basis points), 12/31/20252,3,4

    4,503,824  
    700,591  

Revolver, 5.500% (3-Month USD Libor+475 basis points), 12/31/20253,4,5

    695,336  
    8,348,363  

First Lien Term Loan, 5.500% (3-Month USD Libor+475 basis points), 12/31/20253,4

    8,285,750  
    10,000,000  

Standard Elevator Systems First Lien Term Loan, 6.500% (3-Month USD Libor+575 basis points), 12/2/20273,4

    9,800,000  
    1,750,000  

Sweep Purchaser LLC Delayed Draw, 1.000%, 11/30/20262,4,5

    1,732,500  
    977,500  

Tank Holding Corp. First Lien Term Loan, 4.000% (3-Month USD Libor+400 basis points), 3/26/20261,2,3,4

    971,088  
    133,712  

TecoStar Holdings, Inc. First Lien Term Loan, 4.250% (3-Month USD Libor+325 basis points), 5/1/20241,2,3,4

    132,249  
       

The Vertex Companies, Inc.

       
    1,304,348  

Revolver, 0.500%, 8/31/20264,5

    1,284,783  
    3,913,043  

Delayed Draw, 1.000%, 8/31/20274,5

    3,883,696  
    9,758,152  

First Lien Term Loan, 6.500% (1-Month USD Libor+550 basis points), 8/31/20273,4,15

    9,611,780  

 

See accompanying Notes to Consolidated Financial Statements.

 

25

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021 (Continued)

 

 

 

Principal
Amount

     

Value

 
       

SENIOR SECURED LOANS (Continued)

       
       

INDUSTRIALS (Continued)

       
       

Time Manufacturing Acquisition, LLC

       
  $ 1,369,863  

Revolver, 0.500%, 12/1/20274,5

  $ 1,354,521  
  EUR 11,134,894  

Delayed Draw, 1.000%, 12/1/20274,5

    12,391,119  
  $ 5,215,084  

Delayed Draw, 1.000%, 12/1/20274,5

    5,097,744  
    1,643,836  

Revolver, 7.250% (3-Month USD Libor+650 basis points), 12/1/20273,4,5

    1,625,424  
    18,273,329  

First Lien Term Loan, 7.250% (3-Month USD Libor+650 basis points), 12/1/20273,4

    17,862,179  
       

Titan Group Holdco, LLC

       
    2,000,000  

Revolver, 0.500%, 8/12/20274,5

    1,980,000  
    2,500,000  

Delayed Draw, 1.000%, 8/12/20274,5

    2,475,000  
    2,500,000  

Delayed Draw, 1.000%, 8/12/20274,5

    2,475,000  
    3,750,000  

Delayed Draw, 1.000%, 8/12/20274,5

    3,712,500  
    500,000  

Revolver, 5.500% (3-Month USD Libor+450 basis points), 8/12/20273,4,5

    495,000  
    8,750,000  

First Lien Term Loan, 5.500% (3-Month USD Libor+450 basis points), 8/12/20273,4

    8,662,500  
       

Transtar Holding Company

       
    1,448,276  

Delayed Draw, 1.000%, 1/22/20272,4,5

    1,433,793  
    10,472,586  

First Lien Term Loan, 8.000% (1-Month USD Libor+700 basis points), 1/22/20272,3,4

    10,367,860  
       

Trident Maritime Systems, Inc.

       
    1,444,444  

Revolver, 1.000%, 2/26/20272,4,5

    1,437,222  
    13,453,889  

First Lien Term Loan, 6.500% (1-Month USD Libor+550 basis points), 2/26/20272,3,4

    13,386,619  
    4,980,927  

Trystar, Inc. First Lien Term Loan, 6.000% (3-Month USD Libor+500 basis points), 9/28/20233,4

    4,951,041  
    14,598,913  

TSL Engineered Products, LLC First Lien Term Loan, 5.500% (3-Month USD Libor+475 basis points), 1/8/20282,3,4

    14,562,416  
    7,350,000  

Twin Brook Aerospace First Lien Term Loan, 8.250% (1-Month USD Libor+725 basis points), 12/6/20242,3,4,6

    7,324,275  
       

USRP Holdings, Inc.

       
    634,409  

Revolver, 0.500%, 7/3/20272,4,5

    621,720  
    6,892,844  

Delayed Draw, 1.000%, 7/3/20272,4,5

    6,754,987  
    2,015,202  

Delayed Draw, 6.250% (3-Month USD Libor+550 basis points), 7/3/20272,3,4,5

    1,974,898  
    10,752  

Revolver, 6.250% (3-Month USD Libor+550 basis points), 7/3/20272,3,4,5

    10,538  
    14,545,792  

First Lien Term Loan, 6.250% (3-Month USD Libor+550 basis points), 7/3/20272,3,4

    14,254,876  
  EUR 1,300,000  

UTAC Group First Lien Term Loan, 5.250% (3-Month EUR Libor+575 basis points), 9/29/20272,3,4

    1,471,084  
    17,194,737  

Valcourt Holdings II, LLC First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 1/7/20272,3,4

    17,108,763  
       

VLS Recovery Services, LLC

       
    2,040,816  

Revolver, 0.500%, 10/17/20244,5

    2,020,408  
    5,952,381  

Delayed Draw, 1.000%, 10/17/20244,5

    5,892,857  
    191,327  

Revolver, 6.500% (1-Month USD Libor+550 basis points), 10/17/20243,4,5

    189,413  
    16,815,476  

First Lien Term Loan, 6.500% (1-Month USD Libor+550 basis points), 10/17/20243,4

    16,647,321  

 

See accompanying Notes to Consolidated Financial Statements.

 

26

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021 (Continued)

 

 

 

Principal
Amount

     

Value

 
       

SENIOR SECURED LOANS (Continued)

       
       

INDUSTRIALS (Continued)

       
       

VRC Companies, LLC

       
  $ 625,000  

Revolver, 0.500%, 6/29/20274,5

  $ 612,500  
    1,890,625  

Delayed Draw, 1.000%, 6/29/20274,5

    1,852,813  
    1,233,793  

Delayed Draw, 6.250% (3-Month USD Libor+550 basis points), 6/29/20273,4,5

    1,209,117  
    18,656,250  

First Lien Term Loan, 6.250% (3-Month USD Libor+550 basis points), 6/29/20273,4,16

    18,283,125  
              1,142,148,789  
       

MATERIALS — 4.8%

       
    1,380,869  

ADG Acquisiton, LLC Delayed Draw, 6.875% (3-Month USD Libor+588 basis points), 12/14/20232,3,4

    1,365,225  
    25,000,000  

Airnov, Inc. First Lien Term Loan, 6.000% (3-Month USD Libor+500 basis points), 12/19/20252,3,4

    25,000,000  
    1,193,004  

Anchor Packaging LLC First Lien Term Loan, 4.091% (1-Month USD Libor+400 basis points), 7/18/20261,2,3,4

    1,187,039  
       

Answer Acquisition, LLC

       
    1,333,571  

Revolver, 0.500%, 12/29/20262,4,5

    1,306,900  
    17,336,429  

First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 12/29/20262,3,4

    16,989,700  
       

Berlin Packaging LLC

       
  EUR 4,527,699  

Second Lien Term Loan, 1.000%, 11/7/20264,5

    5,090,053  
  EUR 13,068,750  

Second Lien Term Loan, 7.000% (3-Month USD Libor+700 basis points), 11/7/20263,4

    14,505,955  
    9,950,000  

Colonial Bag, LLC Incremental Term Loan, 6.000% (3-Month USD Libor+500 basis points), 9/3/20252,3,4

    9,950,000  
       

Consolidated Label Co.

       
    1,339,286  

Revolver, 0.500%, 7/15/20262,4,5

    1,332,589  
    578,516  

Revolver, 0.500%, 7/15/20262,4,5

    575,623  
    3,703,712  

First Lien Term Loan, 6.000% (3-Month USD Libor+500 basis points), 7/15/20262,3,4

    3,685,193  
    4,987,500  

Incremental Term Loan, 6.000% (3-Month USD Libor+500 basis points), 7/15/20262,3,4

    4,962,562  
    8,574,056  

First Lien Term Loan, 6.000% (3-Month USD Libor+500 basis points), 7/15/20262,3,4

    8,531,186  
    3,312,401  

Cyxtera Equipment Leases First Lien Term Loan, 8.250%, (3-Month USD Libor+825 basis points), 1/1/20244

    3,312,401  
    557,355  

Helix Acquisition Holdings, Inc. First Lien Term Loan, 4.000% (3-Month USD Libor+300 basis points), 9/29/20241,3,4

    545,080  
    7,807,794  

HPS Materials First Lien Term Loan, 6.875% (3-Month USD Libor+588 basis points), 12/14/20232,3,4,6

    7,719,340  
    8,000,000  

IG Investment Holdings, LLC First Lien Term Loan, 6.000% (3-Month USD Libor+500 basis points), 11/2/20263,4

    7,840,000  
    3,500,000  

North Haven Goldfinc First Lien Term Loan, 11.750%, (3-Month USD Libor+1,175 basis points), 9/17/20244

    3,395,000  
       

Olympic Buyer, Inc.

       
    2,352,941  

Revolver, 0.500%, 6/30/20262,4,5

    2,299,529  
    17,647,059  

First Lien Term Loan, 5.000% (1-Month USD Libor+425 basis points), 6/30/20282,3,4

    17,246,471  
    9,000,000  

First Lien Term Loan, 5.000% (3-Month USD Libor+425 basis points), 6/30/20283,4

    8,820,000  

 

See accompanying Notes to Consolidated Financial Statements.

 

27

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021 (Continued)

 

 

 

Principal
Amount

     

Value

 
       

SENIOR SECURED LOANS (Continued)

       
       

MATERIALS (Continued)

       
  EUR 12,701,000  

Optimum Group First Lien Term Loan, 5.500% (3-Month EUR Libor+575 basis points), 6/16/20283,4

  $ 14,184,518  
  $ 980,000  

Pregis TopCo LLC First Lien Term Loan, 4.090% (1-Month USD Libor+400 basis points), 8/1/20261,2,3,4

    982,260  
       

Technimark Holdings, LLC

       
    12,750,000  

Second Lien Term Loan, 7.500% (3-Month USD Libor+675 basis points), 7/9/20293,4

    12,431,250  
    2,250,000  

Second Lien Term Loan, 7.500% (3-Month USD Libor+675 basis points), 7/9/20294,5

    2,221,875  
       

Tilley Chemical Co., Inc.

       
    622,222  

Revolver, 0.500%, 12/31/20262,4,5

    616,000  
    5,333,333  

Delayed Draw, 7.000% (3-Month USD Libor+600 basis points), 12/31/20262,3,4

    5,306,667  
    933,334  

Revolver, 7.000% (3-Month USD Libor+600 basis points), 12/31/20262,3,4,5

    924,000  
    19,063,124  

First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 12/31/20262,3,4

    18,872,493  
    25,000,000  

USALCO, LLC First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 10/19/20272,3,4

    24,750,000  
              225,948,909  
       

REAL ESTATE — 0.9%

       
    20,000,000  

Associations, Inc. First Lien Term Loan, 7.500% (3-Month USD Libor+650 basis points), 7/2/20273

    19,716,000  
       

CRS TH Holdings Corp

       
    4,237,288  

Revolver, 0.500%, 12/1/20272,4,5

    4,194,915  
    6,355,932  

Delayed Draw, 1.000%, 12/1/20272,4,5

    6,324,153  
    14,406,780  

First Lien Term Loan, 5.750% (3-Month USD Libor+475 basis points), 12/1/20272,3,4

    14,262,712  
              44,497,780  
       

TECHNOLOGY — 19.5%

       
       

1WorldSync, Inc.

       
    145,384  

Delayed Draw, 6.750% (3-Month USD Libor+575 basis points), 7/8/20253,4

    145,384  
    5,779,577  

First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 7/8/20252,3,4

    5,779,577  
    5,000,000  

First Lien Term Loan, 6.750% (3-Month USD Libor+625 basis points), 7/8/20253,4

    5,000,000  
    9,975,000  

AG-Twin Brook Technology First Lien Term Loan, 6.250% (3-Month USD Libor+525 basis points), 10/29/20262,3,4

    9,825,375  
       

AIDC Acquisition, LLC

       
    5,892,201  

First Lien Term Loan, 4.000% (3-Month USD Libor+300 basis points), 4/1/20263,4

    5,833,279  
    7,980,000  

First Lien Term Loan, 8.053% (3-Month USD Libor+705 basis points), 4/1/20262,3,4

    7,880,250  
    15,000,000  

First Lien Term Loan, 8.090% (1-Month USD Libor+709 basis points), 4/1/20263,4

    14,850,000  
       

Appfire Technologies, LLC

       
    13,376,571  

Delayed Draw, 1.000%, 3/9/20274,5

    13,327,078  
    4,623,429  

First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 3/9/20273,4,5

    4,606,322  
       

Applied Technical Services

       
    681,818  

Revolver, 0.500%, 12/29/20262,4,5

    680,318  
    3,068,182  

Delayed Draw, 1.000%, 12/29/20264,5

    3,068,182  
    3,409,091  

Delayed Draw, 1.000%, 12/29/20264,5

    3,409,091  
    2,272,727  

Delayed Draw, 6.750% (3-Month USD Libor+575 basis points), 12/29/20262,3,4

    2,267,727  
    227,273  

Revolver, 6.750% (3-Month USD Libor+575 basis points), 12/29/20262,3,4,5

    226,773  

 

See accompanying Notes to Consolidated Financial Statements.

 

28

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021 (Continued)

 

 

 

Principal
Amount

     

Value

 
       

SENIOR SECURED LOANS (Continued)

       
       

TECHNOLOGY (Continued)

       
  $ 6,767,045  

First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 12/29/20262,3,4

  $ 6,752,158  
    340,909  

Delayed Draw, 6.750% (3-Month USD Libor+575 basis points), 12/29/20263,4,5

    340,909  
    19,995,543  

Revalize, Inc. Delayed Draw, 6.250% (3-Month USD Libor+525 basis points), 4/15/20273,4

    19,867,092  
    5,259,615  

AQA Acquisition Holding, Inc. Second Lien Term Loan, 8.000% (3-Month USD Libor+750 basis points), 3/3/20293,4

    5,196,500  
    14,887,500  

Arcstor Midco LLC First Lien Term Loan, 8.000% (3-Month USD Libor+700 basis points), 3/16/20272,3,4

    14,628,458  
    8,045,022  

ATP Intermediate, Inc. First Lien Term Loan, 8.725% (3-Month USD Libor+773 basis points), 6/16/20252,3,4

    7,964,571  
    2,467,526  

AVI-SPL First Lien Term Loan, 6.375% (3-Month USD Libor+538 basis points), 3/10/20272,3,4

    2,440,179  
       

Benefit Street Technology

       
    2,666,667  

Revolver, 0.500%, 10/1/20262,4,5

    2,613,333  
    25,000,000  

First Lien Term Loan, 6.250% (3-Month USD Libor+525 basis points), 10/1/20272,3,4

    24,500,000  
       

Bounteous, Inc.

       
    1,488,000  

Revolver, 0.500%, 8/2/20272,4,5

    1,458,240  
    4,300,000  

Delayed Draw, 1.000%, 8/2/20274,5

    4,257,000  
    4,500,000  

Delayed Draw, 6.000% (3-Month USD Libor+500 basis points), 8/2/20272,3,4

    4,444,200  
    312,000  

Revolver, 6.000% (3-Month USD Libor+500 basis points), 8/2/20272,3,4,5

    305,760  
    8,700,000  

First Lien Term Loan, 6.000% (3-Month USD Libor+500 basis points), 8/2/20272,3,4

    8,526,000  
    2,150,000  

First Lien Term Loan, 6.000% (3-Month USD Libor+500 basis points), 8/2/20273,4

    2,107,000  
       

BusinesSolver.com, Inc.

       
    1,378,788  

Delayed Draw, 1.000%, 12/1/20272,4,5

    1,371,894  
    5,121,212  

First Lien Term Loan, 6.500% (3-Month USD Libor+575 basis points), 12/1/20272,3,4

    5,070,000  
       

Captify Intermediate Holdings Corp.

       
    2,500,000  

Delayed Draw, 1.000%, 7/12/20264,5

    2,481,250  
    8,728,125  

First Lien Term Loan, 9.000% (3-Month USD Libor+800 basis points), 7/12/20263

    8,597,203  
       

CEB Acquisitionco, LLC

       
    2,500,000  

First Lien Term Loan, 4.750% (3-Month USD Libor+375 basis points), 12/21/20273,4

    2,475,000  
    2,500,000  

Last Out Term Loan, 8.750% (3-Month USD Libor+575 basis points), 12/21/20273,4

    2,437,500  
    1,950,000  

Clarus First Lien Term Loan, 7.500% (3-Month USD Libor+650 basis points), 7/1/20252,3,4

    1,917,045  
       

Cleo Communications Holding, LLC

       
    2,140,000  

Revolver, 0.500%, 6/9/20274,5

    2,136,362  
    12,827,850  

First Lien Term Loan, 7.750% (3-Month USD Libor+675 basis points), 6/9/20273,4,16

    12,806,043  
  GBP 3,613,000  

SSCP Pegasus Bidco Ltd. First Lien Term Loan, 6.915% (3-Month GBP Libor+675 basis points), 12/14/20273,4

    4,900,143  
    10,000,000  

Conservice Midco, LLC Second Lien Term Loan, 7.851% (3-Month USD Libor+775 basis points), 5/13/20283,4

    10,000,000  
       

DataLink, LLC

       
    846,774  

Revolver, 0.500%, 11/20/20262,4,5

    846,774  
    1,185,484  

Delayed Draw, 1.000%, 11/20/20262,4,5

    1,185,484  

 

See accompanying Notes to Consolidated Financial Statements.

 

29

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021 (Continued)

 

 

 

Principal
Amount

     

Value

 
       

SENIOR SECURED LOANS (Continued)

       
       

TECHNOLOGY (Continued)

       
  $ 6,381,855  

First Lien Term Loan, 7.250% (3-Month USD Libor+625 basis points), 11/20/20262,3,4

  $ 6,381,855  
    12,500,000  

DCert Buyer, Inc. Second Lien Term Loan, 7.090% (1-Month USD Libor+700 basis points), 2/24/20293,4

    12,552,063  
       

Diligent Corporation

       
    5,955,000  

First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 8/4/20253,4,15

    5,910,338  
    4,367,000  

First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 8/4/20253,4,15

    4,334,684  
    1,254,400  

Delayed Draw, 1.000%, 8/24/20254,5

    1,245,117  
    344,736  

Delayed Draw, 6.750% (3-Month USD Libor+575 basis points), 8/24/20253,4,5

    342,185  
       

Follett School Solutions

       
    920,223  

Revolver, 0.500%, 8/31/20274,5

    901,818  
    690,167  

Revolver, 6.500% (3-Month USD Libor+575 basis points), 8/31/20273,4,5

    676,364  
    18,389,610  

First Lien Term Loan, 6.500% (3-Month USD Libor+575 basis points), 8/31/20283,4,15

    18,021,818  
       

Gainsight, Inc.

       
    2,625,000  

Revolver, 0.500%, 7/30/20274,5

    2,579,063  
    15,000,000  

First Lien Term Loan, 7.000% (3-Month USD Libor+625 basis points), 7/30/20273,4,15

    14,737,500  
  SEK 11,250,000  

Goldcup 25952 AB First Lien Term Loan, 5.756% (3-Month SEK Stibor+575 basis points), 8/18/20273,4

    1,231,683  
       

GovBrands Intermediate, Inc.

       
    917,000  

Revolver, 0.500%, 4/4/20274,5

    894,075  
    545,455  

Revolver, 0.500%, 4/4/20272,4,5

    531,818  
    905,972  

Delayed Draw, 1.000%, 4/4/20274,5

    886,901  
    718,182  

Delayed Draw, 1.000%, 4/4/20272,4,5

    703,064  
    1,961,028  

Delayed Draw, 6.250% (3-Month USD Libor+550 basis points), 4/4/20273,4,5

    1,919,749  
    8,694,210  

First Lien Term Loan, 6.250% (3-Month USD Libor+550 basis points), 4/4/20273,4,15

    8,476,855  
    1,554,545  

Delayed Draw, 6.250% (1-Month USD Libor+550 basis points), 4/4/20272,3,4,5

    1,521,822  
    272,727  

Revolver, 6.250% (1-Month USD Libor+550 basis points), 4/4/20272,3,4,5

    265,909  
    6,909,091  

First Lien Term Loan, 6.250% (1-Month USD Libor+550 basis points), 4/4/20272,3,4

    6,736,364  
       

GraphPAD Software, LLC

       
    4,411,765  

Delayed Draw, 1.000%, 11/29/20232,4,5

    4,367,647  
    8,088,235  

First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 4/6/20292,3,4

    8,007,353  
       

Hawkeye AcquisitionCo, LLC

       
    500,000  

Revolver, 0.500%, 11/19/20262,4,5

    497,500  
    3,980,000  

Delayed Draw, 7.250% (3-Month USD Libor+625 basis points), 11/19/20262,3,4

    3,960,100  
    5,445,000  

First Lien Term Loan, 7.250% (3-Month USD Libor+625 basis points), 11/19/20262,3,4

    5,417,775  
    20,000,000  

HCSS First Lien Term Loan, 6.500% (3-Month USD Libor+575 basis points), 11/16/20283,4

    19,600,000  
       

Help Systems Holdings, Inc.

       
    2,474,886  

First Lien Term Loan, 5.750% (3-Month USD Libor+475 basis points), 11/19/20262,3

    2,469,479  
    10,000,000  

Second Lien Term Loan, 7.500% (3-Month USD Libor+675 basis points), 11/19/20273,4

    10,054,000  
    1,990,000  

HotSchedules First Lien Term Loan, 7.750% (3-Month USD Libor+675 basis points), 7/9/20252,3,4

    1,965,350  

 

See accompanying Notes to Consolidated Financial Statements.

 

30

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021 (Continued)

 

 

 

Principal
Amount

     

Value

 
       

SENIOR SECURED LOANS (Continued)

       
       

TECHNOLOGY (Continued)

       
  GBP 18,960,407  

HPS Technology First Lien Term Loan, 5.260% (3-Month GBP Libor+550 basis points), 9/30/20262,3,4

  $ 25,022,193  
  GBP 7,523,888  

First Lien Term Loan, 6.560% (6-Month GBP Libor+625 basis points), 9/15/20272,3,4,6

    10,183,931  
  $ 7,406,003  

HS Purchaser LLC First Lien Term Loan, 5.750% (1-Month USD Libor+475 basis points), 11/19/20261,2,3

    7,389,821  
    1,465,971  

Idera, Inc. First Lien Term Loan, 4.500% (1-Month USD Libor+350 basis points), 3/2/20281,2,3,4

    1,467,598  
       

Imagine Acquisitionco, Inc.

       
    1,157,556  

Revolver, 0.500%, 11/16/20272,4,5

    1,145,981  
    1,607,717  

Delayed Draw, 1.000%, 11/16/20272,4,5

    1,599,678  
    7,234,727  

First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 11/16/20272,3,4

    7,162,379  
       

IG Investments

       
    361,272  

Revolver, 0.500%, 9/22/20282,4,5

    354,046  
    361,271  

Revolver, 6.750% (3-Month USD Libor+600 basis points), 9/22/20282,3,4,5

    354,046  
    9,277,457  

First Lien Term Loan, 6.750% (3-Month USD Libor+600 basis points), 9/22/20282,3,4

    9,091,908  
       

insightsoftware

       
    366,345  

Revolver, 0.500%, 5/24/20244,5

    364,696  
    331,455  

Revolver, 5.750% (3-Month USD Libor+475 basis points), 5/24/20243,4,5

    329,964  
    22,540,616  

First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 5/24/20243,4,15,16

    22,439,184  
    4,661,000  

Delayed Draw, 1.000%, 12/2/20264,5

    4,649,348  
    972,431  

Intermedia Holdings, Inc. First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 7/19/20251,2,3,4

    955,413  
    7,000,000  

Ivanti Software, Inc. Second Lien Term Loan, 7.250% (3-Month USD Libor+625 basis points), 12/1/20282,3,4

    6,783,700  
       

Jigsaw Bidco AS

       
  NOK 139,882  

First Lien Term Loan, 0.000%, 5/3/20244,5,17

    15,673  
  NOK 13,269,468  

First Lien Term Loan, 7.830% (3-Month NOK Nibor+725 basis points), 5/3/20243,4,5,17

    1,486,812  
       

Kona Buyer, LLC

       
    9,527,273  

First Lien Term Loan, 6.250% (3-Month USD Libor+550 basis points), 12/11/20272,3,4

    9,527,273  
    10,000,000  

First Lien Term Loan, 6.250% (3-Month USD Libor+550 basis points), 12/11/20273,4

    10,000,000  
       

LMG Holdings, Inc.

       
    285,714  

Revolver, 0.500%, 4/30/20262,4,5

    282,857  
    4,690,714  

First Lien Term Loan, 7.500% (3-Month USD Libor+650 basis points), 4/30/20262,3,4

    4,643,807  
    19,500,000  

Mandolin Technology Intermediate Holdings, Inc. Second Lien Term Loan, 7.000% (3-Month USD Libor+650 basis points), 7/30/20293,4

    19,402,500  
       

Marlin DTC-LS Midco 2, LLC

       
    17,325,000  

First Lien Term Loan, 7.500% (3-Month USD Libor+650 basis points), 7/1/20252,3,4

    17,032,208  
    2,992,500  

First Lien Term Loan, 7.500% (3-Month USD Libor+650 basis points), 7/1/20253,4

    2,941,927  
  SEK 11,346,704  

Mefla 3 AB First Lien Term Loan, 9.000% PIK (3-Month SEK Stibor+800 basis points), 9/1/20233,4,5,17

    1,238,265  

 

See accompanying Notes to Consolidated Financial Statements.

 

31

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021 (Continued)

 

 

 

Principal
Amount

     

Value

 
       

SENIOR SECURED LOANS (Continued)

       
       

TECHNOLOGY (Continued)

       
  GBP 221,570  

Mefla UK Limited First Lien Term Loan, 9.000% PIK (3-Month GBP Libor+800 basis points), 9/1/20233,4,5,17

  $ 295,743  
  GBP 3,024  

First Lien Term Loan, 0.000%, 9/1/20234,5

    4,036  
  SEK 156,822  

First Lien Term Loan, 0.000%, 9/1/20234,5

    17,114  
  $ 21,000,000  

Merlin International, Inc. First Lien Term Loan, 10.000% (3-Month USD Libor+700 basis points), 8/6/20233,4

    20,160,000  
       

Ministry Brands Merger Sub, LLC

       
    1,694,915  

Revolver, 0.500%, 12/27/20274,5

    1,661,017  
    5,649,718  

Delayed Draw, 1.000%, 12/27/20284,5

    5,593,220  
    17,655,367  

First Lien Term Loan, 6.250% (3-Month USD Libor+550 basis points), 12/27/20283,4

    17,302,260  
    16,557,353  

Motus, LLC Second Lien Term Loan, 7.250% (3-Month USD Libor+650 basis points), 12/10/20293,4

    16,391,779  
    487,406  

NAVEX TopCo, Inc. First Lien Term Loan, 3.350% (3-Month USD Libor+325 basis points), 9/5/20251,2,3,4

    484,513  
       

New Era Technology

       
    152,022  

Revolver, 0.500%, 10/31/20262,4,5

    152,706  
    672,697  

Delayed Draw, 1.000%, 10/31/20262,4,5

    675,724  
    3,157,590  

First Lien Term Loan, 7.250% (3-Month USD Libor+625 basis points), 10/31/20262,3,4

    3,171,799  
    1,354,372  

Delayed Draw, 7.250% (3-Month USD Libor+625 basis points), 10/31/20262,3,4,5

    1,360,467  
    76,011  

Revolver, 7.250% (3-Month USD Libor+625 basis points), 10/31/20262,3,4,5

    76,353  
    10,000,000  

Options Technology Ltd. First Lien Term Loan, 5.500% (3-Month USD Libor+450 basis points), 12/26/20253,4

    9,800,000  
       

PCS Software, Inc.

       
    363,714  

Revolver, 7.250% (3-Month USD Libor+575 basis points), 7/1/20243,4

    363,714  
    4,912,500  

First Lien Term Loan, 7.250% (3-Month USD Libor+575 basis points), 7/1/20243,4

    4,912,500  
    9,939,086  

PDI TA Holdings, Inc. First Lien Term Loan, 5.500% (3-Month USD Libor+450 basis points), 10/24/20243,4

    9,790,000  
       

PDQ

       
    1,764,706  

Revolver, 0.500%, 8/27/20274,5

    1,733,824  
    7,395,882  

Delayed Draw, 6.000% (3-Month USD Libor+550 basis points), 8/27/20273,4

    7,266,454  
    10,796,471  

First Lien Term Loan, 6.000% (3-Month USD Libor+550 basis points), 8/27/20273,4,15

    10,607,532  
       

Pegasus Global Enterprise Holdings, LLC

       
    1,944,167  

Delayed Draw, 0.500%, 5/29/20252,4,5

    1,929,586  
    101,301  

Delayed Draw, 7.250% (3-Month USD Libor+625 basis points), 5/29/20252,3,4,5

    100,541  
    2,761,863  

First Lien Term Loan, 7.250% (3-Month USD Libor+625 basis points), 5/29/20252,3,4

    2,741,149  
       

ProcessUnity Holdings, LLC

       
    1,000,000  

Revolver, 0.500%, 9/24/20284,5

    980,000  
    1,000,000  

Delayed Draw, 1.000%, 9/24/20284,5

    990,000  
    5,000,000  

First Lien Term Loan, 6.750% (3-Month USD Libor+600 basis points), 9/24/20283,4

    4,900,000  

 

See accompanying Notes to Consolidated Financial Statements.

 

32

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021 (Continued)

 

 

 

Principal
Amount

     

Value

 
       

SENIOR SECURED LOANS (Continued)

       
       

TECHNOLOGY (Continued)

       
  $ 4,936,387  

Q-Centrix LLC First Lien Term Loan, 5.500% (3-Month USD Libor+450 basis points), 11/30/20242,3,4

  $ 4,936,387  
       

Quantic Electronics, LLC

       
    428,397  

Revolver, 0.500%, 11/19/20264,5

    426,255  
    1,419,994  

Delayed Draw, 1.000%, 11/19/20264,5

    1,412,894  
    1,997,149  

Delayed Draw, 7.250% (3-Month USD Libor+625 basis points), 11/19/20263,4,5

    1,987,163  
    3,682,420  

First Lien Term Loan, 7.250% (3-Month USD Libor+625 basis points), 11/19/20263,4

    3,664,008  
       

Questel International

       
  EUR 2,153,391  

First Lien Term Loan, 6.250% (3-Month EUR Libor+525 basis points), 12/17/20272,3,4

    2,441,687  
  EUR 8,850,000  

First Lien Term Loan, 6.250% (3-Month EUR Libor+525 basis points), 12/17/20273,4

    10,034,836  
       

Ranger Buyer, Inc.

       
    1,538,462  

Revolver, 0.500%, 11/18/20274,5

    1,523,077  
    384,615  

Revolver, 7.000% (3-Month USD Libor+625 basis points), 11/18/20273,4,5

    380,769  
    23,076,923  

First Lien Term Loan, 7.000% (3-Month USD Libor+625 basis points), 11/18/20283,4,16

    22,846,154  
    2,219,979  

RCS Technology First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 2/28/20253,4,6

    2,219,979  
       

Revalize, Inc.

       
    681,000  

Revolver, 0.500%, 4/15/20274,5

    674,190  
    709,375  

Revolver, 0.500%, 4/15/20272,4,5

    702,281  
    6,808,000  

Delayed Draw, 1.000%, 4/15/20274,5

    6,773,960  
    7,092,188  

Delayed Draw, 1.000%, 4/15/20272,4,5

    7,056,727  
    4,511,000  

Delayed Draw, 6.250% (3-Month USD Libor+525 basis points), 4/15/20273,4

    4,465,890  
    4,698,438  

Delayed Draw, 6.250% (3-Month USD Libor+525 basis points), 4/15/20272,3,4

    4,651,453  
    972,431  

RevSpring, Inc. First Lien Term Loan, 4.382% (3-Month USD Libor+425 basis points), 10/11/20251,2,3,4

    970,593  
  GBP 10,996,000  

ERG Bidco, Ltd. First Lien Term Loan, 6.801% (3-Month GBP Libor+675 basis points), 6/25/20283,4

    14,474,296  
       

RPX Corporation

       
    4,612,500  

First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 10/23/20252,3,4

    4,508,719  
    8,000,000  

First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 10/23/20253,4

    7,820,000  
    441,586  

S2P Acquisition Borrower, Inc. First Lien Term Loan, 4.104% (3-Month USD Libor+400 basis points), 8/14/20261,2,3,4

    441,942  
       

Safety Borrower Holdings

       
    677,966  

Revolver, 0.500%, 9/1/20272,4,5

    671,186  
    1,694,915  

Delayed Draw, 1.000%, 9/1/20272,4,5

    1,686,441  
    7,627,119  

First Lien Term Loan, 6.750% (3-Month USD Libor+575 basis points), 9/1/20272,3,4

    7,550,847  

 

See accompanying Notes to Consolidated Financial Statements.

 

33

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021 (Continued)

 

 

 

Principal
Amount

     

Value

 
       

SENIOR SECURED LOANS (Continued)

       
       

TECHNOLOGY (Continued)

       
       

Sherlock Buyer Corp.

       
  $ 821,100  

Revolver, 0.500%, 12/8/20272,4,5

  $ 804,678  
    2,052,750  

Delayed Draw, 1.000%, 12/8/20282,4,5

    2,032,223  
    7,116,200  

First Lien Term Loan, 6.500% (3-Month USD Libor+575 basis points), 12/8/20282,3,4

    6,973,876  
    5,600,000  

SitusAMC Holdings Corporation First Lien Term Loan, 6.500% (3-Month USD Libor+575 basis points), 12/22/20272,3

    5,544,000  
    1,473,750  

Smartlinx Solutions, LLC First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 3/5/20263,4

    1,456,285  
    13,000,000  

Solera Global Holdings Second Lien Term Loan, 9.000% (3-Month USD Libor+800 basis points), 6/4/20293,4

    12,610,533  
       

Syntax Systems Ltd.

       
    1,114,191  

Revolver, 0.500%, 10/29/20262,4,5

    1,103,050  
    866,007  

Revolver, 6.250% (1-Month USD Libor+550 basis points), 10/29/20262,3,4,5

    857,346  
    5,000,000  

First Lien Term Loan, 6.250% (1-Month USD Libor+550 basis points), 10/28/20283,4

    4,950,000  
    4,950,495  

Delayed Draw, 1.000%, 10/29/20282,4,5

    4,900,990  
    18,024,134  

First Lien Term Loan, 6.250% (1-Month USD Libor+550 basis points), 10/29/20282,3,4

    17,843,892  
    1,485,000  

TaxSlayer First Lien Term Loan, 7.000% (3-Month USD Libor+600 basis points), 12/31/20262,3,4

    1,468,223  
    15,000,000  

Twin Brook Technology First Lien Term Loan, 6.500% (3-Month USD Libor+550 basis points), 10/5/20272,3,4

    14,850,000  
  GBP 12,230,216  

UKFast Leaders Limited First Lien Term Loan, 6.918% (3-Month GBP Libor+675 basis points), 9/8/20272,3,4

    16,438,284  
       

Uniguest

       
    526,316  

Revolver, 0.500%, 12/17/20252,4,5

    526,316  
    1,592,105  

Delayed Draw, 1.000%, 12/17/20252,4,5

    1,592,105  
    2,609,020  

Delayed Draw, 8.000% (1-Month USD Libor+700 basis points), 12/17/20252,3,4,5

    2,609,020  
    5,210,526  

First Lien Term Loan, 8.000% (1-Month USD Libor+700 basis points), 12/17/20252,3,4

    5,210,526  
    15,000,000  

Virgin Pulse, Inc. Second Lien Term Loan, 8.000% (3-Month USD Libor+725 basis points), 4/6/20293,4

    14,887,500  
    14,223,733  

Afiniti, Inc. First Lien Term Loan, 11.750% (3-Month USD Libor+1,125 basis points), 6/13/20242,3,4,17

    14,207,092  
    2,431,250  

Worksoft First Lien Term Loan, 8.750% (3-Month USD Libor+775 basis points), 2/22/20253,4

    2,400,271  
              922,630,886  
       

UTILITIES — 0.4%

       
    2,878,076  

TS OpCo Holding LLC First Lien Term Loan, 6.250% (3-Month USD Libor+525 basis points), 9/28/20232,3,4

    2,860,807  
       

Water Holdings Acquisition, LLC

       
    872,877  

Revolver, 0.500%, 12/18/20262,4,5

    855,419  
    412,837  

Revolver, 6.250% (3-Month USD Libor+525 basis points), 12/18/20262,3,4,5

    404,581  
    13,714,286  

First Lien Term Loan, 6.250% (3-Month USD Libor+525 basis points), 12/18/20262,3,4

    13,440,000  
              17,560,807  
       

TOTAL SENIOR SECURED LOANS

       
       

(Cost $4,648,724,420)

    4,654,593,048  

 

See accompanying Notes to Consolidated Financial Statements.

 

34

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021 (Continued)

 

 

 

Number of
Shares

     

Value

 
       

PRIVATE INVESTMENT VEHICLES — 41.2%

       
       

INVESTMENT PARTNERSHIPS — 7.1%

       
    N/A  

AG Direct Lending Fund II L.P.2,10

  $ 18,915,997  
    N/A  

AG Direct Lending Fund III L.P.2,10

    20,335,682  
    N/A  

Annaly Credit Opportunities Onshore Fund, LP2,10

    51,144,216  
    N/A  

Ares Commercial Finance Feeder (A) LP10

    13,135,522  
    N/A  

BARINGS CMS FUND LP10

    15,000,000  
    N/A  

Crescent Mezzanine Partners VIIC, L.P.10

    6,376,274  
    N/A  

Crestline Specialty Lending III (U.S.), LP2,10

    6,883,019  
    N/A  

HPS Mezzanine Partners 2019 LP10

    9,355,616  
    N/A  

HPS Specialty Loan Fund V Feeder LP10

    42,977,780  
    N/A  

Marlin Credit Opportunity Fund LP2,10

    50,838,238  
    N/A  

Providence Debt Fund III (Non-US) L.P.10

    3,916,335  
    N/A  

Raven Asset Based Credit Fund II, LP2,10

    5,074,346  
    N/A  

Silver Point Specialty Credit Fund II, LP10

    35,275,861  
    N/A  

Thompson Rivers, LLC10

    20,564,423  
    N/A  

Varagon Capital Direct Lending Fund10

    10,201,688  
    N/A  

Vista Credit Partner Fund III LP2,10

    16,609,395  
    N/A  

Waccamaw River, LLC10

    6,896,297  
              333,500,689  
       

JOINT VENTURES — 2.0%

       
    N/A  

FBLC Senior Loan Fund LLC10

    81,621,414  
    N/A  

Middle Market Credit Fund II, LLC10

    15,273,674  
              96,895,088  
       

NON-LISTED BUSINESS DEVELOPMENT COMPANIES — 22.1%

       
    3,460,444  

Barings Capital Investment Corporation2,10

    76,926,005  
    34,693,370  

Barings Private Credit Corporation10,14

    708,635,237  
    5,892,548  

Franklin BSP Lending Corporation2,10

    44,754,531  
    766,667  

Golub Capital Direct Lending Corp.10,14

    11,508,435  
    1,450,326  

Morgan Stanley Direct Lending Fund10

    33,875,734  
    8,000,000  

New Mountain Guardian III BDC, LLC2,10

    81,281,656  
    5,376,344  

Owl Rock Core Income Corp.10

    50,088,711  
    2,119,509  

Owl Rock Technology Finance Corp.10

    38,669,900  
    64,286  

Owl Rock Technology Finance Corp. II10

    964,289  
              1,046,704,498  
       

PRIVATE COLLATERALIZED LOAN OBLIGATION — 9.2%

       
    N/A  

BlackRock Shasta CLO VII10

    256,096,120  
    N/A  

Varagon Structured Note Issuer I LLC2,10

    176,280,548  
              432,376,668  
       

PRIVATE EQUITY — 0.0%

       
    1  

Owl Rock Capital Technology Holdings II LLC4

    1,857,735  
                 

 

See accompanying Notes to Consolidated Financial Statements.

 

35

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021 (Continued)

 

 

 

Number of
Shares

     

Value

 
       

PRIVATE INVESTMENT VEHICLES (Continued)

       
       

SPECIAL PURPOSE VEHICLE FOR SENIOR SECURED BONDS — 0.8%

       
    N/A  

17Capital Co-Invest (B) SCSp10

  $ 24,986,888  
    N/A  

Endurance II L.P.10

    10,083,487  
    N/A  

Proxima Onshore Co-Invest, L.P.10

    586,234  
              35,656,609  
       

TOTAL PRIVATE INVESTMENT VEHICLES

       
       

(Cost $1,892,929,463)

    1,946,991,287  
 

Principal
Amount

           
       

COLLATERALIZED LOAN OBLIGATIONS — 2.1%

       
  $ 12,000,000  

ABPCI Direct Lending Fund CLO X LP 10.601% (3-Month USD Libor+1,047 basis points), 1/20/20321,3,7

    12,025,200  
       

BlackRock Elbert CLO V Ltd.

       
    39,500,000  

6.690%, 12/15/2031*1,7,11

    40,308,249  
    11,000,000  

9.603% (3-Month USD Libor+940 basis points), 12/15/20311,3,7

    11,079,534  
    10,000,000  

Monroe Capital MML CLO IX Ltd. 8.828% (3-Month USD Libor+870 basis points), 10/22/20311,3,7,12

    10,050,574  
    2,910,000  

Monroe Capital MML CLO VII Ltd. 7.410% (3-Month USD Libor+725 basis points), 11/22/20301,3,7

    2,893,730  
    15,000,000  

Monroe Capital MML CLO VIII, Ltd. 14.000%, 11/22/2033*,1,4,7,11

    12,993,000  
       

Monroe Capital MML CLO X Ltd.

       
    5,000,000  

7.060% (3-Month USD Libor+690 basis points), 8/20/20311,3,4,7,12

    5,052,328  
    3,000,000  

9.010% (3-Month USD Libor+885 basis points), 8/20/20311,3,7

    2,999,603  
       

TOTAL COLLATERALIZED LOAN OBLIGATIONS

       
       

(Cost $96,089,932)

    97,402,218  
 

Number of
Shares

           
       

PREFERRED STOCKS — 0.7%

       
       

HEALTH CARE — 0.5%

       
    5,000  

FINThrive Software Preferred Intermediate Holdings, Inc., Series A-2 Preferred, 11.000%4

    4,850,000  
    17,500  

ProPharma Group, LLC: Jayhawk Intermediate LLC, Series B Preferred, 13.000%2,4,19

    16,979,640  
              21,829,640  
       

INDUSTRIALS — 0.1%

       
    2,500  

Atomic Transport, LLC Atomic Blocker, LLC, Class A Preferred, 8.500% PIK4,20

    1,798,139  
    200  

S4T Holdings Corp. Vistria ESS Holdings, LLC, Class A Preferred, 8.000%4,21

    100,000  
              1,898,139  

 

See accompanying Notes to Consolidated Financial Statements.

 

36

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021 (Continued)

 

 

 

Number of
Shares

     

Value

 
       

PREFERRED STOCKS (Continued)

       
       

TECHNOLOGY — 0.1%

       
    6,500  

Mandolin Technology Holdings, Inc., Series A-1, A-2, A-3 Preferred, 10.500%4

  $ 6,305,000  
                 
       

TOTAL PREFERRED STOCKS

       
       

(Cost $30,013,004)

    30,032,779  
 

Principal
Amount

           
       

SUBORDINATED DEBT — 0.3%

       
       

FINANCIALS — 0.3%

       
  $ 5,500,000  

OTR Midco, LLC, 12.000%, 5/12/20264

    5,500,000  
    10,000,000  

LUNA SUB 2 LLC, 9.000%, 12/31/20284

    9,950,000  
              15,450,000  
       

TOTAL SUBORDINATED DEBT

       
       

(Cost $15,450,000)

    15,450,000  
 

Number of
Shares/Units

           
       

COMMON STOCKS — 0.1%

       
       

FINANCIALS — 0.1%

       
    280,309  

Congressional Bancshares Inc., Voting Common4

    4,328,128  
                 
       

INDUSTRIALS — 0.0%

       
    2,188  

Atomic Transport, LLC Atomic Blocker, LLC, Class W Common4,20

    653,096  
    200  

S4T Holdings Corp. Vistria ESS Holdings, LLC, Class A Common4,21

    100,000  
              753,096  
       

TOTAL COMMON STOCKS

       
       

(Cost $4,365,607)

    5,081,224  
 

Number of
Shares

           
       

WARRANTS — 0.0%

       
       

TECHNOLOGY — 0.0%

       
    21,640  

Afiniti, Inc. (via a participation with VHG Investment Fund I, L.P.)2,4

    1,152,261  
                 
       

TOTAL WARRANTS

       
       

(Cost $1,152,261)

    1,152,261  
                 

 

See accompanying Notes to Consolidated Financial Statements.

 

37

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021 (Continued)

 

 

 

Number of
Shares

     

Value

 
       

SHORT-TERM INVESTMENTS — 1.2%

       
    55,878,712  

State Street Institutional U.S. Government Money Market Fund, 0.02%13

  $ 55,878,712  
       

TOTAL SHORT-TERM INVESTMENTS

       
       

(Cost $55,878,712)

    55,878,712  
       

TOTAL INVESTMENTS — 144.0%

       
       

(Cost $6,744,603,399)

    6,806,581,529  
       

Liabilities Less Other Assets — (44.0)%

    (2,076,933,161 )
       

NET ASSETS — 100.0%

    4,729,648,368  
 

Principal
Amount

           
       

REVERSE REPURCHASE AGREEMENTS — (0.1)%

       
  $ (4,320,000 )

Agreement with Deutsche Bank AG, 1.664%, dated 12/22/2021, to be repurchased at $4,337,974 on 3/22/2022, collateralized by Monroe Capital MML CLO IX Ltd. with maturity of to 10/22/2031, with a total value of $10,050,574

    (4,320,000 )
    (2,513,000 )

Agreement with Deutsche Bank AG, 1.468%, dated 12/29/2021, to be repurchased at $2,522,222 on 3/29/2022, collateralized by Monroe Capital MML CLO X Ltd. with maturity of to 8/20/2031, with a total value of $5,052,328

    (2,513,000 )
       

TOTAL REVERSE REPURCHASE AGREEMENTS

       
       

(Proceeds $6,833,000)

    (6,833,000 )

 

LLC – Limited Liability Company

 

LP – Limited Partnership

 

US – United States

 

LOC – Letter of Credit

 

BDC – Business Development Company

 

CAD – Canadian Dollars

 

EUR – Euro

 

GBP – Pound Sterling

 

NOK – Norwegian Krone

 

SEK – Swedish Krona

 

Libor – London Interbank Offered Rate

 

Stibor – Stockholm Interbank Offered Rate

 

Nibor – Norwegian Interbank Offered Rate

 

*

Subordinated note position. Rate shown is the effective yield as of period end.

 

1

Callable.

 

2

As of December 31, 2021 all or a portion of the security has been pledged as collateral for a secured revolving facility. The market value of the securities in the pledged account totaled $3,055,911,453 as of December 31, 2021. See Note 2, subsection Borrowing, Use of Leverage of the Notes to Consolidated Financial Statements for additional information.

 

3

Floating rate security. Rate shown is the rate effective as of period end.

 

4

Value was determined using significant unobservable inputs.

 

See accompanying Notes to Consolidated Financial Statements.

 

38

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021 (Continued)

 

 

5

All or a portion of this holding is subject to unfunded loan commitments. See Note 2 for additional information.

 

6

This investment was made through a participation. Please see Note 2 for a description of loan participations.

 

7

Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities are restricted. They may only be resold in transactions exempt from registration normally to qualified institutional buyers. The total value of these securities is $97,402,218, which represents 2.1% of total net assets of the Fund.

 

8

Step rate security.

 

9

Foreign securities entered into in foreign currencies are converted to U.S. Dollars using period end spot rates.

 

10

Investment valued using net asset value per share as practical expedient. See Note 13 for respective investment strategies, unfunded commitments, and redemptive restrictions.

 

11

Variable rate security. Rate shown is the rate in effect as of period end.

 

12

All or a portion of this security is segregated as collateral for reverse repurchase agreements. Total collateral had a fair value of $15,102,902 as of December 31, 2021. See note 2 for additional information.

 

13

The rate is the annualized seven-day yield at period end.

 

14

Was an affiliate, as defined by the Investment Company Act of 1940, at or during the fiscal year ended December 31, 2021, by virtue of the Fund owning at least 5% of the voting securities of the issuer. See Note 12 for additional information.

 

15

All or a portion of this security is segregated as collateral for Secured borrowings made with Macquarie US Trading LLC. Total collateral had a fair value of $102,503,317 as of December 31, 2021. See note 2 for additional information.

 

16

All or a portion of this security is segregated as collateral for Secured borrowings made with Macquarie US Trading LLC. Total collateral had a fair value of $147,486,913 as of December 31, 2021. See note 2 for additional information.

 

17

Principal includes accumulated payment in kind (“PIK”) interest and is net of repayments, if any.

 

18

Variable rate security. Rate shown is the rate in effect as of period end.

 

19

Jayhawk Intermediate, LLC is the holding company that owns ProPharma Group, LLC.

 

20

Atomic Blocker, LLC holds Class A Preferred and Class W Common Units in Atomic Holdings, LLC, which is the holding company that owns Atomic Transport, LLC.

 

21

Vistria ESS Holdings, LLC holds Series A Preferred Units and Class A Common Units in TVG ESS Holdings, LLC which is the parent company holdings company for S4T Holdings Corp.

 

Additional information on restricted securities is as follows:

 

Security

 

First
Acquisition
Date

   

Cost

 

17Capital Co. Investment Fund V-L LP

    9/23/2021     $ 25,759,098  

AG Direct Lending Fund II L.P.

    3/31/2020       17,916,043  

AG Direct Lending Fund III L.P

    6/28/2019       18,102,555  

Annaly Credit Opportunities Onshore Fund LP

    4/16/2021       51,135,450  

Ares Commercial Finance Feeder (A) LP

    3/31/2021       11,309,134  

Barings Capital Investment Corporation

    1/25/2021       76,000,000  

Barings CMS Fund LP

    12/28/2021       15,000,000  

Barings Private Credit Corporation

    5/10/2021       700,000,000  

FBLC Senior Loan Fund LLC

    1/20/2021       78,562,200  

BlackRock Shasta CLO VII

    2/10/2021       251,162,791  

Franklin BSP Lending Corporation

    4/1/2020       34,000,000  

Crescent Mezzanine Partners VIIC, L.P.

    3/31/2021       5,540,346  

Crestline Specialty Lending III (U.S), L.P.

    8/30/2021       6,672,081  

Endurance II L.P.

    8/24/2020       9,725,000  

Golub Capital Direct Lending Corp.

    7/13/2021       11,500,000  

 

See accompanying Notes to Consolidated Financial Statements.

 

39

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Investments
As of December 31, 2021 (Continued)

 

 

Security

 

First
Acquisition
Date

   

Cost

 

HPS Mezzanine Partners 2019 LP

    11/16/2020     $ 8,340,651  

HPS Specialty Loan Fund V Feeder LP

    5/14/2021       40,483,748  

Marlin Credit Opportunity Fund LP

    5/21/2021       50,423,715  

Middle Market Credit Fund II, LLC

    11/3/2020       12,708,191  

Morgan Stanley Direct Lending Fund

    7/16/2021       33,289,217  

New Mountain Guardian III BDC, LLC

    3/27/2020       80,000,000  

Owl Rock Core Income Corp.

    7/29/2021       50,000,000  

Owl Rock Technology Finance Corp.

    9/24/2020       35,000,000  

Owl Rock Technology Finance Corp. II

    12/30/2021       964,289  

Providence Debt Fund III (Non-US) L.P.

    3/31/2021       2,692,390  

Proxima Onshore Co-Invest, L.P.

    11/2/2021       578,571  

Raven Asset Fund II V LP

    9/21/2021       4,993,994  

Silver Point Specialty Credit Fund II, L.P

    12/15/2020       33,835,151  

Thompson Rivers, LLC

    6/29/2021       20,000,000  

Varagon Capital Direct Lending

    3/25/2021       10,000,000  

Varagon Structured Note Issuer I LLC

    10/13/2021       175,000,000  

Vista Credit Partner Fund III LP

    9/15/2021       15,356,985  

Waccamaw River LLC, LP

    5/4/2021       6,878,065  

 

 

See accompanying Notes to Consolidated Financial Statements.

 

40

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Schedule of Forward Foreign Currency Exchange Contracts
As of December 31, 2021

 

 

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

 

Currency Sold

Counterparty

Currency
Purchased

Settlement
Date

 

Currency
Amount
Sold

   

Value at
Opening Date
of Contract

   

Value at
December 31,
2021

   

Unrealized
Appreciation
(Depreciation)

 

Canadian Dollars

State Street

USD

February 18, 2022

    (24,780,650 )   $ (19,732,095 )   $ (19,588,574 )   $ 143,521  

Canadian Dollars

State Street

USD

March 31, 2022

    (15,384,490 )     (12,002,910 )     (12,159,326 )     (156,416 )

Euro

State Street

USD

February 09, 2022

    (3,608,434 )     (4,238,579 )     (4,111,364 )     127,215  

Euro

State Street

USD

February 28, 2022

    (11,643,531 )     (13,204,696 )     (13,271,580 )     (66,884 )

Euro

State Street

USD

March 31, 2022

    (99,691,318 )     (112,882,071 )     (113,717,197 )     (835,126 )

British Pound

State Street

USD

February 03, 2022

    (3,699,549 )     (4,887,086 )     (5,006,781 )     (119,695 )

British Pound

State Street

USD

February 04, 2022

    (862,780 )     (1,179,558 )     (1,167,638 )     11,920  

British Pound

State Street

USD

February 09, 2022

    (14,329,969 )     (19,560,193 )     (19,392,951 )     167,242  

British Pound

State Street

USD

March 15, 2022

    (7,508,806 )     (9,936,778 )     (10,160,124 )     (223,346 )

British Pound

State Street

USD

March 31, 2022

    (38,151,362 )     (51,202,943 )     (51,618,674 )     (415,731 )

British Pound

State Street

USD

May 04, 2022

    (1,974,937 )     (2,674,025 )     (2,671,027 )     2,998  

British Pound

State Street

USD

May 10, 2022

    (1,735,919 )     (2,330,650 )     (2,347,673 )     (17,023 )

British Pound

Marlin Credit Opportunities

USD

August 11, 2022

    (218,601 )     (286,979 )     (295,460 )     (8,481 )

Norwegian Krone

Marlin Credit Opportunities

USD

August 11, 2023

    (13,125,000 )     (1,451,399 )     (1,474,039 )     (22,640 )

Swedish Krona

Marlin Credit Opportunities

USD

August 11, 2022

    (11,192,758 )     (1,290,603 )     (1,241,572 )     49,031  

Swedish Krona

Marlin Credit Opportunities

USD

August 23, 2024

    (11,250,000 )     (1,279,529 )     (1,257,784 )     21,745  
                                       

TOTAL FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

          $ (258,140,094 )   $ (259,481,764 )   $ (1,341,670 )

 

USD – U.S. Dollar

 

See accompanying Notes to Consolidated Financial Statements.

 

41

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Summary of Investments
As of December 31, 2021

 

 

Security Type/Sector

 

Percent of Total
Net Assets

 

Senior Secured Loans

       

Industrials

    24.2 %

Technology

    19.5 %

Health Care

    17.1 %

Financials

    13.7 %

Consumer Discretionary

    10.3 %

Communications

    4.9 %

Materials

    4.8 %

Consumer Staples

    2.0 %

Real Estate

    0.9 %

Governments

    0.6 %

Utilities

    0.4 %

Energy

    0.0 %

Total Senior Secured Loans

    98.4 %

Private Investment Vehicles

       

Non-Listed Business Development Companies

    22.1 %

Private Collateralized Loan Obligation

    9.2 %

Investment Partnerships

    7.1 %

Joint Ventures

    2.0 %

Special Purpose Vehicle for Senior Secured Loans

    0.8 %

Total Private Investment Vehicles

    41.2 %

Collateralized Loan Obligations

    2.1 %

Preferred Stocks

       

Health Care

    0.5 %

Technology

    0.1 %

Industrials

    0.1 %

Total Preferred Stocks

    0.7 %

Subordinated Debt

       

Financials

    0.3 %

Common Stocks

       

Financials

    0.1 %

Industrials

    0.0 %

Total Common Stocks

    0.1 %

Warrants

       

Technology

    0.0 %

Short-Term Investments

    1.2 %

Total Investments

    144.0 %

Liabilities in Excess of Other Assets

    (44.0 )%

Total Net Assets

    100.0 %

 

See accompanying Notes to Consolidated Financial Statements.

 

42

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Statement of Assets and Liabilities
December 31, 2021

 

 

Assets:

       

Investments in unaffiliated securities, at value (cost $5,941,833,208)

  $ 5,989,542,769  

Investments in affiliated securities, at value (cost $711,500,000)

    720,143,672  

Joint ventures, at value (cost $91,270,191)

    96,895,088  

Foreign currency, at value (cost $11,775,878)

    11,848,649  

Cash

    1,295,335  

Cash deposited with brokers for reverse repurchase agreements

    2,513,000  

Receivables:

       

Investment securities sold

    33,882,901  

Fund shares sold

    59,417,887  

Dividends and interest

    35,772,125  

Prepaid expenses

    809,273  

Prepaid commitment fees on secured revolving credit facility

    9,385,309  

Total assets

    6,961,506,008  
         

Liabilities:

       

Reverse repurchase agreements, at value (proceeds $6,833,000)

    6,833,000  

Net unrealized depreciation on forward foreign currency exchange contracts

    1,341,670  

Secured borrowings (Note 2)

    249,990,230  

Payables:

       

Secured revolving credit facility (Note 2)

    1,195,000,000  

Unfunded loan commitments (Note 2)

    774,351,825  

Investment securities purchased

    102,991  

Interest on secured revolving credit facility

    1,286,203  

Interest on reverse repurchase agreements and secured borrowings

    772,831  

Investment Management fees

    631,564  

Sub-Advisory fees

    245,914  

Audit fees

    121,777  

Fund administration fees

    582,352  

Legal fees

    74,917  

Custody fees

    271,108  

Transfer Agency fees and expenses

    101,048  

Chief Compliance Officer fees

    11,350  

Other accrued expenses

    138,860  

Total liabilities

    2,231,857,640  
         

Net Assets

  $ 4,729,648,368  
         

Components of Net Assets:

       

Paid-in capital (par value of $0.001 per share with an unlimited number of shares authorized)

  $ 4,673,166,605  

Total distributable earnings

    56,481,763  

Net Assets

  $ 4,729,648,368  
         

Class I Shares:

       

Net assets applicable to shares outstanding

  $ 4,729,648,368  

Shares of beneficial interest issued and outstanding

    446,076,567  

Net asset value, offering, and redemption price per share

  $ 10.60  

 

See accompanying Notes to Consolidated Financial Statements.

 

43

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Statement of Operations
For the Year Ended December 31, 2021

 

 

Investment Income:

       

Interest

  $ 138,047,714  

Dividends

    1,721,169  

Distributions from investment partnerships ($26,798,853 from affiliates)

    60,260,957  

Distributions from joint venture investments

    4,260,527  

Miscellaneous income

    216,866  

Total investment income

    204,507,233  
         

Expenses:

       

Investment management fees

    23,509,800  

Interest on secured revolving credit facility

    13,547,381  

Sub-advisory fees

    1,089,539  

Interest on reverse repurchase agreements and secured borrowings

    980,519  

Legal fees

    782,847  

Fund administration fees

    1,820,576  

Fund accounting fees

    274,992  

Registration fees

    293,226  

Transfer agent fees and expenses

    452,114  

Custody fees

    450,516  

Audit fees

    348,334  

Trustees’ fees and expenses

    261,000  

Shareholder reporting fees

    278,281  

Chief Compliance Officer fees

    66,266  

Insurance fees

    27,495  

Commitment fees on secured revolving credit facility

    553,261  

Miscellaneous expenses

    958,316  

Total fees and expenses

    45,694,463  

Recapture of previously waived and/or reimbursed expenses (Note 4)

     

Net expenses

    45,694,463  

Net investment income

    158,812,770  
         

Realized and Unrealized Gain (Loss):

       

Net realized gain (loss) on:

       

Investments in unaffiliated issuers

    8,588,233  

Forward foreign currency exchange contracts

    4,120,659  

Foreign currency transactions

    125,698  

Net realized gain

    12,834,590  

Net change in unrealized appreciation/depreciation on:

       

Investments in unaffiliated issuers

    34,398,249  

Investments in affiliated issuers

    8,643,672  

Investments in joint ventures

    3,883,122  

Forward foreign currency exchange contracts

    (772,170 )

Foreign currency translations

    (67,434 )

Net change in unrealized appreciation/depreciation

    46,085,439  

Net realized and unrealized gain

    58,920,029  
         

Net Increase in Net Assets from Operations

  $ 217,732,799  

 

See accompanying Notes to Consolidated Financial Statements.

 

44

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Statements of Changes in Net Assets

 

 

   

For the
Year Ended
December 31,
2021

   

For the
Year Ended
December 31,
2020

 

Net Increase in Net Assets from:

               

Operations:

               

Net investment income

  $ 158,812,770     $ 28,277,087  

Net realized gain on investments, forward foreign currency exchange contracts and foreign currency transactions

    12,834,590       492,246  

Net change in unrealized appreciation/depreciation on investments, forward foreign currency exchange contracts and foreign currency translations

    46,085,439       12,737,906  

Net increase in net assets resulting from operations

    217,732,799       41,507,239  
                 

Distributions to shareholders:

               

Distributions:

               

Class I

    (173,398,542 )     (31,818,077 )

From return of capital:

               

Class I

    (28,307,888 )     (4,439,794 )

Total

    (201,706,430 )     (36,257,871 )
                 

Capital Transactions:

               

Proceeds from shares sold:

               

Class I

    4,062,844,184       497,552,093  

Reinvestment of distributions:

               

Class I

    62,384,398       8,708,770  

Cost of shares repurchased:

               

Class I

    (156,498,524 )     (35,154,685 )

Net increase in net assets from capital transactions

    3,968,730,058       471,106,178  
                 

Net increase in net assets

    3,984,756,427       476,355,546  
                 

Net Assets:

               

Beginning of period

    744,891,941       268,536,395  

End of period

  $ 4,729,648,368     $ 744,891,941  
                 

Capital Share Transactions:

               

Shares sold:

               

Class I

    382,870,006       48,087,003  

Shares issued in reinvestment of distributions:

               

Class I

    5,911,991       849,428  

Shares redeemed:

               

Class I

    (14,649,800 )     (3,450,199 )

Net increase in capital shares outstanding

    374,132,197       45,486,232  

 

See accompanying Notes to Consolidated Financial Statements.

 

45

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Statement of Cash Flows
For the Year Ended December 31, 2021

 

 

Cash flows provided by (used in) operating activities:

       

Net increase in net assets from operations

  $ 217,732,799  

Adjustments to reconcile net increase in net assets from operations to net cash provided by (used in) operating activities:

       

Purchases of investments

    (6,596,620,140 )

Sales of investments

    826,685,580  

Net accretion on investments

    (3,327,487 )

Net realized gain on investments

    (8,588,233 )

Net realized gain on paydowns

    (5,839,891 )

Net change in unrealized (appreciation)/depreciation

    (46,152,873 )

Return of capital distributions received

    35,600,636  

Original issue discount and amendment fees

    11,643,936  

Change in short-term investments, net

    (35,389,821 )

(Increase)/Decrease in assets:

       

Foreign currency

    (11,812,286 )

Investment securities sold

    (29,446,471 )

Dividends and interest

    (29,194,814 )

Prepaid expenses

    (460,866 )

Prepaid commitment fees on secured revolving credit facility

    (6,685,090 )

Increase/(Decrease) in liabilities:

       

Investment securities purchased

    (2,470,676 )

Unfunded loan commitments

    717,794,325  

Investment Management fees

    611,880  

Sub-Advisory fees

    (18,768 )

Interest from reverse repurchase agreements

    766,740  

Interest payable on secured revolving credit facility

    1,113,693  

Audit fees

    20,777  

Legal fees

    22,562  

Fund administration fees

    520,380  

Custody fees

    235,168  

Transfer Agency fees and expenses

    68,548  

Fund accounting fees

    (18,046 )

Chief Compliance Officer fees

    8,354  

Other accrued expenses

    88,727  

Net cash used in operating activities

    (4,963,111,357 )

 

See accompanying Notes to Consolidated Financial Statements.

 

46

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Statement of Cash Flows
For the Year Ended December 31, 2021 (Continued)

 

 

Cash flows provided by (used in) financing activities:

       

Proceeds from shares sold, net of receivable for fund shares sold

  $ 4,012,807,858  

Cost of shares repurchased

    (156,498,524 )

Distributions paid to shareholders, net of reinvestments

    (139,322,032 )

Proceeds from reverse repurchase agreements

    47,386,000  

Payments made on reverse repurchase agreements

    (53,110,000 )

Proceeds from secured borrowings

    249,990,230  

Proceeds from secured revolving credit facility

    1,392,000,000  

Payments on secured revolving credit facility

    (387,000,000 )

Due to custodian

    (1,846,840 )

Net cash provided by financing activities

    4,964,406,692  
         

Net increase in cash

    1,295,335  
         

Cash

       

Cash, beginning of year

     

Cash, end of year

  $ 1,295,335  

 

Non cash financing activities not included herein consist of $62,384,398 of reinvested dividends.

 

Cash paid for interest on credit facility during the period was $12,433,688.

 

See accompanying Notes to Consolidated Financial Statements.

 

47

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Financial Highlights
Class I

 

 

Per share operating performance.
For a capital share outstanding throughout the period.

 

   

For the
Year Ended
December 31,
2021

   

For the
Year Ended
December 31,
2020

   

For the Period
March 6, 2019*
through
December 31,
2019

 

Net asset value, beginning of period

  $ 10.35     $ 10.15     $ 10.00  

Income from Investment Operations:

                       

Net investment income1

    0.72       0.72       0.34  

Net realized and unrealized gain (loss) on investments2

    0.27       0.19       (0.04 )

Total income from investment operations

    0.99       0.91       0.30  
                         

Less Distributions to shareholders:

                       

From net investment income

    (0.62 )     (0.62 )     (0.15 )

From return of capital

    (0.10 )     (0.09 )      

From net realized gain

    (0.02 )     3      3 

Total Distributions to shareholders

    (0.74 )     (0.71 )     (0.15 )
                         

Net asset value, end of period

  $ 10.60     $ 10.35     $ 10.15  
                         

Total return4

    10.38 %     9.25 %     3.05 %5
                         

Ratios and Supplemental Data:

                       

Net assets, end of period (in thousands)

  $ 4,729,648     $ 744,892     $ 268,536  
                         

Ratio of expenses to average net assets (excluding interest expense):

                       

Before fees waived

    1.32 %     1.80 %     2.25 %6

After fees waived

    1.32 %     1.80 %     1.78 %6

Ratio of net investment income to average net assets (excluding interest expense):

                       

Before fees waived

    7.36 %     7.67 %     3.58 %6

After fees waived

    7.36 %     7.67 %     4.05 %6
                         

Ratio of expenses to average net assets (including interest expense):

                       

Before fees waived

    1.94 %     2.43 %     2.28 %6

After fees waived

    1.94 %     2.43 %     1.81 %6

Ratio of net investment income to average net assets (including interest expense):

                       

Before fees waived

    6.74 %     7.04 %     3.55 %6

After fees waived

    6.74 %     7.04 %     4.02 %6

 

See accompanying Notes to Consolidated Financial Statements.

 

48

 

 

Cliffwater Corporate Lending Fund

 

 

Consolidated Financial Highlights
Class I (Continued)

 

 

   

For the
Year Ended
December 31,
2021

   

For the
Year Ended
December 31,
2020

   

For the Period
March 6, 2019*
through
December 31,
2019

 

Senior Securities

                       

Total Amount Outstanding exclusive of Treasury Securities

                       

Reverse Repurchase Agreements7

  $ 6,833,000     $ 12,557,000     $ 6,034,000  

Secured borrowings7

    249,990,230              

Borrowings-Credit Facility Agreement7

    1,195,000,000       190,000,000        

Asset Coverage Per $1,000 of Borrowings

                       

Reverse Repurchase Agreements7

    693,179       60,321       45,504  

Secured borrowings7

    19,919              

Borrowings-Credit Facility Agreement7

    4,958       4,916        
                         

Portfolio turnover rate

    29 %     29 %     15 %5

 

*

Commencement of operations.

 

1

Based on average daily shares outstanding for the period.

 

2

Realized and unrealized gains and losses per share are balancing amounts necessary to reconcile the change in net asset value per share with the other per share information presented.

 

3

Amount represents less than $0.01 per share.

 

4

Total returns would have been lower had expenses not been waived by the Investment Manager. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the repurchase of Fund shares.

 

5

Not annualized.

 

6

Annualized.

 

7

As a result of the Fund having earmarked or segregated securities to collateralize the transactions or otherwise having covered the transactions, in accordance with releases and interpretive letters issued by the Securities and Exchange Commission (the “SEC”), the Fund does not treat its obligations under such transactions as senior securities representing indebtedness for purposes of the Investment Company Act of 1940, as amended.

 

See accompanying Notes to Consolidated Financial Statements.

 

49

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021

 

 

1. Organization

 

The Cliffwater Corporate Lending Fund (the “Fund”) is a Delaware statutory trust under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as a non-diversified, closed-end management investment company operating as an interval fund. The Fund operates under an Agreement and Declaration of Trust, as most recently amended and restated on September 15, 2021 (the “Declaration of Trust”). Cliffwater LLC serves as the investment adviser (the “Investment Manager”) of the Fund. The Investment Manager is an investment adviser registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended. The Fund intends to continue to qualify and has elected to be treated as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”). The Fund commenced operations on March 6, 2019.

 

The SEC has granted the Fund exemptive relief permitting the Fund to offer multiple classes of shares. The Fund’s Registration Statement currently offers Class I Shares. Only Class I shares have been issued as of December 31, 2021.

 

The Fund’s primary investment objective is to seek consistent current income, while the Fund’s secondary objective is capital preservation. Under normal market conditions, the Fund seeks to achieve its investment objectives by investing at least 80% of its assets (net assets, plus any borrowings for investment purposes) in loans to companies (“corporate loans”). The Fund’s corporate loan investments are made through a combination of: (i) investing in loans to companies that are originated directly by a non-bank lender (for example, traditional direct lenders include insurance companies, business development companies, asset management firms (on behalf of their investors), and specialty finance companies) (“direct loans”); (ii) investing in notes or other pass-through obligations representing the right to receive the principal and interest payments on a direct loan (or fractional portions thereof); (iii) purchasing asset-backed securities representing ownership or participation in a pool of direct loans; (iv) investing in companies and/or private investment funds (private funds that are excluded from the definition of “investment company” pursuant to Sections 3(c)(1) or 3(c)(7) of the Investment Company Act) that primarily hold direct loans (the foregoing investments listed in clauses (i) through (iv) are collectively referred to herein as the “Direct Loan Instruments”); (v) investments in high yield securities, including securities representing ownership or participation in a pool of such securities; and (vi) investments in bank loans including securities representing ownership or participation in a pool of such loans. The Fund may focus its investment strategy on, and its portfolio of investments may be focused in, a subset of one or more of these types of investments. The Fund’s investments in hedge funds and private equity funds that are excluded from the definition of “investment company” pursuant to Sections 3(c)(1) and 3(c)(7) of the Investment Company Act will be limited to no more than 15% of the Fund’s assets. Most direct loans are not rated by any rating agency, will not be registered with the SEC or any state securities commission and will not be listed on any national securities exchange. The amount of public information available with respect to issuers of direct loans may generally be less extensive than that available for issuers of registered or exchange listed securities.

 

2. Significant Accounting Policies

 

Basis of Preparation and Use of Estimates

 

The Fund is an investment company and follows the accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of the financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from these estimates.

 

Consolidation of a Subsidiary

 

On February 3, 2020, CCLF SPV LLC (“CCLF SPV”) was formed as a limited liability company, and it is a wholly owned subsidiary of the Fund. The consolidated Schedule of Investments, Statement of Assets and Liabilities, Statement of Operations, Statements of Changes in Net Assets, Statement of Cash Flows and Financial Highlights of the Fund includes the accounts of CCLF SPV. All inter-company accounts and transactions have been eliminated in the consolidation for the Fund. As of December 31, 2021, net assets of the CCLF SPV LLC were $1,063,637,330, or approximately 22.49% of the Fund’s total net assets.

 

50

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

2. Significant Accounting Policies (continued)

 

On April 15, 2021, MCCW Holdings, LLC (“CCLF MCCW”) was formed as a limited liability company, and it is a wholly owned subsidiary of CCLF SPV. The consolidated Schedule of Investments, Statement of Assets and Liabilities, Statement of Operations, Statements of Changes in Net Assets, Statement of Cash Flows and Financial Highlights of the Fund includes the accounts of CCLF MCCW. All inter-company accounts and transactions have been eliminated in the consolidation for the Fund. As of December 31, 2021, net assets of the CCLF MCCW were $166,646,212, or approximately 3.52% of the Fund’s total net assets and are included in the net assets of CCLF SVP LLC.

 

On May 25, 2021, CCLF Holdings LLC (“CCLF HOLD”) was formed as a limited liability company, and it is a wholly owned subsidiary of the Fund. The consolidated Schedule of Investments, Statement of Assets and Liabilities, Statement of Operations, Statements of Changes in Net Assets, Statement of Cash Flows and Financial Highlights of the Fund includes the accounts of CCLF HOLD. All inter-company accounts and transactions have been eliminated in the consolidation for the Fund. As of December 31, 2021, net assets of the CCLF HOLD were $18,375,545, or approximately 0.39% of the Fund’s total net assets.

 

On July 26, 2021, CCLF Holdings (D1) LLC (“CCLF HOLD (D1)”) was formed as a limited liability company, and is a wholly owned subsidiary of the Fund. The consolidated Schedule of Investments, Statement of Assets and Liabilities, Statement of Operations, Statements of Changes in Net Assets, Statement of Cash Flows and Financial Highlights of the Fund includes the accounts of CCLF HOLD (D1). All inter-company accounts and transactions have been eliminated in the consolidation for the Fund. As of December 31, 2021, net assets of the CCLF HOLD (D1) were $8,269,091, or approximately 0.17% of the Fund’s total net assets.

 

On September 17, 2021, Broadway Funding Holdings LLC (“Broadway Funding Holdings”) was formed as a limited liability company, and is a wholly owned subsidiary of the Fund. The consolidated Schedule of Investments, Statement of Assets and Liabilities, Statement of Operations, Statements of Changes in Net Assets, Statement of Cash Flows and Financial Highlights of the Fund includes the accounts of Broadway Funding Holdings. All inter-company accounts and transactions have been eliminated in the consolidation for the Fund. As of December 31, 2021, net assets of the Broadway Funding Holdings were $153,866,318, or approximately 3.25% of the Fund’s total net assets.

 

Investment Transactions and Related Investment Income

 

Investment transactions are accounted for on a trade-date basis. However, for daily NAV determination, portfolio securities transactions are reflected no later than in the first calculation on the first business day following trade date. Interest income is recognized on an accrual basis and includes, where applicable, the amortization of premium, accretion of discount and loan origination fees using the effective interest method over the respective term of the loan. Upon the prepayment of a loan or security, any unamortized loan origination fees, original issue discount and market discount are recorded as interest income. The Fund records prepayment premiums as interest income when it receives such amounts.

 

Interest income from investments in the “equity” class of collateralized loan obligation (“CLO”) funds will be recorded based upon an estimate of an effective yield to expected maturity utilizing assumed cash flows in accordance with FASB ASC 325-40, Beneficial Interests in Securitized Financial Assets. Effective yields for the CLO equity positions are updated generally once a quarter or on a transaction such as an add-on purchase, refinancing or reset. The estimated yield and investment cost may ultimately not be realized.

 

Realized gains and losses on investment transactions are determined using cost calculated on a specific identification basis. Paydown gains and losses are recorded as an adjustment to interest income in the consolidated Statement of Operations. Dividends are recorded on the ex-dividend date. Distributions from private investments that represent returns of capital in excess of cumulative profits and losses are credited to investment cost rather than investment income.

 

Federal Income Taxes

 

The Fund intends to continue to qualify as a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986, as amended. As so qualified, the Fund will not be subject to federal income tax to the extent it distributes substantially all of its net investment income and capital gains to shareholders. Therefore, no federal income tax provision is required. Management of the Fund is required to determine whether a tax position taken by the Fund is more likely than not to be sustained upon examination by the applicable taxing authority, based on the technical merits of the position. Based on its analysis, there were no tax positions identified by management of the Fund that did not meet the “more likely than not” standard as of December 31, 2021.

 

51

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

2. Significant Accounting Policies (continued)

 

The Fund’s policy is to classify interest and penalties associated with underpayment of federal and state income taxes as an income tax expense on the Consolidated Statement of Operations. For the year ended December 31, 2021, the Fund did not have interest or penalties associated with underpayment of income taxes.

 

CCLF SPV, CCLF MC-CW, CCLF HOLD (D1) and Broadway Funding Holdings are disregarded entities for income tax purposes. CCLF HOLD is a corporation and is therefore obligated to pay federal and state income tax on its taxable income. Currently, the federal income tax rate for a corporation is 21%. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized.

 

Distributions to Shareholders

 

Distributions are paid at least quarterly on the Shares in amounts representing substantially all of the Fund’s net investment income, if any, earned each year. The Fund determines annually whether to distribute any net realized long-term capital gains in excess of net realized short-term capital losses (including capital loss carryover); however, it may distribute any excess annually to its shareholders.

 

The exact amount of distributable income for each fiscal year can only be determined at the end of the Fund’s fiscal year, December 31. Under Section 19 of the Investment Company Act, the Fund is required to indicate the sources of certain distributions to shareholders. The estimated distribution composition may vary from quarter to quarter because it may be materially impacted by future income, expenses and realized gains and losses on securities and fluctuations in the value of the currencies in which Fund assets are denominated.

 

Foreign Currency Translation

 

The Fund’s records are maintained in U.S. dollars. The value of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the reporting period. The currencies are translated into U.S. dollars by using the exchange rates quoted at the close of the London Stock Exchange prior to when the Fund’s NAV is next determined. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions.

 

The Fund does not isolate that portion of their net realized and unrealized gains and losses on investments resulting from changes in foreign exchange rates from the impact arising from changes in market prices. Such fluctuations are included with net realized and unrealized gain or loss from investments and foreign currency.

 

Net realized foreign currency transaction gains and losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the differences between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency translation gains and losses arise from changes in the value of assets and liabilities, other than investments in securities, resulting from changes in the exchange rates.

 

Forward Foreign Currency Exchange Contracts

 

The Fund may utilize forward foreign currency exchange contracts (“forward contracts”) under which they are obligated to exchange currencies on specified future dates at specified rates, and are subject to the translations of foreign exchange rates fluctuations. All contracts are “marked-to-market” daily and any resulting unrealized gains or losses are recorded as unrealized appreciation or depreciation on foreign currency translations. The Fund records realized gains or losses at the time the forward contract is settled. Counter-parties to these forward contracts are major U.S. financial institutions. As of December 31, 2021, the Fund had sixteen outstanding forward currency contracts sold short.

 

Collateralized Loan Obligations and Collateralized Debt Obligations

 

The Fund may invest in CLOs and Collateralized Debt Obligations (“CDOs”). CLOs and CDOs are created by the grouping of certain private loans and other lender assets/collateral into pools. A sponsoring organization establishes a special purpose vehicle to hold the assets/collateral and issue securities. Interests in these pools are sold as individual securities. Payments of principal and interest are passed through to investors and are typically supported by some form of credit enhancement, such

 

52

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

2. Significant Accounting Policies (continued)

 

as a letter of credit, surety bond, limited guaranty or senior/subordination. Payments from the asset pools may be divided into several different tranches of debt securities, offering investors various maturity and credit risk characteristics. Some tranches entitled to receive regular installments of principal and interest, other tranches entitled to receive regular installments of interest, with principal payable at maturity or upon specified call dates, and other tranches only entitled to receive payments of principal and accrued interest at maturity or upon specified call dates. Different tranches of securities will bear different interest rates, which may be fixed or floating.

 

CLOs and CDOs are typically privately offered and sold, and thus, are not registered under the securities laws, which means less information about the security may be available as compared to publicly offered securities and only certain institutions may buy and sell them. As a result, investments in CLOs and CDOs may be characterized by the Fund as illiquid securities. An active dealer market may exist for CLOs and CDOs that can be resold in Rule 144A transactions, but there can be no assurance that such a market will exist or will be active enough for the Fund to sell such securities.

 

Warehouse Investments

 

The Fund may invest in Warehouse investments (“Warehouses”), which are financing structures created prior to and in anticipation of CLO or CDO closings and issuing securities and are intended to aggregate direct loans, corporate loans and/or other debt obligations that may be used to form the basis of CLO or CDO vehicles. To finance the acquisition of a Warehouse’s assets, a financing facility (a “Warehouse Facility”) is often opened by (i) the entity or affiliates of the entity that will become the collateral manager of the CLO or CDO upon its closing and/or (ii) third-party investors that may or may not invest in the CLO or CDO. The period from the date that a Warehouse is opened and asset accumulation begins to the date that the CLO or CDO closes is commonly referred to as the “warehousing period.” In practice, investments in Warehouses are structured in a variety of legal forms, including subscriptions for equity interests or subordinated debt investments in special purpose vehicles that obtain a Warehouse Facility secured by the assets acquired in anticipation of a CLO or CDO closing.

 

The Warehouse investments represent leveraged investments in the underlying assets of a Warehouse. Therefore, the value of a Warehouse investment is often affected by, among other things, (i) changes in the market value of the underlying assets of the Warehouse; (ii) distributions, defaults, recoveries, capital gains, capital losses and prepayments on the underlying assets of the Warehouse; and (iii) the prices, interest rates and availability of eligible assets for reinvestment. Due to the leveraged nature of a Warehouse investment, a significant portion (and in some circumstances all) of the Warehouse investments made by the Fund may not be repaid.

 

Participations and Assignments

 

The Fund may acquire interests in loans either directly (by way of original issuance, sale or assignment) or indirectly (by way of participation). The purchaser of an assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a lender under the credit agreement with respect to the debt obligation; however, its rights can be more restricted than those of the assigning institution. Participation interests in a portion of a debt obligation typically result in a contractual relationship only with the institution participating out the interest, not with the borrower. In purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement, nor any rights of set-off against the borrower, and the Fund may not directly benefit from the collateral supporting the debt obligation in which it has purchased the participation. As a result, the Fund will assume the credit risk of both the borrower and the institution selling the participation.

 

Commitments and Contingencies

 

Commercial loans purchased by the Fund (whether through participations or as a lender of record) may be structured to include both term loans, which are generally fully funded at the time of investment, and unfunded loan commitments, which are contractual obligations for future funding. Unfunded loan commitments may include revolving credit facilities and delayed draw term loans, which may obligate the Fund to supply additional cash to the borrower on demand, representing a potential financial obligation by the Fund in the future. The Fund may receive a commitment fee based on the undrawn portion of such unfunded loan commitments. The commitment fee is typically set as a percentage of the commitment amount. Commitment fees are processed as income when received and are part of the interest income in the Statement of Operations. As of December 31, 2021, the Fund received $1,240,898 in commitment fees. As of December 31, 2021, the Fund had the following unfunded loan commitments as noted in the consolidated Schedule of Investments with a total principal amount of $774,351,825 reflected as unfunded loan commitments within the consolidated Statement of Assets and Liabilities.

 

53

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

2. Significant Accounting Policies (continued)

 

Borrower

Type

 

Principal
Amount

   

Value

 

ACI Group Holdings, Inc.

Delayed Draw

  $ 3,723,214     $ 3,685,982  

ADCS Clinics Intermediate Holdings, LLC

Delayed Draw

    1,191,736       1,174,455  

Any Hour, LLC

Delayed Draw

    546,667       541,200  

Any Hour, LLC

Revolver

    2,000,000       1,980,000  

Air Comm Corporation, LLC

Delayed Draw

    1,588,658       1,580,715  

Air Comm Corporation, LLC

Delayed Draw

    243,902       241,463  

Air Comm Corporation, LLC

Revolver

    950,612       941,106  

Air Comm Corporation, LLC

Revolver

    1,653,022       1,636,492  

Alera Group Holdings, Inc.

Delayed Draw

    13,341,273       13,274,567  

Answer Acquisition

Revolver

    1,333,571       1,306,900  

Apex Service Partners, LLC

Revolver

    1,200,000       1,199,400  

Appfire Technologies, LLC

Delayed Draw

    13,376,571       13,327,078  

AQ Sage Buyer, LLC

Delayed Draw

    18,750,000       18,703,125  

Ardurra Group LLC

Delayed Draw

    651,720       651,720  

Armada Parent, Inc.

Delayed Draw

    2,000,000       1,980,000  

Armada Parent, Inc.

Revolver

    2,200,000       2,156,000  

Aspen Opco, LLC

Revolver

    2,272,727       2,250,000  

Applied Technical Services

Delayed Draw

    3,068,182       3,068,182  

Applied Technical Services

Delayed Draw

    3,409,091       3,409,091  

Applied Technical Services

Revolver

    681,818       680,318  

AWT Merger Sub, Inc.

Delayed Draw

    1,142,857       1,142,857  

AWT Merger Sub, Inc.

Delayed Draw

    2,421,429       2,397,214  

AWT Merger Sub, Inc.

Revolver

    985,714       985,714  

AxiomSL Group, Inc.

Delayed Draw

    713,267       707,846  

AxiomSL Group, Inc.

Revolver

    731,098       725,542  

Barracuda Dental LLC

Delayed Draw

    390,805       383,110  

Barracuda Dental LLC

Revolver

    620,689       610,696  

Blackbird Purchaser, Inc.

Delayed Draw

    4,392,446       4,348,521  

Blackbird Purchaser, Inc.

Delayed Draw

    10,713,282       10,713,282  

BCHR US Acquisitions, Inc.

Delayed Draw

    1,886,792       1,867,925  

BCHR US Acquisitions, Inc.

Revolver

    905,660       887,547  

BCPE North Star US Holdings Co.

Delayed Draw

    2,210,526       2,205,000  

Beacon Mobility Corp.

Delayed Draw

    165,214       163,892  

Beacon Mobility Corp.

Delayed Draw

    585,797       581,110  

Beacon Mobility Corp.

Revolver

    1,000,000       992,000  

Bendon

Revolver

    1,800,000       1,737,720  

Berlin Packaging

Second Lien Term Loan

    4,527,699       5,090,053  

 

54

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

2. Significant Accounting Policies (continued)

 

Borrower

Type

 

Principal
Amount

   

Value

 

Biocare Medical LLC

Revolver

  $ 2,777,778     $ 2,750,000  

BlueHalo Global Holdings, LLC

Revolver

    548,120       542,639  

Bounteous, Inc.

Delayed Draw

    4,300,000       4,257,000  

Bounteous, Inc.

Revolver

    1,488,000       1,458,240  

BusinesSolver.com, Inc.

Delayed Draw

    1,378,788       1,371,894  

Connect America.com, LLC

Revolver

    672,304       658,858  

Captify Intermediate Holdings Corp.

Delayed Draw

    2,500,000       2,481,250  

CC SAG Acquisition Corp.

Delayed Draw

    3,356,643       3,308,126  

CC SAG Acquisition Corp.

Revolver

    699,301       689,193  

CFGI Holdings, LLC

Delayed Draw

    2,189,781       2,189,781  

CFGI Holdings, LLC

Revolver

    1,751,825       1,734,307  

Citrin Cooperman Advisors, LLC

Delayed Draw

    2,647,059       2,633,824  

Classic Collision

Delayed Draw

    7,803,192       7,647,128  

Classic Collision

Revolver

    1,382,979       1,355,319  

Cleo Communications Holding, LLC

Revolver

    2,140,000       2,136,362  

Community Medical Acquisition Corp.

Delayed Draw

    4,333,814       4,284,842  

Community Medical Acquisition Corp.

Revolver

    3,683,963       3,610,283  

Consolidated Label Co.

Revolver

    1,339,286       1,332,589  

Consolidated Label Co.

Revolver

    578,516       575,623  

CORA Health Holdings Corp.

Delayed Draw

    5,401,846       5,347,827  

CORA Health Holdings Corp.

Revolver

    700,000       693,000  

Credit Connection, LLC

Revolver

    600,000       588,000  

CRS TH Holdings Corp

Delayed Draw

    6,355,932       6,324,153  

CRS TH Holdings Corp

Revolver

    4,237,288       4,194,915  

HPS Consumer Discretionary

First Lien Term Loan

    17,079       16,712  

HPS Specialty Loan Fund V Feeder LP

First Lien Term Loan

    67,500,000       67,500,000  

D4C Dental Brands, Inc.

Delayed Draw

    1,363,379       1,396,100  

D4C Dental Brands, Inc.

Revolver

    178,571       182,857  

DataLink, LLC

Delayed Draw

    1,185,484       1,185,484  

DataLink, LLC

Revolver

    846,774       846,774  

DCA Holdings LLC

Delayed Draw

    2,413,559       2,380,252  

Deca Dental Holdings, LLC

Delayed Draw

    3,333,333       3,289,744  

Deca Dental Holdings, LLC

Revolver

    1,111,111       1,088,889  

Diligent Corporation

Delayed Draw

    1,254,400       1,245,117  

Integrated Oncology Network, LLC

Revolver

    83,957       83,537  

EAP Holdco, LLC

Delayed Draw

    1,903,188       1,893,673  

EAP Holdco, LLC

Revolver

    1,804,883       1,786,834  

 

55

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

2. Significant Accounting Policies (continued)

 

Borrower

Type

 

Principal
Amount

   

Value

 

ERC Holdings, LLC

Delayed Draw

  $ 3,550,296     $ 3,514,793  

ERC Holdings, LLC

Revolver

    1,420,118       1,405,917  

RCS Industrials

Revolver

    285,714       285,714  

FLS Holding, Inc.

Delayed Draw

    5,000,000       4,950,000  

FLS Holding, Inc.

Delayed Draw

    2,083,333       2,062,500  

FLS Holding, Inc.

Revolver

    2,000,000       1,960,000  

FLS Holding, Inc.

Revolver

    833,333       816,667  

Fingerpaint Marketing, Inc.

Delayed Draw

    10,296,637       10,245,153  

Fingerpaint Marketing, Inc.

Revolver

    1,680,108       1,663,306  

Follett School Solutions

Revolver

    920,223       901,818  

Fortis Solutions Group, LLC

Delayed Draw

    5,247,376       5,194,903  

Fortis Solutions Group, LLC

Delayed Draw

    1,874,063       1,855,322  

Fortis Solutions Group, LLC

Revolver

    1,799,100       1,763,118  

Fortis Solutions Group, LLC

Revolver

    642,536       629,685  

Fortis Life Sciences, LLC

Delayed Draw

    12,173,913       12,052,174  

Fortis Life Sciences, LLC

Delayed Draw

    4,260,870       4,218,261  

Fortis Life Sciences, LLC

Revolver

    1,826,087       1,807,826  

Foundation Risk Partners, Corp.

Delayed Draw

    576,191       569,401  

Foundation Risk Partners, Corp.

Revolver

    653,009       643,214  

Gainsight, Inc.

Revolver

    2,625,000       2,579,063  

Galway Borrower, LLC

Delayed Draw

    725,675       718,418  

Galway Borrower, LLC

Delayed Draw

    1,084,966       1,074,116  

Galway Borrower, LLC

Revolver

    694,552       680,661  

Galway Borrower, LLC

Revolver

    814,315       798,029  

Galway Borrower, LLC

Delayed Draw

    1,847,507       1,829,032  

Galway Borrower, LLC

Revolver

    879,765       862,170  

GOVDELIVERY Holdings, LLC

Delayed Draw

    3,334,737       3,268,042  

GOVDELIVERY Holdings, LLC

Revolver

    536,402       525,673  

GovBrands Intermediate, Inc.

Delayed Draw

    905,972       886,901  

GovBrands Intermediate, Inc.

Revolver

    917,000       894,075  

Govbrands Intermediate, Inc.

Delayed Draw

    718,182       703,064  

Govbrands Intermediate, Inc.

Revolver

    545,455       531,818  

Graffiti Buyer, Inc.

Delayed Draw

    5,044,643       4,994,196  

Graffiti Buyer, Inc.

Revolver

    2,059,896       2,039,297  

GraphPAD Software, LLC

Delayed Draw

    4,411,765       4,367,647  

Hawkeye AcquisitionCo, LLC

Revolver

    500,000       497,500  

Higginbotham Insurance Agency, Inc.

Delayed Draw

    13,166,667       13,092,933  

 

56

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

2. Significant Accounting Policies (continued)

 

Borrower

Type

 

Principal
Amount

   

Value

 

Higginbotham Insurance Agency, Inc.

Delayed Draw

  $ 2,536,930     $ 2,522,723  

Heartland Veterinary

Delayed Draw

    5,052,226       5,001,704  

Heartland Veterinary

Second Lien Term Loan

    86,800       86,140  

Heartland Veterinary

Revolver

    519,154       513,963  

Iconic Purchaser Corporation

Delayed Draw

    2,051,282       2,030,769  

Iconic Purchaser Corporation

Revolver

    1,538,462       1,507,692  

Isaac Heating & Air Conditioning

Delayed Draw

    2,210,526       2,188,421  

Isaac Heating & Air Conditioning

Revolver

    1,736,842       1,719,474  

Imagine Acquisitionco, Inc

Delayed Draw

    1,607,717       1,599,678  

Imagine Acquisitionco, Inc

Revolver

    1,157,556       1,145,981  

ISS Compressors Industries, Inc.

Revolver

    375,000       366,263  

Inovalon Holdings, Inc.

Delayed Draw

    1,349,649       1,332,778  

Insight Global

Revolver

    361,272       354,046  

insightsoftware

Delayed Draw

    4,661,000       4,649,348  

insightsoftware

Revolver

    366,345       364,696  

Integrity Marketing

Delayed Draw

    3,750,000       3,721,875  

JTM Foods, LLC

Delayed Draw

    1,158,366       1,138,094  

JTM Foods, LLC

Revolver

    559,597       549,804  

KBP Brands, LLC

Delayed Draw

    20,000,000       19,900,000  

Keystone Agency Investors

Delayed Draw

    2,344,737       2,320,821  

Keystone Agency Investors

Delayed Draw

    2,578,125       2,539,453  

Keystone Agency Investors

Delayed Draw

    5,625,000       5,540,625  

Komline-Sanderson Group, Inc.

Revolver

    1,210,938       1,210,938  

KPSKY Acquisition, Inc.

Delayed Draw

    753,205       741,907  

KPSKY Acquisition, Inc.

Delayed Draw

    377,074       371,418  

KWOR Acquisition, Inc.

Revolver

    829,268       816,829  

KWOR Acquisition, Inc.

Revolver

    1,792,683       1,774,756  

Life Science Intermediate Holdings, LLC

Delayed Draw

    3,750,000       3,712,500  

RCS Industrials

Revolver

    208,333       209,896  

LMG Holdings, Inc.

Revolver

    285,714       282,857  

LOC Performance Products

Revolver

    3,856,132       3,817,571  

Len the Plumber, LLC

Delayed Draw

    837,265       820,520  

Premier Imaging, LLC

Delayed Draw

    14,525,790       14,380,532  

Majco LLC

Delayed Draw

    7,583,333       7,583,333  

Majco LLC

Revolver

    1,666,667       1,650,000  

Marquee Dental

Delayed Draw

    10,552       10,278  

Ministry Brands Merger Sub, LLC

Delayed Draw

    5,649,718       5,593,220  

 

57

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

2. Significant Accounting Policies (continued)

 

Borrower

Type

 

Principal
Amount

   

Value

 

Ministry Brands Merger Sub, LLC

Revolver

  $ 1,694,915     $ 1,661,017  

MBS Holdings, Inc.

Revolver

    1,271,186       1,245,763  

Mc Group Ventures Corporation

Delayed Draw

    4,519,231       4,428,846  

Management Consulting & Research, LLC

Revolver

    2,195,341       2,162,410  

Mefla UK Limited

First Lien Term Loan

    3,024       4,036  

Mefla UK Limited

First Lien Term Loan

    156,822       17,114  

MedMark Services, Inc.

Delayed Draw

    6,809,914       6,741,814  

MedMark Services, Inc.

Delayed Draw

    1,102,478       1,091,454  

MSM Acquisitions

Delayed Draw

    12,500,000       12,500,000  

New Era Technology

Delayed Draw

    672,697       675,724  

New Era Technology

Revolver

    152,022       152,706  

NL1 Acquire Corp.

Delayed Draw

    2,598,371       2,019,746  

NL1 Acquire Corp.

Delayed Draw

    1,223,676       1,217,558  

NL1 Acquire Corp.

Revolver

    1,160,727       902,248  

Northstar Recycling

Revolver

    2,000,000       1,960,000  

Obagi Cosmeceuticals LLC

Revolver

    2,500,000       2,500,000  

OB Hospitalist Group

Revolver

    1,534,351       1,503,664  

OIA Acquisition, LLC

Delayed Draw

    459,000       456,705  

OIA Acquisition, LLC

Revolver

    1,928,571       1,909,286  

Olympic Buyer, Inc.

Revolver

    2,352,941       2,299,529  

Omni Intermediate Holdings, LLC

Delayed Draw

    2,676,056       2,662,676  

Omni Intermediate Holdings, LLC

Delayed Draw

    842,958       838,743  

Omni Intermediate Holdings, LLC

Revolver

    1,689,141       1,672,249  

Omni Intermediate Holdings, LLC

Revolver

    532,394       527,070  

OneCare Media, LLC

Revolver

    1,333,333       1,313,333  

Patriot Growth Insurance Services, LLC

Delayed Draw

    8,594,340       8,594,340  

Patriot Growth Insurance Services, LLC

Delayed Draw

    1,837,657       1,819,281  

Patriot Growth Insurance Services, LLC

Revolver

    467,767       458,412  

Patriot Growth Insurance Services, LLC

Revolver

    2,660,377       2,633,774  

PCX Holding Corp.

Delayed Draw

    625,000       625,000  

PCX Holding Corp.

Revolver

    625,000       625,000  

Pinnacle Dermatology Management, LLC

Delayed Draw

    3,092,784       3,092,784  

Pinnacle Dermatology Management, LLC

Revolver

    1,082,474       1,068,943  

PDQ

Revolver

    1,764,706       1,733,824  

Pegasus Global Enterprise Holdings, LLC

Delayed Draw

    1,944,167       1,929,586  

Peter C. Foy & Associates Insurance Services, LLC

Delayed Draw

    346,502       343,618  

 

58

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

2. Significant Accounting Policies (continued)

 

Borrower

Type

 

Principal
Amount

   

Value

 

Peter C. Foy & Associates Insurance Services, LLC

Revolver

  $ 184,900     $ 183,051  

Pinnacle Treatment Centers, Inc.

Delayed Draw

    228,571       228,571  

Pinnacle Treatment Centers, Inc.

Revolver

    285,714       285,714  

Purfoods, LLC

Delayed Draw

    1,125,000       1,125,000  

PT Intermediate Holdings III, LLC

Delayed Draw

    13,100,000       13,100,000  

PT Intermediate Holdings III, LLC

Delayed Draw

    3,470,000       3,470,000  

ProcessUnity Holdings, LLC

Delayed Draw

    1,000,000       990,000  

ProcessUnity Holdings, LLC

Revolver

    1,000,000       980,000  

Jigsaw Bidco AS

First Lien Term Loan

    139,882       15,673  

Quantic Electronics, LLC

Delayed Draw

    1,419,994       1,412,894  

Quantic Electronics, LLC

Revolver

    428,397       426,255  

Race Winning Brands, Inc.

Revolver

    2,476,931       2,452,162  

Ranger Buyer, Inc.

Revolver

    1,538,462       1,523,077  

RefrigiWear, LLC

Revolver

    1,925,403       1,906,149  

Regent Holding Company, LLC

Revolver

    575,188       572,312  

Reorg Research, Inc.

Delayed Draw

    3,571,429       3,535,714  

Revalize, Inc.

Delayed Draw

    6,808,000       6,773,960  

Revalize, Inc.

Delayed Draw

    7,092,188       7,056,727  

Revalize, Inc.

Revolver

    681,000       674,190  

Revalize, Inc.

Revolver

    709,375       702,281  

RQM Buyer, Inc.

Delayed Draw

    4,687,500       4,640,625  

RSC Acquisition, Inc.

Delayed Draw

    7,771,084       7,693,374  

RSC Acquisition, Inc.

Delayed Draw

    2,937,146       2,907,775  

S4T Holdings Corp.

First Lien Term Loan

    4,545,455       4,522,727  

Safety Borrower Holdings

Delayed Draw

    1,694,915       1,686,441  

Safety Borrower Holdings

Revolver

    677,966       671,186  

Seko Global Logistics Network, LLC

Revolver

    58,596       57,717  

Sherlock Buyer Corp.

Delayed Draw

    2,052,750       2,032,223  

Sherlock Buyer Corp.

Revolver

    821,100       804,678  

Benefit Street Technology

Revolver

    2,666,667       2,613,333  

Smile Doctors, LLC

Delayed Draw

    2,893,993       2,879,523  

Smile Doctors, LLC

Revolver

    2,102,474       2,081,449  

The Smilist Company

Delayed Draw

    960,365       952,778  

The Smilist Company

Revolver

    582,039       577,441  

Sonny’s Enterprises, LLC

Delayed Draw

    6,525,000       6,394,500  

Sonny’s Enterprises, LLC

Revolver

    548,780       548,780  

 

59

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

2. Significant Accounting Policies (continued)

 

Borrower

Type

 

Principal
Amount

   

Value

 

Spartronics LLC

Revolver

  $ 1,441,631     $ 1,430,819  

Spartronics LLC

Revolver

    837,871       831,587  

Spear Education, LLC

Delayed Draw

    1,562,500       1,562,500  

Stanton Carpet Corp.

Revolver

    1,189,468       1,177,574  

Sweep Purchaser LLC

Delayed Draw

    1,750,000       1,732,500  

Syntax Systems Ltd.

Delayed Draw

    4,950,495       4,900,990  

Syntax Systems Ltd.

Revolver

    1,114,191       1,103,050  

Technimark Holdings, LLC

Second Lien Term Loan

    2,250,000       2,221,875  

THG Acquisition, LLC

Delayed Draw

    13,981,177       13,911,271  

THG Acquisition, LLC

Revolver

    743,884       736,445  

Tilley Chemical Co., Inc.

Revolver

    622,222       616,000  

Time Manufacturing Acquisition, LLC

Delayed Draw

    11,134,894       12,391,119  

Time Manufacturing Acquisition, LLC

Delayed Draw

    5,215,084       5,097,744  

Time Manufacturing Acquisition, LLC

Revolver

    1,369,863       1,354,521  

Titan Group Holdco, LLC

Delayed Draw

    2,500,000       2,475,000  

Titan Group Holdco, LLC

Delayed Draw

    2,500,000       2,475,000  

Titan Group Holdco, LLC

Delayed Draw

    3,750,000       3,712,500  

Titan Group Holdco, LLC

Revolver

    2,000,000       1,980,000  

Trident Maritime Systems, Inc.

Revolver

    1,444,444       1,437,222  

Troy Gastroenterology, P.C.

Delayed Draw

    2,561,576       2,561,576  

Troy Gastroenterology, P.C.

Revolver

    591,133       591,133  

Trunk Acquisition, Inc.

Revolver

    642,857       636,429  

Trunk Acquisition, Inc.

Revolver

    2,500,000       2,475,000  

Transtar Holding Company

Delayed Draw

    1,448,276       1,433,793  

Turbo Buyer, Inc.

Delayed Draw

    2,300,000       2,271,250  

Uniguest

Delayed Draw

    1,592,105       1,592,105  

Uniguest

Revolver

    526,316       526,316  

Urology Management Holdings, Inc.

Delayed Draw

    10,664,453       10,557,808  

USME Holdings LLC

Delayed Draw

    743,478       743,478  

USME Holdings LLC

Revolver

    936,232       936,232  

USRP Holdings, Inc.

Delayed Draw

    6,892,844       6,754,987  

USRP Holdings, Inc.

Revolver

    634,409       621,720  

Vale Insurance Services LLC

Revolver

    2,204,403       2,182,359  

Vetcor Professional Practices LLC

Delayed Draw

    7,920,421       7,880,819  

Vetcor Professional Practices LLC

Second Lien Delayed Draw

    9,473,684       9,402,632  

Vetcor Professional Practices LLC

Revolver

    1,010,526       1,000,421  

The Vertex Companies, Inc.

Delayed Draw

    3,913,043       3,883,696  

 

60

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

2. Significant Accounting Policies (continued)

 

Borrower

Type

 

Principal
Amount

   

Value

 

The Vertex Companies, Inc.

Revolver

  $ 1,304,348     $ 1,284,783  

Vital Care Buyer, LLC

Revolver

    1,777,778       1,777,778  

VLS Recovery Services, LLC

Delayed Draw

    5,952,381       5,892,857  

VLS Recovery Services, LLC

Revolver

    2,040,816       2,020,408  

VRC Companies, LLC

Delayed Draw

    1,890,625       1,852,813  

VRC Companies, LLC

Revolver

    625,000       612,500  

Water Holdings Acquisition, LLC

Revolver

    872,877       855,419  

WCAS Orthopedics MSO, LLC

Revolver

    1,724,138       1,706,897  

World Insurance Associates, LLC

Delayed Draw

    8,321,311       8,238,098  

World Insurance Associates, LLC

Delayed Draw

    6,934,426       6,865,082  

Zavation Medical Products, LLC

First Lien Term Loan

    1,621,622       1,605,405  
      $ 774,351,825     $ 769,120,303  

 

Valuation of Investments

 

The Fund’s Valuation Committee (“Valuation Committee”) oversees the valuation of the Fund’s investments on behalf of the Fund. The Board of Trustees of the Fund (the “Board”) has approved the valuation policy and procedures for the Fund (the “Valuation Procedures”). Securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on NASDAQ), including securities traded over the counter, are valued at the last quoted sale price on the primary exchange or market (foreign or domestic) on which they are traded on a day the Fund will calculate its net asset value as of the close of business on each day that the New York Stock Exchange is open for business and at such other times as the Board shall determine (each a “Determination Date” or at approximately 4:00 pm U.S. Eastern Time if a security’s primary exchange is normally open at that time), or, if there is no such reported sale on the Determination Date, the mean between the closing bid and asked prices and if no asked price is available, at the bid price. For securities traded on NASDAQ, the NASDAQ Official Closing Price (which is the last trade price at or before 4:00:02 p.m. U.S. Eastern Time adjusted up to NASDAQ’s best offer price if the last trade price is below such bid and down to NASDAQ’s best offer price if the last trade is above such offer price) will be used.

 

Fixed income securities (including corporate bonds and senior secured loans) with a remaining maturity of 60 days or more for which accurate market quotations are readily available will normally be valued according to dealer supplied mean quotations or mean quotations from a recognized pricing service. The independent pricing agents may employ methodologies that utilize actual market transactions (if the security is actively traded), broker-dealer supplied valuations, or matrix pricing. Matrix pricing determines a security’s value by taking into account such factors as security prices, yields, maturities, call features, ratings and developments relating to comparable securities. Debt obligations with remaining maturities of sixty days or less when originally acquired will be valued at their amortized cost, which approximates fair market value.

 

Corporate loans are generally valued using unobservable pricing inputs received from the Sub-Advisers or the Fund’s investment partners. The Investment Manager will continuously monitor the valuations of Fund investments provided by the Sub-Advisers and investment partners and review any material concerns with the Valuation Committee. The Investment Manager may conclude, however, in certain circumstances, that a fair valuation provided by a Sub-Adviser or investment partner does not represent the fair value of a Fund investment and is not indicative of what actual fair value would be in an active, liquid or established market. In those circumstances, the Fund might value such investment at a discount or a premium to the value it receives from the Sub-Adviser or investment partner, in accordance with the Fund’s valuation procedures. Any such decision would be made in good faith, and subject to the review and supervision of the Valuation Committee. The Investment Manager may choose to value certain immaterial direct corporate loans internally upon approval of the Valuation Committee. The Board will consider, no less frequently than quarterly, all relevant information and the reliability of pricing information provided by the Sub-Advisers and investment partners. Additionally, the values of the Funds’ direct loan investments are adjusted daily based on the estimated total return that the asset will generate during the current quarter. The Investment Manager, Sub-Advisers and the Valuation Committee monitor these estimates regularly and update them

 

61

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

2. Significant Accounting Policies (continued)

 

as necessary if macro or individual changes warrant any adjustments. At the end of the quarter, each direct loan’s value is adjusted based on the actual income and appreciation or depreciation realized by such loan when its quarterly valuations and income are reported. This information is updated as soon as the information becomes available.

 

CLOs are not traded on a national securities exchange and instead are valued utilizing a market approach. The market approach is a method of determining the valuation of a security based on the selling price of similar securities. The types of factors that may be taken into account in pricing CLOs include: the yield of similar CLOs where pricing is available in the market; the riskiness of the underlying pool of loans; features of the CLO, including weighted average life test, liability pricing, management fees, covenant cushions, weighted average spread of underlying loans and net asset value.

 

Redeemable securities issued by open-end registered investment companies are valued at the investment company’s applicable net asset value as reported by such companies, with the exception of exchange-traded open-end registered investment companies which are priced in accordance with the first paragraph within this valuation of investments section.

 

The Fund may invest in interests or shares in private investment companies and/or funds (“Private Investment Funds”) where the net asset value is calculated and reported by respective unaffiliated investment managers on a monthly or quarterly basis. Unless the Investment Manager is aware of information that a value reported to the Fund by a portfolio, underlying manager, or administrator does not accurately reflect the value of the Fund’s interest in that Private Investment Fund, the Investment Manager will use the net asset value provided by the Private Investment Funds as a practical expedient to estimate the fair value of such interests.

 

Reverse Repurchase Agreements

 

In a reverse repurchase agreement, the Fund delivers a security in exchange for cash to a financial institution, the counterparty, with a simultaneous agreement to repurchase the same or substantially the same security at an agreed upon price and date. In an open maturity reverse repurchase agreement, there is no pre-determined repurchase date and the agreement can be terminated by the Fund or counterparty at any time. The Fund is entitled to receive principal and interest payments, if any, made on the security delivered to the counterparty during the term of the agreement. Cash received in exchange for securities delivered and accrued interest payments to be made by the Fund to counterparties are reflected as liabilities on the consolidated Statement of Assets and Liabilities. Interest payments made by the Fund to counterparties are recorded as interest from reverse repurchase agreements on the consolidated Statement of Operations. In periods of increased demand for the security, the Fund may receive a fee for use of the security by the counterparty, which may result in interest income to the Fund. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, the Fund’s use of the proceeds of the agreement may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the Fund’s obligation to repurchase the securities. Reverse repurchase agreements involve leverage risk and also the risk that the market value of the securities to be repurchased may decline below the repurchase price.

 

Master Repurchase Agreements and Global Master Repurchase Agreements (individually and collectively “Master Repo Agreements”) govern repurchase, reverse repurchase, and certain sale-buyback transactions between the Fund and select counterparties. Master Repo Agreements maintain provisions for, among other things, initiation, income payments, events of default, and maintenance of collateral. The value of transactions under the Master Repo Agreement, collateral pledged or received, and the net exposure by counterparty as of period end are disclosed in the consolidated Schedule of Investments and footnote 12 thereto. For the year ended December 31, 2021, the average balance outstanding and weighted average interest rate were $12,479,359 and 1.69%, respectively.

 

   

2021

 
   

Remaining Contractual Maturity of the Agreements

 

Reverse
Repurchase Agreements

 

Overnight and
Continuous

   

Up to 30 days

   

30–90 days

   

Greater Than
90 days

   

Total

 

Collateralized Loan Obligations

  $     $     $ 6,833,000     $     $ 6,833,000  

Total

  $     $     $ 6,833,000     $     $ 6,833,000  

 

62

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

2. Significant Accounting Policies (continued)

 

Repurchase Offers

 

The Fund is a closed-end investment company structured as an interval fund and, as such, has adopted a fundamental policy to make quarterly repurchase offers, at per-class NAV, of not less than 5% of the Fund’s outstanding Shares on the repurchase request deadline. The Fund will offer to purchase only a small portion of its Shares each quarter, and there is no guarantee that shareholders will be able to sell all of the Shares that they desire to sell in any particular repurchase offer. Under current regulations, such offers must be for not less than 5% nor more than 25% of the Fund’s Shares outstanding on the repurchase request deadline. If a repurchase offer is oversubscribed, the Fund may repurchase only a pro rata portion of the Shares tendered by each shareholder. The potential for proration may cause some investors to tender more Shares for repurchase than they wish to have repurchased or result in investors being unable to liquidate all or a given percentage of their investment during in the particular repurchase offer.

 

Borrowing, Use of Leverage

 

On March 12, 2020, CCLF SPV LLC, entered into a secured revolving credit facility (the “Facility”), pursuant to a Loan and Servicing Agreement with Massachusetts Mutual Life Insurance Company as the initial lender and other lenders from time to time as parties thereto (the “Lenders”), the Fund, Cortland Capital Market Services LLC as the Administrative Agent and Collateral Custodian and other parties. As of December 31, 2021, the Facility provides for borrowings on a committed basis in an aggregate principal amount up to $1,500,000,000, which amount may be increased from time to time upon mutual agreement by the Lenders and CCLF SPV secured by the Fund’s equity interest in CCLF SPV and by CCLF SPV’s assets. In connection with the Facility, CCLF SPV has made certain customary representations and warranties and is required to comply with various customary covenants, reporting requirements and other requirements. The Facility contains events of default customary for similar financing transactions, including: (i) the failure to make principal, interest or other payments when due after the applicable grace period; (ii) the insolvency or bankruptcy of CCLF SPV or the Fund; (iii) a change of control of CCLF SPV; or (iv) a change of management of the Fund. Upon the occurrence and during the continuation of an event of default, the Lenders may declare the outstanding advances and all other obligations under the Facility immediately due and payable. For the year ended December 31, 2021, the average balance outstanding, interest rate at year end, and weighted average interest rate were $499,000,000, 2.63% and 2.72%, respectively. The interest expense during the year ended December 31, 2021 was $13,547,381. Commitment fees incurred are prepaid and amortized over the term of the loan. For the year ended December 31, 2021, fees were $553,261.

 

Certain Fund investments are held by CCLF SPV. The use of leverage increases both risk of loss and profit potential. The Fund is subject to the Investment Company Act requirement that an investment company satisfy an asset coverage requirement of 300% of its indebtedness, including amounts borrowed (including through one or more SPVs that are wholly-owned subsidiaries of the Fund), measured at the time the investment company incurs the indebtedness. This means that at any given time the value of the Fund’s total indebtedness may not exceed one-third the value of its total assets (including such indebtedness). The interests of persons with whom the Fund (or SPVs that are wholly-owned subsidiaries of the Fund) enters into leverage arrangements will not necessarily be aligned with the interests of the Fund’s shareholders and such persons will have claims on the Fund’s assets that are senior to those of the Fund’s shareholders. In addition to the risks created by the Fund’s use of leverage, the Fund is subject to the additional risk that it would be unable to timely, or at all, obtain leverage borrowing. The Fund might also be required to de-leverage, selling securities at a potentially inopportune time and incurring tax consequences. Further, the Fund’s ability to generate income from the use of leverage would be adversely affected.

 

Secured Borrowings

 

From time to time, the Fund may engage in sale/buy-back agreements, which are a type of secured borrowing. The amount, interest rate and terms of these agreements will be individually negotiated on a transaction-by-transaction basis. Each borrowing is secured by an interest in an underlying asset which is participated or assigned to the sale/buy-back counter party for the duration of the agreement.

 

On October 27, 2021 and December 20, 2021, the Fund entered into sale/buy-back agreements with Macquarie US Trading LLC (“Macquarie”), and pursuant to such agreements, the Fund assigned certain assets to Macquarie, with a corresponding repurchase obligation at an agreed-upon price within 120 days after the sale date (the “Macquarie Sale/Buy-Back”). The Macquarie Sale/Buy-Back has a funding cost of 0.8904 bps per day and is not subject to any additional fees. As of December 31, 2021, secured borrowings pursuant to the Macquarie Sale/Buy-Back were $102,503,317 with a maturity of 30-90 days and $147,486,913 with a maturity of greater than 90 days. Interest expense on secured borrowings for the year ended December 31, 2021 were $770,526. Secured borrowings outstanding as of December 31, 2021 with Macquarie were as follows:

 

63

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

2. Significant Accounting Policies (continued)

 

Loan Name

 

Trade Date

   

Maturity Date

   

Amount

 

Follett School Solutions

    October 27, 2021       February 24, 2022     $ 18,021,818  

MC Group Ventures Corporation

    October 27, 2021       February 24, 2022       15,039,231  

MC Group Ventures Corporation

    October 27, 2021       February 24, 2022       4,994,231  

PDQ

    October 27, 2021       February 24, 2022       10,634,118  

The Vertex Companies, Inc. and TWD Vertex Acquisition, LLC

    October 27, 2021       February 24, 2022       9,586,956  

GovBrands Intermediate, Inc.

    October 27, 2021       February 24, 2022       8,628,840  

Gainsight Inc.

    October 27, 2021       February 24, 2022       14,737,500  

Diligent Corporation and Diligent Sterling, LLC

    October 27, 2021       February 24, 2022       4,334,220  

Diligent Corporation and Diligent Sterling, LLC

    October 27, 2021       February 24, 2022       5,921,643  

GS AcquisitionCo, Inc

    October 27, 2021       February 24, 2022       10,604,760  

Total

                  $ 102,503,317  

 

Loan Name

 

Trade Date

   

Maturity Date

   

Amount

 

GS AcquisitionCo, Inc.

    December 20, 2021       April 19, 2022     $ 9,176,305  

Cleo Communications Holding, LLC

    December 20, 2021       April 19, 2022       12,806,043  

VRC Companies, LLC

    December 20, 2021       April 19, 2022       18,329,062  

Patriot Growth Insurance Services, LLC

    December 20, 2021       April 19, 2022       13,607,830  

Iconic Purchaser Corporation

    December 20, 2021       April 19, 2022       16,082,051  

Ranger Buyer, Inc.

    December 20, 2021       April 19, 2022       22,846,154  

Inovalon Holdings, Inc.

    December 20, 2021       April 19, 2022       12,316,898  

ERC Holdings, LLC

    December 20, 2021       April 19, 2022       14,879,290  

Trunk Acquisition, Inc.

    December 20, 2021       April 19, 2022       22,275,000  

Woof Holdings, Inc.

    December 20, 2021       April 19, 2022       5,168,280  

Total

                  $ 147,486,913  

 

3. Principal Risks

 

Non-Diversified Status

 

The Fund is a “non-diversified” management investment company. Thus, there are no percentage limitations imposed by the Investment Company Act on the Fund’s assets that may be invested, directly or indirectly, in the securities of any one issuer. Consequently, if one or more securities are allocated a relatively large percentage of the Fund’s assets, losses suffered by such securities could result in a higher reduction in the Fund’s capital than if such capital had been more proportionately allocated among a larger number of securities. The Fund may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company.

 

Multi-Manager Risk

 

Fund performance is dependent upon the success of the Investment Manager and the Sub-Advisers in implementing the Fund’s investment strategies in pursuit of its investment objectives. To a significant extent, the Fund’s performance will depend on the success of the Investment Manager’s methodology in allocating the Fund’s assets to the Sub-Advisers and its selection and oversight of the Sub-Advisers. The Sub-Advisers selected by the Investment Manager may underperform the market generally or other sub-advisers that could have been selected for the Fund. The Sub-Advisers’ investment styles may

 

64

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

3. Principal Risks (continued)

 

not always be complementary, which could adversely affect the performance of the Fund. In addition, the Sub-Advisers and Investment Manager invest independently of each other and may pursue investment strategies that “compete” with each other for investment opportunities, which could have the result of increasing an investment’s cost.

 

LIBOR Risk

 

LIBOR has been used extensively in the U.S. and globally as a “benchmark” or “reference rate” for various commercial and financial contracts, including corporate and municipal bonds, bank loans, asset-backed and mortgage-related securities, interest rate swaps and other derivatives. Instruments in which the Fund invests may have historically paid interest at floating rates based on LIBOR or may have been subject to interest caps or floors based on LIBOR. The Fund and issuers of instruments in which the Fund invests may have also historically obtained financing at floating rates based on LIBOR. The underlying collateral of CLOs in which the Fund invests have also paid interest at floating rates based on LIBOR. In July of 2017, the head of the UK Financial Conduct Authority (“FCA”) announced a desire to phase out the use of LIBOR by the end of 2021. On March 5, 2021, ICE announced that all LIBOR settings will either cease to be provided by any administrator or no longer be representative: (a) immediately after December 31, 2021, in the case of the 1-week and 2-month U.S. dollar LIBOR settings; and (b) immediately after June 30, 2023, in the case of the remaining U.S. dollar LIBOR settings.

 

On July 29, 2021, the U.S. Federal Reserve, in connection with the Alternative Reference Rates Committee (“ARRC”), a steering committee comprised of large U.S. financial institutions, formally recommended the forward-looking Secured Overnight Financing Rate (“SOFR”) term rates proposed by CME Group, Inc. as the replacement for U.S. dollar LIBOR, marking the final step in the ARRC’s Paced Transition Plan implemented to encourage the adoption of SOFR. In addition, as of the date of this prospectus, the current nominated replacement for GBP-LIBOR is the Sterling Overnight Interbank Average Rate (“SONIA”). In July 2020, Bloomberg began publishing fall-backs that the International Swaps and Derivatives Association (“ISDA”) intends to implement in lieu of LIBOR with respect to swaps and derivatives. Given the inherent differences between LIBOR and SOFR, or any other alternative Benchmark Rate that may be established, including SONIA, there remains uncertainty regarding the future utilization of LIBOR and the nature of any replacement rate. In many cases, the nominated replacements, as well as other potential replacements, are not complete or ready to implement and require margin adjustments. There is currently no final consensus as to which Benchmark Rate(s) (along with any adjustment and/or permutation thereof) will replace all or any LIBOR tenors after the discontinuation thereof and there can be no assurance that any such replacement Benchmark Rate(s) will attain market acceptance.

 

Any transition away from LIBOR to one or more alternative Benchmark Rates is complex and could have a material adverse effect on the Fund’s business, financial condition and results of operations, including, without limitation, as a result of any changes in the pricing and/or availability of the Fund’s investments, negotiations and/or changes to the documentation for certain of the Fund’s investments, the pace of such changes, disputes and other actions regarding the interpretation of current and prospective loan documentation, basis risks between investments and hedges, basis risks within investments (e.g., securitizations), costs of modifications to processes and systems, and/or costs of administrative services and operations, including monitoring of recommended conventions and Benchmark Rates, or any component of or adjustment to the foregoing.

 

It is not possible to predict whether there will be any further changes in the methods pursuant to which the LIBOR rates are determined and any other reforms to LIBOR that will be enacted in the United States, the U.K. or elsewhere, or the effects thereof. Any such changes or further reforms to LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR rates, which could have a material adverse impact on the value of the Fund’s investments and any payments linked to LIBOR thereunder.

 

LIBOR is likely to perform differently than in the past until the final phase-outs in 2023 and, ultimately, cease to exist as a global benchmark going forward. Until an alternative Benchmark Rate(s) becomes generally accepted and regularly implemented in the market, the uncertainty as to the future of LIBOR, its eventual phase-out, the transition to one or more alternate Benchmark Rate(s), and the implementation of such new Benchmark Rate(s) may impact a number of factors, which, either alone or in the aggregate, may cause a material adverse effect on the Fund’s performance and ability to achieve its investment objective. Such factors include, without limitation: (i) the administration and/or management of portfolio of investments, including (a) cost of funding or other operational or administrative costs, (b) costs incurred to transition to and implement a substitute index or Benchmark Rate(s) for purposes of calculating interest, (c) costs of negotiating with counterparties with respect to an acceptable replacement calculation and potential amendments to existing debt instruments or credit facilities currently utilizing LIBOR to determine interest rates, and/or (d) costs of potential disputes and/or litigation regarding interest calculation, loan value, appropriateness or comparability of any new Benchmark Rate(s) or any other dispute over terms relating to or arising from any of the foregoing; (ii) the availability (or lack thereof) of potential investments in the market

 

65

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

3. Principal Risks (continued)

 

during the transition period; (iii) the time periods necessary to make investments and deploy capital during the transition period; (iv) the calculation and value of investments and overall cash flows, profitability and performance; (v) the liquidity of investments in the secondary market or otherwise, and the asset-liability management strategies available; (vi) basis risks between investments and hedges and basis risks within investments (e.g., securitizations); or (vii) any mismatch, during a transition period or otherwise, between a Benchmark Rate used for leverage facilities and another used for one or more of the Fund’s investments.

 

Limited Liquidity

 

Shares in the Fund provide limited liquidity since shareholders will not be able to redeem Shares on a daily basis. A shareholder may not be able to tender its Shares in the Fund promptly after it has made a decision to do so. In addition, with very limited exceptions, Shares are not transferable, and liquidity will be provided only through repurchase offers made quarterly by the Fund. In addition, the Fund does not expect any trading market to develop for the Shares. As a result, if investors decide to invest in the Fund, they will have very limited opportunity to sell their Shares. Shares in the Fund are therefore suitable only for investors who can bear the risks associated with the limited liquidity of Shares and should be viewed as a long-term investment.

 

Pandemic Risk

 

The continuing spread of an infectious respiratory illness caused by a novel strain of coronavirus (known as COVID-19) has caused volatility, severe market dislocations and liquidity constraints in many markets, including securities the Fund holds, and may adversely affect the Fund’s investments and operations. The outbreak was first detected in December 2019 and subsequently spread globally, and since then, the number of cases has fluctuated and new “variants” have been confirmed around the world. The transmission of COVID-19 and efforts to contain its spread have resulted in international and domestic travel restrictions and disruptions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, quarantines, event and service cancellations or interruptions, disruptions to business operations (including staff reductions), supply chains and consumer activity, as well as general concern and uncertainty that has negatively affected the economic environment. These disruptions have led to instability in the market-place, including stock and credit market losses and overall volatility. The impact of COVID-19, and other infectious illness outbreaks, epidemics or pandemics that may arise in the future, could adversely affect the economies of many nations or the entire global economy, the financial performance of individual issuers, borrowers and sectors and the health of the markets generally in potentially significant and unforeseen ways. In addition, the impact of infectious illnesses, such as COVID-19, in emerging market countries may be greater due to generally less established healthcare systems. This crisis or other public health crises may exacerbate other pre-existing political, social and economic risks in certain countries or globally.

 

The Fund, the Investment Manager and Sub-Advisers have in place business continuity plans reasonably designed to ensure that they maintain normal business operations, and that the Fund, its portfolio and assets are protected. However, in the event of a pandemic or an outbreak, such as COVID-19, there can be no assurance that the Fund, its advisers and service providers, or the Fund’s portfolio companies, will be able to maintain normal business operations for an extended period of time or will not lose the services of key personnel on a temporary or long-term basis due to illness or other reasons. A pandemic or disease could also impair the information technology and other operational systems upon which the Fund’s advisers rely and could otherwise disrupt the ability of the Fund’s service providers to perform essential tasks.

 

The foregoing has led to a recession in most developed countries in the world, and it could lead to increased market volatility, a greater number of market closures, higher default rates and adverse effects on the values and liquidity of securities or other assets. Such impacts, which may vary across asset classes, may adversely affect the performance of the Fund’s investments, the Fund and your investment in the Fund. In certain cases, an exchange or market may close or issue trading halts on either specific securities or even the entire market, which may result in the Fund being, among other things, unable to buy or sell certain securities or financial instruments or to accurately price its investments.

 

Governmental authorities and regulators throughout the world, such as the U.S. Federal Reserve, have in the past responded to major economic disruptions with changes to fiscal and monetary policy, including but not limited to, direct capital infusions, new monetary programs and dramatically lower interest rates. Certain of those policy changes have been and continue to be implemented in response to the COVID-19 pandemic. Such policy changes may adversely affect the value, volatility and liquidity of dividend and interest paying securities. The effect of recent efforts undertaken by the U.S. Federal Reserve to address the economic impact of the COVID-19 pandemic, such as the reduction of the federal funds target rate, and other

 

66

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

3. Principal Risks (continued)

 

monetary and fiscal actions that may be taken by the U.S. federal government to stimulate the U.S. economy, are not yet fully known. Although vaccines are becoming more widely available, the duration of the COVID-19 outbreak and its full impacts are unknown and the pace of recovery may vary from market to market, resulting in a high degree of uncertainty for potentially extended periods of time, especially in certain sectors in which the Fund may make investments.

 

4. Investment Advisory and Other Agreements

 

The Fund has entered into an investment management agreement (the “Investment Management Agreement”) with the Investment Manager. Pursuant to the Investment Management Agreement, the Fund pays the Investment Manager a monthly Investment Management Fee equal to 1.00% on an annualized basis of the Fund’s Net Assets. The Investment Manager has contractually agreed to an expense limitation and reimbursement agreement (the “Expense Limitation and Reimbursement Agreement”) with the Fund, whereby the Investment Manager has agreed to waive fees that it would otherwise have been paid, and/or to assume expenses of the Fund (a “Waiver”), if required to ensure the Total Annual Expenses (excluding any taxes, leverage interest, distribution and servicing fees, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses (as determined in accordance with SEC Form N-2), expenses incurred in connection with any merger or reorganization, and extraordinary expenses, such as litigation expenses) do not exceed 2.25% of the average daily net assets of Class I Shares (the “Expense Limit”). For a period not to exceed three years from the date on which a Waiver is made, the Investment Manager may recoup amounts waived or assumed, provided it is able to effect such recoupment and remain in compliance with the Expense Limitation and Reimbursement Agreement. The Expense Limitation and Reimbursement Agreement has an initial two-year term, which ends two years from the date of commencement of the Fund’s operations. The Expense Limitation and Reimbursement Agreement will automatically renew for consecutive one-year terms thereafter.

 

The Fund uses a “multi-manager” approach whereby the Fund’s assets are allocated amongst the Investment Manager and one or more sub-advisers in percentages determined at the discretion of the Investment Manager (“allocated portion”). Pursuant to separate sub-advisory agreements, the Fund has agreed to pay Audax Management Company (NY), LLC a monthly sub-advisory fee, on an annualized basis, of (i) 0.95% on the value of the allocated portion’s average daily assets for the first fifty million dollars ($50,000,000), (ii) 0.85% on the value of the allocated portion’s average daily assets that exceeds fifty million dollars ($50,000,000) up to one hundred million dollars ($100,000,000), and (iii) 0.65% on the value of the allocated portion’s average daily assets that exceeds one hundred million dollars ($100,000,000). On September 30, 2021, Audax Management Company (NY), LLC was terminated as sub-advisor to the Fund. The portfolio management fees paid to Crescent Capital Group LP (“Crescent Capital”) are 1.00% on an annualized basis of the allocated portion of the Fund’s average daily assets managed by Crescent Capital and are paid monthly. The portfolio management fees paid to BlackRock Capital Investment Advisors (“BlackRock”) will be 1.00% on an annualized basis of the allocable portion of the Fund’s average daily assets managed by BlackRock.

 

For a period not to exceed three years from the date on which advisory fees are waived or Fund expenses were absorbed by the Investment Manager, the Investment Manager may recoup amounts waived or absorbed, provided it is able to effect such recoupment and remain in compliance with (a) the limitation on Fund expenses in effect at the time of the relevant reduction in advisory fees or payment of the Fund’s expenses, and (b) the limitation on Fund expenses at the time of the recoupment. At December 31, 2021 the amount of these potentially recoverable expenses is $490,297 expiring on December 31, 2022. For the year ended December 31, 2021, the Investment Manager did not recover any previously waived expenses.

 

Foreside Fund Services, LLC serves as the Fund’s distributor; UMB Fund Services, Inc. (“UMBFS”) serves as the Fund’s fund accountant, transfer agent and administrator. For the year ended December 31, 2021, the Fund’s allocated UMBFS fees are reported on the consolidated Statement of Operations.

 

An officer of the Fund is an employee of UMBFS. The Fund does not compensate officers affiliated with the Fund’s administrator. For the year ended December 31, 2021, the Fund’s allocated fees incurred for trustees who are not affiliated with the Fund’s administrator are reported on the consolidated Statement of Operations.

 

Vigilant Compliance, LLC provides Chief Compliance Officer (“CCO”) services to the Fund. The Fund’s allocated fees incurred for CCO services for the year ended December 31, 2021, are reported on the consolidated Statement of Operations.

 

67

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

5. Fair Value of Investments

 

Fair value – Definition

 

The Fund uses a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

 

 

Level 1 – Valuations based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

 

 

Level 2 – Valuations based on inputs, other than quoted prices included in Level 1, that are observable either directly or indirectly.

 

 

Level 3 – Valuations based on inputs that are both significant and unobservable to the overall fair value measurement.

 

Investments in Private Investment Funds measured based upon Net Asset Value (“NAV”) as a practical expedient to determine fair value are not required to be categorized in the fair value hierarchy.

 

The availability of valuation techniques and observable inputs can vary from investment to investment and are affected by a wide variety of factors, including type of investment, whether the investment is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, determining fair value requires more judgment. Because of the inherent uncertainly of valuation, estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Investment Manager in determining fair value is greatest for investments categorized in Level 3.

 

The Fund’s assets recorded at fair value have been categorized based on a fair value hierarchy as described in the Fund’s significant accounting policies. The following table presents information about the Fund’s assets and liabilities measured at fair value as of December 31, 2021:

 

Assets

 

Level 1

   

Level 2

   

Level 3

   

Net Asset
Value

   

Total

 

Investments, at fair value

                                       

Senior Secured Loans

  $     $ 66,400,591     $ 4,588,192,457     $     $ 4,654,593,048  

Private Investment Vehicles

                1,857,735       1,945,133,552       1,946,991,287  

Collateralized Loan Obligations

          79,356,890       18,045,328             97,402,218  

Preferred Stocks

                30,032,779             30,032,779  

Subordinated Debt

                15,450,000             15,450,000  

Common Stocks

                5,081,224             5,081,224  

Warrants

                1,152,261             1,152,261  

Short-Term Investments

    55,878,712                         55,878,712  

Total Investments, at fair value

  $ 55,878,712     $ 145,757,481     $ 4,659,811,784     $ 1,945,133,552     $ 6,806,581,529  
                                         

Other Financial Instruments1

                                       

Forward Contracts

  $     $ 523,672     $     $     $ 523,672  

Total Assets

  $ 55,878,712     $ 146,281,153     $ 4,659,811,784     $ 1,945,133,552     $ 6,807,105,201  
                                         

 

68

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

5. Fair Value of Investments (Continued)

 

Assets

 

Level 1

   

Level 2

   

Level 3

   

Net Asset
Value

   

Total

 

Liabilities

 

 

   

 

   

 

   

 

   

 

 

Investments, at fair value

                                       

Reverse Repurchase Agreement

  $     $ 6,833,000     $     $     $ 6,833,000  

Other Financial Instruments1

                                       

Forward Contracts

          1,865,342                   1,865,342  

Total Liabilities, at fair value

  $     $ 8,698,342     $     $     $ 8,698,342  

 

1

Other financial instruments are derivative instruments such as futures contracts, forward contracts and swap contracts. Futures contracts, forward contracts and swap contracts are valued at the unrealized appreciation (depreciation) on the instrument.

 

The following table presents the changes in assets and transfers in and out for investments that are classified in Level 3 of the fair value hierarchy for the year ended December 31, 2021:

 

   

Senior
Secured Loans

   

Private
Investment
Vehicles

   

Collateralized
Loan
Obligations

   

Preferred
Stocks

   

Subordinated
Debt

 

Balance as of January 1, 2021

  $ 709,359,963     $ 6,766,715     $ 92,373,408     $     $  

Purchases

    4,639,618,008                   30,013,004       15,450,000  

Sales/Paydowns

    (747,835,299 )     (7,717,706 )     (9,850,000 )            

Realized gains (losses)1

    5,725,022       7,024,192                    

Original issue discount and amendment fees

    (11,624,161 )     186,431                    

Accretion

    3,111,599             183,613              

Change in Unrealized appreciation (depreciation)

    5,312,186       (4,401,897 )     3,615,663       19,775        

Transfers In

                             

Transfers Out2

    (15,474,861 )           (68,277,356 )            

Balance as of December 31, 2021

  $ 4,588,192,457     $ 1,857,735     $ 18,045,328     $ 30,032,779     $ 15,450,000  

 

   

Warrants

   

Common
Stocks

   

Total

 

Balance as of January 1, 2021

  $     $     $ 808,500,086  

Purchases

    1,152,261       4,365,607       4,690,598,880  

Sales/Paydowns

                (765,403,005 )

Realized gains (losses)

                12,749,214  

Original issue discount and amendment fees

                (11,437,730 )

Accretion

                3,295,212  

Change in Unrealized appreciation (depreciation)

          715,617       5,261,344  

Transfers In

                 

Transfers Out

                (83,752,217 )

Balance as of December 31, 2021

  $ 1,152,261     $ 5,081,224     $ 4,659,811,784  

 

1

Senior Secured Loans includes paydown gains (losses) of $5,530,011.

 

2

Transferred from Level 3 to Level 2 because observable market data became available for the investments.

 

69

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

5. Fair Value of Investments (Continued)

 

The following table summarizes the valuation techniques and significant unobservable inputs used for the Fund’s investments that are categorized in Level 3 of the fair value hierarchy as of December 31, 2021.

 

Investments

 

Fair Value

 

Valuation
Technique

Unobservable
Inputs

Range of
Inputs

Impact on
Valuation from
an increase
in input

Collateralized Loan Obligations

  $ 18,045,328  

Income approach

Interest Rate/ Discount Margin

6.65% - 14.00%

Decrease

           

Default Rate

3 CDR

Decrease

           

Recovery Rate

60%

Increase

           

Term

Maturity, or Reinvestment +24 months

Decrease

           

Prepayment Assumptions

25 CPR

Increase

           

Reinvestment Assumptions

$98.50

Decrease

Common Stocks

    4,328,128  

Market approach

Public Company Comparison - LTM Revenue Multiple

4.39x

Increase

      653,096  

Market approach

Public Company Comparison - LTM EBITDA Multiple

7.0x

Increase

      100,000  

Cost

Recent Transaction Price

N/A

N/A

Preferred Stocks

    18,777,779  

Income approach

Discount Rate

14.07% - 16.53%

Decrease

      11,255,000  

Cost

Recent Transaction Price

N/A

N/A

Private Investment Vehicles

    1,857,735  

Income approach

Weighted Average Cost of Capital

15.00%

Decrease

Senior Secured Loans

    1,411,487,094  

Income approach

Discount Rate

4.35% - 11.86%

Decrease

           

LTM Revenue ($ Millions)

$19 - $3,016

Increase

           

Debt/EBITDA

0.81x — 20.10x

Decrease

           

Interest Coverage

0.85x — 49.14x

Increase

      3,176,705,363  

Cost

Recent Transaction Price

N/A

N/A

Subordinated Debt

    15,450,000  

Cost

Recent Transaction Price

N/A

N/A

Warrants

    1,152,261  

Cost

Recent Transaction Price

N/A

N/A

    $ 4,659,811,784          

 

70

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

6. Capital Stock

 

The Fund is authorized as a Delaware statutory trust to issue an unlimited number of Shares in one or more classes, with a par value of $0.001. The minimum initial investment in Class I Shares by any investor is $10 million. However, the Fund, in its sole discretion, may accept investments below this minimum with respect to Class I Shares. Shares may be purchased by principals and employees of the Investment Manager or its affiliates and their immediate family members without being subject to the minimum investment requirements.

 

Class I Shares will not be subject to any initial sales charge. Shares will generally be offered for purchase on each business day at NAV per share, except that Shares may be offered more or less frequently as determined by the Board in its sole discretion. The Board may also suspend or terminate offerings of Shares at any time.

 

A shareholder whose Shares (or a portion thereof) are repurchased by the Fund will not be entitled to a return of any sales charge that was charged in connection with the shareholder’s purchase of the Shares.

 

Pursuant to Rule 23c-3 under the Investment Company Act, on a quarterly basis, the Fund offers shareholders holding all classes of shares the option of redeeming shares at NAV. The Board determines the quarterly repurchase offer amount (“Repurchase Offer Amount”), which can be no less than 5% and no more than 25% of all shares of all classes outstanding on the repurchase request deadline. If shareholders tender more than the Repurchase Offer Amount, the Fund may, but is not required to, repurchase an additional amount of shares not to exceed 2% of all outstanding shares of the Fund on the repurchase request deadline If the Fund determines not to repurchase more than the Repurchase Offer Amount, or if shareholders tender Shares in an amount exceeding the Repurchase Offer Amount plus 2% of the outstanding Shares on the Repurchase Request Deadline, the Fund will repurchase the Shares on a pro rata basis. However, the Fund may accept all shares tendered for repurchase by shareholders who own less than $2,500 worth of Shares and who tender all of their Shares, before prorating other amounts tendered. In addition, the Fund will accept the total number of Shares tendered in connection with required minimum distributions from an IRA or other qualified retirement plan. It is the shareholder’s obligation to both notify and provide the Fund supporting documentation of a required minimum distribution from an IRA or other qualified retirement plan. The results of the repurchase offers conducted for the year ended December 31, 2021 are as follows:

 

Commencement Date

January 8, 2021

April 7, 2021

July 7, 2021

October 6, 2021

Repurchase Request

February 11, 2021

May 7, 2021

August 6, 2021

November 5, 2021

Repurchase Pricing date

February 11, 2021

May 7, 2021

August 6, 2021

November 5, 2021

                                 

Net Asset Value as of Repurchase Offer Date

                               

Class I

  $ 10.45     $ 10.71     $ 10.68     $ 10.73  
                                 

Amount Repurchased

                               

Class I

  $ 10,345,765     $ 25,558,040     $ 78,796,899     $ 41,797,819  
                                 

Percentage of Outstanding Shares Repurchased

                               

Class I

    1.10 %     1.52 %     2.98 %     1.07 %

 

7. Federal Income Taxes

 

Fund Income Tax

 

At December 31, 2021, gross unrealized appreciation and depreciation on investments, based on cost for federal income tax purposes were as follows:

 

Cost of investments including proceeds from reverse repurchase agreements

  $ 6,743,163,234  

Gross unrealized appreciation

    70,018,210  

Gross unrealized depreciation

    (13,432,915 )

Net unrealized appreciation on investments

  $ 56,585,295  

 

71

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

7. Federal Income Taxes (Continued)

 

The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions.

 

GAAP requires that certain components of net assets be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or NAV per share. For the year ending December 31, 2021, permanent differences in book and tax accounting reclassified between paid-in capital and total distributable earnings were as follows:

 

Increases/(Decrease)

Capital

Total Distributable
Earnings (Loss)

$408,676

$(408,676)

 

As of December 31, 2021, the components of distributable earnings on a tax basis were as follows:

 

Undistributed ordinary income

  $  

Undistributed long-term capital gains

     

Accumulated capital and other losses

     

Unrealized appreciation/(depreciation)

     

Investments

    56,585,294  

Foreign Currency

    (62,219 )

Organizational costs

    (41,312 )

Total distributable earnings

  $ 56,481,763  

 

The tax character of distributions paid during the fiscal years ended December 31, 2021 and December 31, 2020 were as follows:

 

   

2021

   

2020

 

Distribution paid from:

               

Ordinary income

  $ 165,497,728     $ 31,816,599  

Return of Capital

    28,307,888       4,439,794  

Net long-term capital gains

    7,900,814       1,478  

Total distributions paid

  $ 201,706,430     $ 36,257,871  

 

Domestic Blocker Income Tax

 

The CCLF Holdings LLC (the “Domestic Blocker”) recorded a provision for income tax expense (benefit) for the year ended December 31, 2021, in the amount of $349,434. This provision for income tax expense (benefit) is comprised of the following current and deferred income tax expense (benefit):

 

Current

  $ 348,278  

Deferred

    1,156  

 

As of December 31, 2021, temporary differences between financial and tax reporting that give rise to deferred income taxes totaled $349,434, resulting principally from differences in the recognition of income from partnership investments and the treatment of unrealized appreciation/depreciation. The Domestic Blocker has a net deferred tax liability recorded as of December 31, 2021. Should a net deferred tax asset exist in the future, the Domestic Blocker will assess whether a valuation allowance should be booked to reserve against that asset.

 

The statutory rate and effective federal rate is 21%. The Fund is currently using an estimated tax rate of 3.95% for state and local tax, net of federal tax benefit.

 

72

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

8. Investment Transactions

 

For the year ended December 31, 2021, purchases and sales of investments, excluding short-term investments, were $6,596,620,140 and $826,685,580, respectively.

 

9. Indemnifications

 

In the normal course of business, the Fund enters into contracts that contain a variety of representations which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund expects the risk of loss to be remote.

 

10. Derivatives and Hedging Disclosures

 

U.S. GAAP requires enhanced disclosures about the Fund’s derivative and hedging activities, including how such activities are accounted for and their effects on the Fund’s financial position, performance and cash flows. The Fund invested in forward foreign exchange currency contracts for the year ended December 31, 2021 in order to hedge overall portfolio currency risk. By entering into these contracts, the Fund agrees to exchange different currencies at a specified exchange rate at an agreed-upon future date. The Fund may be susceptible to the risk of changes in the foreign exchange rate underlying the forward contract and of the counterparty’s potential inability to fulfill the terms of the contract.

 

The effects of these derivative instruments on the Fund’s financial position and financial performance as reflected in the Consolidated Statements of Assets and Liabilities and Consolidated Statements of Operations are presented in the tables below. The fair values of derivative instruments as of December 31, 2021, and the realized and unrealized gain (loss) during the year ended December 31, 2021 by risk category are as follows:

 

     

Asset
Derivatives

   

Liability
Derivatives

 

Statement of Asset and Liabilities Location

Derivatives not designated as
hedging instruments

 

Value

   

Value

 

Net unrealized depreciation on forward contracts

Forward Contracts

  $ 523,672     $ 1,865,342  

Total

    $ 523,672     $ 1,865,342  

 

Amount of Net Realized Gain or (Loss) on Derivatives Recognized in Income

Derivatives not designated as hedging instruments

 

Forward
Contracts

   

Total

 

Foreign Exchange Contracts

  $ 4,120,659     $ 4,120,659  

 

Net Change in Unrealized Appreciation/Depreciation on Derivatives Recognized in Income

Derivatives not designated as hedging instruments

 

Forward
Contracts

   

Total

 

Foreign Exchange Contracts

  $ (772,170 )   $ (772,170 )

 

The quarterly average volumes of derivative instruments as of December 31, 2021 are as follows:

 

Derivatives not designated as hedging instruments

 

Short Forward
Contracts

 

Foreign Exchange Contracts

    12  

 

73

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

11. Joint Ventures

 

Middle Market Credit Fund II, LLC

 

In November 2020, TCG BDC, Inc. and CCLF formed a joint venture, Middle Market Credit Fund II, LLC ( “MMCF II”), that invests primarily in senior secured loans, and to a lesser extent, mezzanine loans, unsecured loans and equity of predominately private U.S. middle market companies. Middle market companies are defined as those with annual revenues up to $1 billion, although MMCF II may invest in larger or smaller companies. It may also purchase interests in loans or corporate bonds through secondary market transactions. MMCF II invests in portfolio companies in the same industries in which CCLF may directly invest. MMCF II was formed as a Delaware limited liability company and is not consolidated by either TCG BDC, Inc. or CCLF for financial reporting purposes. As of December 31, 2021, MMCF II had total assets of $255.0 million. MMCF II’s portfolio consisted of debt investments in 36 portfolio companies as of December 31, 2021. As of December 31, 2021, the largest investment in a single portfolio company in the MMCF II’s portfolio in aggregate principal amount was $10.0 million; and the five largest investments in portfolio companies in MMCF II totaled $47.9 million.

 

CCLF provides capital to MMCF II in the form of LLC equity interests. As of December 31, 2021, TCG BDC, Inc. and CCLF owned 84.13% and 15.87%, respectively, of the LLC equity interests of MMCF II. CCLF’s investment in MMCF II consisted of equity contributions of $12.5 million as of December 31, 2021.

 

TCG BDC, Inc. and CCLF each appointed two members to MMCF II’s four-person board of directors. All material decisions with respect to MMCF II, including those involving its investment portfolio, require unanimous approval of a quorum of the board of directors. Quorum is defined as the presence of two members of the board of directors; provided that at least one individual is present that was elected, designated or appointed by each member.

 

Below is a listing of MMCF II’s individual investments as of December 31, 2021 (dollar amounts in thousands):

 

 

Par/ Principal
Amount

 

Investments

 

Fair Value

 
  $ 5,514  

AI Convoy S.A.R.L (United Kingdom)

  $ 5,720  
    9,946  

Airnov, Inc.

    9,946  
    8,415  

American Physician Partners, LLC

    8,415  
    4,500  

AP Plastics Acquisition Holdings, LLC

    4,526  
    1,197  

Appriss Health, LLC

    1,198  
    5,357  

Apptio, Inc.

    5,357  
    5,000  

AQA Acquisition Holdings, Inc.

    5,004  
    4,355  

Aurora Lux FinCo S.Á.R.L. (Luxembourg)

    3,924  
    987  

Avenu Holdings, LLC

    987  
    3,275  

BMS Holdings III Corp.

    3,224  
    8,193  

Captive Resources Midco, LLC

    8,147  
    9,924  

Chartis Holding, LLC

    9,924  
    8,710  

Comar Holding Company, LLC

    8,536  
    8,712  

Cority Software Inc. (Canada)

    8,707  
    10,000  

Dwyer Instruments, Inc

    9,974  
    8,134  

Ethos Veterinary Health LLC

    8,134  
    8,710  

EvolveIP, LLC

    8,666  
    4,717  

Harbour Benefit Holdings, Inc.

    4,669  
    9,012  

K2 Insurance Services, LLC

    8,998  
    9,092  

Kaseya, Inc.

    9,038  
    7,980  

Material Holdings, LLC

    7,891  
    7,980  

Maverick Acquisition, Inc.

    7,808  
    8,733  

National Technical Systems, Inc.

    8,733  
    8,708  

NMI AcquisitionCo, Inc.

    8,601  

 

74

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

11. Joint Ventures (Continued)

 

 

Par/ Principal
Amount

 

Investments

 

Fair Value

 
  $ 4,852  

Quartz Holding Company

  $ 4,852  
    8,736  

Redwood Services Group, LLC

    8,737  
    8,173  

Riveron Acquisition Holdings, Inc.

    8,173  
    8,401  

RSC Acquisition, Inc.

    8,434  
    6,875  

Superior Health Linens, LLC

    6,875  
    5,514  

Tank Holding Corp

    5,569  
    1,701  

TCFI Aevex LLC

    1,458  
    8,091  

Turbo Buyer, Inc.

    7,929  
    3,267  

US INFRA SVCS Buyer, LLC

    3,189  
    6,234  

USLS Acquisition, Inc.

    6,165  
    6,418  

Westfall Technik, Inc.

    6,359  
    5,465  

World 50, Inc.

    5,422  

 

Below is certain summarized financial information for MMCF II as of December 31, 2021 (dollar amounts in thousands):

 

Consolidated Statement of Assets, Liabilities and Members’ Equity:

 

 

 

As of
December 31,
2021

 

ASSETS

       

Investments, at fair value (amortized cost of $238,615)

  $ 239,289  

Cash and cash equivalents

    10,092  

Interest receivable

    2,547  

Receivable for investments sold/repaid

    3,059  

Prepaid expenses and other assets

     

Total assets

  $ 254,987  
         

LIABILITIES AND MEMBERS’ EQUITY

       

Senior Notes payable, net of amortized debt issuance costs of $802

    156,698  

Interest and credit facility fees payable

    961  

Distribution payable

    4,159  

Other accrued expenses and liabilities

    437  

Total liabilities

    162,255  
         

Members equity

       

Members’ contributions

  $ 90,805  

Members’ distributions

    (1,718 )

Accumulated income from operations

    3,645  

Total members’ equity

  $ 92,732  

Total liabilities and members’ equity

  $ 254,987  

 

75

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

11. Joint Ventures (Continued)

 

Consolidated Statement of Operations:

 

 

 

For the
Year Ended
December 31,
2021

 

Investment income:

       

Interest income

  $ 18,822  

Total investment income

    18,822  
         

Expenses:

       

Interest expense

    4,621  

Operating expenses

    814  

Deferred financing fees

    122  

Organization expenses

    35  

Total expenses

    5,592  
         

Net investment income

    13,230  
         

Net change in unrealized appreciation on investments

    (440 )

Net increase in member’s equity resulting from operations

  $ 12,790  

 

Commitments and Contingencies

 

MMCF II had outstanding commitments to fund investments totaling $157,500 under undrawn revolvers and other credit facilities as of December 31, 2021.

 

FBLC Senior Loan Fund, LLC

 

In January 2021, FBLC and Cliffwater Corporate Lending Fund (“CCLF”) formed a joint venture, FBLC Senior Loan Fund, LLC (the “Joint Venture”), that invests primarily in senior secured loans, and to a lesser extent, mezzanine loans, unsecured loans and equity of predominantly private U.S. middle-market companies. We define middle market companies as those with annual revenues up to $1 billion, although we may invest in larger or smaller companies. We also purchase interests in loans or corporate bonds through secondary market transactions. The Joint Venture was formed as a Delaware limited liability company and is not consolidated by either FBLC or CCLF for financial reporting purposes. As of December 31, 2021 the Joint Venture had total assets of $1.196 billion. The Joint Venture’s portfolio consisted of debt investments in 194 portfolio companies as of December 31, 2021. As of December 31, 2021 the largest investment in a single portfolio company in the Joint Venture’s portfolio in aggregate principal amount was $28.0 million; and the five largest investments in portfolio companies in the Joint Venture totaled $107.0 million. The Joint Venture invests in portfolio companies in the same industries in which CCLF may directly invest.

 

CCLF provides capital to the Joint Venture in the form of LLC equity interests. As of December 31, 2021, FBLC and CCLF owned 87.50% and 12.50%, respectively, of the LLC equity interests of the Joint Venture. CCLF’s investment in the Joint Venture consisted of equity contributions of $43.6 million as of December 31, 2021.

 

FBLC and CCLF each appoint two members to Proposed JV’s four-person board of directors. All material decisions with respect to the Proposed JV, including those involving its investment portfolio, require unanimous approval of a quorum of the board of directors. Quorum is defined as (i) the presence of two members of the board of directors; provided that at least one individual is present that was elected, designated or appointed by each member; (ii) the presence of three members of the board of directors; provided that the individual that was elected, designated or appointed by the member with only one individual present shall be entitled to cast two votes on each matter; and (iii) the presence of four members of the board of directors; provided that two individuals are present that were elected, designated or appointed by each member.

 

76

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

11. Joint Ventures (Continued)

 

Below is a listing of FBLC Senior Loan Fund, LLC’s individual investments as of December 31, 2021 (dollar amounts in thousands):

 

 

Par/Principal
Amount

 

Investments

 

Fair Value

 
  $ 19,109,436  

ABC Financial Intermediate, LLC

  $ 19,013,888  
    10,029,550  

Accentcare, Inc.

    9,976,293  
    4,232,653  

Access Cig, LLC

    4,200,146  
    28,319,039  

Acrisure, LLC

    27,965,051  
    2,000,000  

Adtalem Global Education, Inc.

    1,958,643  
    2,000,000  

Adtalem Global Education, Inc.

    2,002,920  
    7,903,226  

Advisor Group, Inc.

    7,924,644  
    15,555,423  

Alchemy US Holdco 1, LLC

    15,555,423  
    12,497,456  

Alvogen Pharma US, Inc.

    11,935,070  
    1,989,899  

Amentum Government Services Holdings, LLC

    1,956,329  
    6,316,000  

American Airlines Inc/AAdvantage Loyalty IP, Ltd.

    6,533,649  
    4,776,995  

American Rock Salt Company, LLC

    4,759,081  
    4,974,889  

AmWINS Group, Inc.

    4,933,448  
    7,466,916  

AP Gaming I, LLC

    7,409,719  
    3,244,758  

APLP Holdings, LP

    3,265,038  
    3,000,000  

Apollo Commercial Real Estate Finance, Inc.

    2,921,820  
    8,977,500  

AppLovin Corp.

    8,953,171  
    2,487,500  

Artera Services, LLC

    2,403,547  
    5,000,000  

Ascensus Holidngs, Inc.

    4,973,750  
    3,275,910  

Asp Navigate Acquisition Corp.

    3,275,910  
    1,984,672  

Astoria Energy, LLC

    1,976,495  
    3,901,981  

Astro AB Merger Sub, Inc.

    3,906,859  
    4,974,874  

Asurion, LLC

    4,937,563  
    14,232,889  

Athenahealth, Inc.

    14,218,656  
    17,770,000  

Avaya Holdings Corp.

    17,743,345  
    5,465,266  

Aveanna Healthcare, LLC

    5,432,092  
    2,730,000  

Bally’s Corp.

    2,728,853  
    12,855,183  

BBB Industries, LLC

    12,855,183  
    13,603,884  

BCP Raptor, LLC

    13,571,778  
    5,896,116  

BCP Renaissance, LLC

    5,879,548  
    2,174,000  

Beasley Mezzanine Holdings, LLC

    2,151,283  
    7,481,250  

Bella Holding Company, LLC

    7,468,756  
    7,967,481  

Blackstone CQP Holdco, LP

    7,944,216  
    12,748,207  

BMC Software Finance, Inc.

    12,658,969  
    1,921,719  

Bomgar Corp.

    1,916,223  
    20,845,321  

CareCentrix, Inc.

    20,715,038  
    1,444,811  

Clover Technologies Group, LLC

    1,368,959  
    12,914,770  

CLP Health Services, Inc.

    12,882,483  
    3,473,750  

Cnt Holdings I Corp

    3,473,125  
    7,638,840  

CommerceHub, Inc.

    7,550,535  
    9,754,574  

Community Care Health Network, LLC

    9,368,488  

 

77

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

11. Joint Ventures (Continued)

 

 

Par/Principal
Amount

 

Investments

 

Fair Value

 
  $ 4,777,087  

Compass Power Generation, LLC

  $ 4,753,202  
    7,538,140  

Connect Finco SARL

    7,534,070  
    4,000,000  

Connectwise, LLC

    3,986,440  
    7,700,056  

Conservice Midco, LLC

    7,679,189  
    3,611,778  

CONSOL Energy, Inc.

    3,501,618  
    6,710,458  

Conterra Ultra Broadband, LLC

    6,710,458  
    7,980,000  

Corelogic, Inc.

    7,964,040  
    2,700,438  

CVENT, Inc.

    2,694,524  
    3,951,613  

Dealer Tire, LLC

    3,945,685  
    4,887,500  

Directv Financing, LLC

    4,888,917  
    700,000  

Dish DBS Corp.

    710,612  
    1,000,000  

Dish DBS Corp.

    1,009,375  
    8,739,098  

Division Holding Corp.

    8,744,603  
    578,466  

Dunn Paper, Inc.

    555,327  
    2,823,971  

Dynasty Acquisition Co., Inc.

    2,743,318  
    5,252,506  

Dynasty Acquisition Co., Inc.

    5,102,495  
    3,330,000  

Echo Global Logistics, Inc.

    3,313,350  
    2,490,651  

Edgewater Generation, LLC

    2,348,559  
    517,635  

Emerald 2, Ltd.

    513,753  
    1,568,548  

Fastlane Parent Co, Inc.

    1,567,294  
    6,957,499  

Flex Acquisition Company, Inc.

    6,938,644  
    8,000,000  

Florida Food Products, LLC

    7,860,000  
    1,240,000  

Frontier Communications Corp.

    1,276,129  
    19,425,210  

Frontier Communications Corp.

    19,386,360  
    4,705,208  

Geon Performance Solutions, LLC

    4,739,038  
    8,380,885  

Gogo Intermediate Holdings, LLC

    8,373,426  
    3,960,469  

Golden Nugget, LLC

    3,932,548  
    11,060,280  

Gordian Medical, Inc.

    10,968,148  
    4,732,701  

Greenway Health, LLC

    4,496,066  
    4,975,000  

GVC Holdings Gibraltar, Ltd.

    4,957,587  
    737,295  

HAH Group Holding Company, LLC

    737,295  
    5,826,968  

HAH Group Holding Company, LLC

    5,826,967  
    5,718,436  

Hamilton Projects Acquiror, LLC

    5,710,087  
    4,153,969  

Heartland Dental, LLC

    4,108,982  
    4,185,511  

Hertz Corp.

    4,185,511  
    793,456  

Hertz Corp.

    793,456  
    7,237,011  

HireRight, Inc.

    7,202,635  
    4,974,937  

Hudson River Trading, LLC

    4,933,198  
    4,974,937  

ICP Industrial, Inc.

    4,900,313  
    6,982,716  

IDERA, Inc.

    6,971,823  
    4,000,000  

Ineos Us Finance, LLC

    3,976,680  
    7,819,000  

Iri Holdings, Inc.

    7,809,226  
    4,000,000  

Jack Ohio Finance, LLC

    3,980,000  

 

78

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

11. Joint Ventures (Continued)

 

 

Par/Principal
Amount

 

Investments

 

Fair Value

 
  $ 4,937,594  

Jane Street Group, LLC

  $ 4,895,427  
    2,493,750  

Jump Financial, LLC

    2,475,047  
    5,000,000  

Kissner Milling Co., Ltd.

    4,813,550  
    5,000,000  

LABL, Inc.

    4,987,500  
    10,215,665  

Liquid Tech Solutions Holdings, LLC

    10,215,665  
    3,864,000  

Luxembourg Investment Co., 428 SARL

    3,826,519  
    3,614,067  

Medallion Midland Acquisition, LP

    3,594,190  
    5,000,000  

Meridian Adhesives Group, Inc.

    5,000,000  
    8,641,073  

MH Sub I, LLC

    8,650,060  
    3,334,000  

Michael Baker International, LLC

    3,300,993  
    1,500,000  

MicroStrategy, Inc.

    1,507,500  
    5,508,332  

Monitronics International, Inc.

    5,164,061  
    4,987,500  

MPH Acquisition Holdings, LLC

    4,859,720  
    12,187,890  

MSG NATIONAL PROPERTIES, LLC

    12,187,890  
    5,467,537  

MYOB US Borrower, LLC

    5,421,992  
    7,370,376  

National Mentor Holdings, Inc.

    7,282,373  
    233,236  

National Mentor Holdings, Inc.

    230,451  
    10,676,409  

Navitas Midstream Midland Basin, LLC

    10,639,042  
    1,488,608  

Nexus Buyer, LLC

    1,480,361  
    2,342,129  

Nouryon USA, LLC

    2,331,894  
    400,000  

Paysafe Finance, PLC

    372,764  
    8,777,486  

Perstorp Holding Ab

    8,777,486  
    10,697,818  

PG&E Corp.

    10,569,444  
    2,500,000  

Proofpoint, Inc.

    2,487,700  
    9,126,552  

Protective Industrial Products, Inc.

    9,086,669  
    4,962,025  

Pug, LLC

    4,843,135  
    1,995,000  

Pug, LLC

    1,982,531  
    8,000,000  

Quikrete Holdings, Inc.

    7,977,760  
    2,000,000  

Regionalcare Hospital Partners Holdings, Inc.

    2,025,333  
    5,195,289  

Regionalcare Hospital Partners Holdings, Inc.

    5,185,574  
    10,205,242  

RXB Holdings, Inc.

    10,205,242  
    6,947,500  

S&S Holdings, LLC

    6,947,500  
    2,373,723  

Safe Fleet Holdings, LLC

    2,356,775  
    938,441  

Safety Products/JHC Acquisition Corp.

    891,519  
    17,360,447  

Safety Products/JHC Acquisition Corp.

    16,492,425  
    19,910,906  

Schenectady International Group, Inc.

    19,910,906  
    18,735,131  

SCIH Salt Holdings, Inc.

    18,532,229  
    12,705,290  

SFR Group, SA

    12,629,058  
    4,901,996  

Sierra Acquisition, Inc.

    4,889,741  
    3,003,648  

Sophia, LP

    3,001,395  
    2,555,238  

Spirit Aerosystems, Inc.

    2,555,877  
    10,518,297  

SSH Group Holdings, Inc.

    10,133,748  
    4,949,239  

Staples, Inc.

    4,773,788  
    2,278,144  

Station Casinos, LLC

    2,256,911  

 

79

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

11. Joint Ventures (Continued)

 

 

Par/Principal
Amount

 

Investments

 

Fair Value

 
  $ 2,968,831  

Team Health Holdings, Inc.

  $ 2,830,038  
    9,044,550  

Tecta America Corp.

    9,033,244  
    3,846,000  

Tenneco, Inc.

    3,773,132  
    2,969,388  

Tenneco, Inc.

    2,921,135  
    4,863,344  

The Dun & Bradstreet Corp.

    4,840,778  
    2,969,697  

TransDigm, Inc.

    2,926,280  
    14,962,108  

Traverse Midstream Partners, LLC

    14,878,021  
    7,462,502  

Triton Water Holdings, Inc.

    7,374,295  
    1,488,750  

Truck Hero, Inc.

    1,479,103  
    7,858,108  

TSL Engineered Products, LLC

    7,858,108  
    3,794,493  

United Airlines, Inc.

    3,799,653  
    5,000,000  

University Support Services, LLC

    4,975,000  
    6,000,000  

Urban One, Inc.

    6,200,250  
    4,000,000  

Venga Finance Sarl

    3,912,520  
    3,505,294  

Veritext Corp.

    3,471,994  
    2,500,000  

Virgin Media Bristol, LLC

    2,497,275  
    7,830,754  

Vyaire Medical, Inc.

    6,695,295  
    10,747,733  

WaterBridge Midstream Operating, LLC

    10,462,273  
    9,473,412  

Watlow Electric Manufacturing Co.

    9,446,792  
    9,074,647  

Western Dental Services, Inc.

    9,070,110  
    388,648  

Western Dental Services, Inc.

    388,454  
    7,449,969  

Wilsonart, LLC

    7,443,785  
    3,150,550  

Wrench Group, LLC

    3,150,550  
    8,973,775  

YI, LLC

    8,973,775  
    4,943,000  

American Rock Salt Company, LLC

    4,955,358  
    2,065,000  

Asp Ls Acquisition Corp.

    2,074,045  
    15,632,000  

Asurion, LLC

    15,671,080  
    4,698,000  

Barracuda Networks, Inc.

    4,749,396  
    5,088,472  

CDS U.S. Intermediate Holdings, Inc.

    5,058,247  
    9,972,000  

Edelman Financial Services, LLC

    9,988,653  
    1,545,000  

IDERA, Inc.

    1,545,000  
    4,998,000  

Tecta America Corp.

    4,998,000  
    13,020,000  

TIBCO Software, Inc.

    13,047,082  
    1,410,000  

AIG CLO, Ltd. 21-1A F

    1,269,740  
    3,500,000  

Avery Point CLO, Ltd. 15-6A E1

    3,380,281  
    1,224,000  

Battalion CLO, Ltd. 21-17A F

    1,122,509  
    2,100,000  

Carlyle GMS CLO, 16-3A FRR

    1,982,547  
    2,000,000  

Eaton Vance CDO, Ltd. 15-1A FR

    1,828,997  
    2,000,000  

Elevation CLO, Ltd. 13-1A D2

    1,973,209  
    5,150,000  

Great Lakes CLO, Ltd. 21-6A E

    4,905,936  
    1,000,000  

Greywolf CLO, Ltd. 20-3RA ER

    949,120  
    2,500,000  

Hayfin Kingsland XI, Ltd. 19-2A ER

    2,412,073  
    3,000,000  

Highbridge Loan Management, Ltd. 11A-17 E

    2,825,041  
    1,200,000  

Jamestown CLO, Ltd. 17-10A D

    1,152,594  

 

80

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

11. Joint Ventures (Continued)

 

 

Par/Principal
Amount

 

Investments

 

Fair Value

 
  $ 2,000,000  

KKR Financial CLO, Ltd. 15 FR

  $ 1,879,568  
    2,500,000  

LCM, Ltd. Partnership 16A ER2

    2,372,919  
    4,500,000  

Marble Point CLO, Ltd. 20-1A E

    4,391,784  
    3,000,000  

Medalist Partners Corporate Finance CLO, Ltd. 21-1A D

    2,832,609  
    3,000,000  

Northwoods Capital, Ltd. 17-15A ER

    2,909,451  
    2,200,000  

OCP CLO, Ltd. 14-5A DR

    2,117,791  
    2,000,000  

OZLM, Ltd. 16-15A DR

    1,921,542  
    1,500,000  

Palmer Square CLO, Ltd. 21-4A F

    1,412,882  
    2,000,000  

Regatta II Funding, LP 13-2A DR2

    1,967,709  
    1,455,000  

Saranac CLO, Ltd. 20-8A E

    1,433,445  
    4,000,000  

Sound Point CLO, Ltd. 17-1A E

    3,736,485  
    2,400,000  

Sound Point CLO, Ltd. 17-2A E

    2,173,247  
    1,000,000  

Sound Point CLO, Ltd. 18-3A D

    895,152  
    3,000,000  

Symphony CLO, Ltd. 2012-9A ER2

    2,937,094  
    3,000,000  

Trimaran CAVU 2021-2A, Ltd. 21-2A E

    2,915,444  
    1,500,000  

Trysail CLO, Ltd. 21-1A E

    1,445,165  
    3,000,000  

Venture CDO, Ltd. 16-23A ER2

    2,891,525  
    2,000,000  

Venture CDO, Ltd. 16-25A E

    1,936,060  
    4,995,000  

Venture CDO, Ltd. 20-39A E

    4,921,690  
    3,000,000  

Venture CLO 43, Ltd. 21-43A E

    2,901,049  
    3,000,000  

Wind River CLO, Ltd. 14-2A FR

    2,488,676  
    3,000,000  

Zais CLO 13, Ltd. 19-13A D1

    2,818,422  

 

Below is certain summarized financial information for FBLC Senior Loan Fund, LLC as of December 31, 2021 (dollar amounts in thousands):

 

Consolidated Statement of Assets, Liabilities and Members’ Equity:

 

ASSETS

       

Investments, at fair value (amortized cost of $1,085,169,753)

  $ 1,088,337,163  

Cash and cash equivalents

    33,860,764  

Receivable for unsettled trades

    37,392,545  

Cash collateral on deposit with custodian

    31,120,000  

Interest receivable

    5,103,597  

Prepaid expenses and other assets

    146,335  

Total assets

  $ 1,195,960,404  
         

LIABILITIES

       

Revolving credit facilities (net of deferred financing costs of $2,488,184)

  $ 631,561,813  

Secured borrowings

    94,736,988  

Payable for unsettled trades

    60,560,105  

Distribution payable

    7,211,307  

Interest and credit facility fees payable

    2,265,634  

Accounts payable and accrued expenses

    971,370  

Total liabilities

  $ 797,307,217  
         

 

81

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

11. Joint Ventures (Continued)

 

MEMBERS’ CAPITAL

       

Capital contributed

  $ 383,495,510  

Accumulated earnings

    15,157,677  

Total members’ capital

    398,653,187  

Total liabilities and members’ capital

  $ 1,195,960,404  

 

Consolidated Statement of Operations:

 

Investment income:

       

Interest from investments

  $ 44,752,413  

Interest from cash and cash equivalents

    19,615  

Total interest income

    44,772,028  

Fee and other income

    191,986  

Total investment income

    44,964,014  
         

Operating expenses:

       

Interest and credit facility financing expenses

    10,050,591  

Other general and administrative

    1,385,706  

Professional fees

    650,627  

Organizational costs

    124,793  

Total expenses

    12,211,717  
         

Net investment income

    32,752,297  
         

Realized and unrealized gain on investments:

       

Net realized gain from investments

    6,925,525  

Net unrealized appreciation on investments

    3,167,410  

Net realized and unrealized gain on investments

    10,092,935  

Net increase in members’ capital resulting from operations

  $ 42,845,232  

 

Commitments and Contingencies

 

FBLC Senior Loan Fund, LLC had outstanding commitments to fund investments totaling $2.2 million under undrawn revolvers and other credit facilities as of December 31, 2021.

 

 

82

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

12. Related Party Transactions and Arrangements

 

Transactions related to investments in affiliated companies, as defined by the Investment Company Act of 1940, by virtue of the Fund owning at least 5% of the voting securities of the issuer, for the year ended December 31, 2021 were as follows:

 

Affiliated
Investment
Company

Type
of
Asset

Industry

 

Beginning
Value at
January 1,
2021

   

Purchases
at Cost

   

Proceeds
from
Sales

   

Dividend
Income

   

Realized
Gain/
(Loss)

   

Change in
Unrealized
Gain
(Loss)

   

Value at
December 31,
2021

 

Barings Private Credit Corporation*

Non-Listed Business Development Company

Diversified

  $     $ 700,000,000     $     $ 26,622,340     $     $ 8,635,237     $ 708,635,237  

Golub Capital Direct Lending Corp.**

Non-Listed Business Development Company

Diversified

          11,500,000             176,513             8,435       11,508,435  
        $     $ 711,500,000     $     $ 26,798,853     $     $ 8,643,672     $ 720,143,672  

 

*

The Fund owns 86% of the voting shares of Barings Private Credit Corporation (“BPCC”), a perpetual life, non-exchange traded business development company (BDC) under the 1940 Act that is not consolidated by the Fund for financial reporting purposes. BPCC is externally managed by Barings, which makes all portfolio and investment decisions. The Fund has irrevocably waived its right to vote shares above 4.99% of outstanding shares, so cannot exercise a majority voting interest on material matters. Because the Fund has waived its right to vote shares above 4.99%, the Fund does not believe it controls BPCC for purposes of the 1940 Act or otherwise.

 

**

The Fund owns 25% of the voting shares of Golub Capital Direct Lending Corp (“GDLC”), a closed-end business development company (BDC) under the 1940 Act that is not consolidated by the Fund for financial reporting purposes. GDLC is externally managed by GC Advisors LLC, which makes all portfolio and investment decisions. The Fund holds less than 50% of outstanding shares so cannot exercise a majority voting interest on material matters, and does not believe it controls GDLC for purposes of the 1940 Act or otherwise.

 

13. Private Investment Vehicles

 

The following table represents investment strategies, unfunded commitments and redemptive restrictions of investments that are measured at NAV per share (or its equivalent) as a practical expedient as of December 31, 2021:

 

Security
Description

Investment
Category

 

Cost

   

Fair Value

   

Unfunded
Commitments

   

Redemption
Frequency

   

Redemption
Lock-up Period

   

Fund Term

 

17Capital Co. Investment Fund V-L LP

Direct lending to a European private equity fund

  $ 25,759,098     $ 24,986,888     $ 326,083       None       N/A       Liquidation to commence on the earlier of 5/7/2031 but no later than 180 days following full realization  

AG Direct Lending Fund II L.P.

Middle market direct lending

    17,916,043       18,915,997             None       N/A       December 31, 2024 with one-year extensions available  

AG Direct Lending Fund III L.P.

Middle market direct lending

    18,102,555       20,335,682       1,600,000       None       N/A       September 30, 2026 with one-year extensions available  

Annaly Credit Opportunities Onshore Fund LP

Middle market direct lending

    51,135,450       51,144,216             None       N/A       May 31, 2025 with two one-year extensions available  

 

83

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

13. Private Investment Vehicles (Continued)

 

Security
Description

Investment
Category

 

Cost

   

Fair Value

   

Unfunded
Commitments

   

Redemption
Frequency

   

Redemption
Lock-up Period

   

Fund Term

 

Ares Commercial Finance Feeder (A) LP

Direct lending to specialty finance companies

  $ 11,309,134     $ 13,135,522     $ 13,080,652       None       N/A       June 30, 2025  

Barings Capital Investment Corporation

Middle market direct lending

    76,000,000       76,926,005       19,000,000       None       N/A       Until the earlier of a liquidity event or July 13, 2027  

Barings CMS Fund LP

Middle market direct lending

  15,000,000     15,000,000     235,000,000       None       N/A       Until distribution of investment proceeds  

Barings Private Credit Corporation

Middle market direct lending

    700,000,000       708,635,236             Quarterly2       Redemptions permitted at the discretion of the investment manager       N/A  

FBLC Senior Loan Fund LLC

Middle market direct lending

    78,562,000       81,621,413             None       Redemptions permitted at the discretion of the investment manager       Until all investments are amortized, liquidated, transferred or disposed  

BlackRock Shasta CLO VII

Middle market direct lending

    251,162,791       256,096,119       48,837,209       None       Redemptions pursuant to the Note Purchase and Security Agreement upon the direction of a majority of the subordinated note purchasers with the consent of the collateral manager       Earlier of twelve years from closing date and the amortization date (if any)  

Franklin BSP Lending Corporation

Middle market direct lending

    34,000,000       44,754,531             Annually1       N/A       N/A  

Crescent Mezzanine Partners VIIC, L.P.

Mezzanine level subordinated debt

    5,540,346       6,376,274       3,599,265       None       N/A       December 21, 2025 available  

Crestline Specialty Lending III (U.S.), L.P.

Middle market direct lending

    6,672,081       6,883,019       23,759,515       None       N/A       December 1, 2028 with one-year exensions available  

Endurance II L.P.

Direct lending to an international education company

    9,725,000       10,083,487       300,000       None       N/A       Until the completion of the liquidation  

Golub Capital Direct Lending Corp.

Middle market direct lending

    11,500,000       11,508,435       38,500,000       None       N/A       July 1, 2027 with extensions upon the approval of shareholders  

 

84

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

13. Private Investment Vehicles (Continued)

 

Security
Description

Investment
Category

 

Cost

   

Fair Value

   

Unfunded
Commitments

   

Redemption
Frequency

   

Redemption
Lock-up Period

   

Fund Term

 

HPS Mezzanine Partners 2019 LP

Mezzanine level subordinated debt

  $ 8,340,651     $ 9,355,616     $ 1,851,857       None       N/A       April 12, 2029 with one-year extensions available  

HPS Speciality Loan Fund V Feeder LP

Secured debt origination

    40,483,748       42,977,780       22,500,000       None       N/A       September 10, 2028 with 1 year extenstions available  

Marlin Credit Opportunity Fund LP

Middle market direct lending

  50,423,715     50,838,238     49,576,285       None       N/A       May 19, 2028 with one-year extensions available  

Middle Market Credit Fund II, LLC

Middle market direct lending

    12,708,191       15,273,674             None       N/A       Until all investments are amortized, liquidated, transferred or disposed  

Morgan Stanley Direct Lending Fund

Middle market direct lending

    33,289,217       33,875,734       12,210,783       Quarterly3       N/A       N/A  

New Mountain Guardian III BDC, LLC

Middle market direct lending

    80,000,000       81,281,657       20,000,000       None       N/A       July 15, 2025 with one-year extensions available  

Owl Rock Core Income Corp.

Middle market direct lending

    50,000,000       50,088,711             Quarterly2       N/A       N/A  

Owl Rock Technology Finance Corp.

Direct lending and mezzanine financing for technology and life-sciences companies

    35,000,000       38,669,900             None       N/A       Until earliest of an Exchange Listing, the fifth anniversary of the final closing, and August 10, 2025  

Owl Rock Technology Finance Corp. II

Direct lending and mezzanine financing for technology and life-sciences companies

    964,289       964,289       16,236,531       None       N/A       Earlier of the five year anniversary of the Final Closing and the seven year anniversary of the Initial Closing, with two one-year extensions available  

Providence Debt Fund III (Non-US) L.P.

Middle market direct lending

    2,692,390       3,916,335       4,629,133       None       N/A       October 24, 2021 with one-year extensions available  

Proxima Onshore Co-Invest, L.P.

Direct lending to a renewable energy company

    578,571       586,234       9,421,429       None       N/A       Until the completion of the liquidation  

 

85

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

13. Private Investment Vehicles (Continued)

 

Security
Description

Investment
Category

 

Cost

   

Fair Value

   

Unfunded
Commitments

   

Redemption
Frequency

   

Redemption
Lock-up Period

   

Fund Term

 

Raven Asset Fund II V LP

Asset based lending

  $ 4,993,994     $ 5,074,346     $ 7,624,570       None       N/A       January 2029 with two one-year extensions available available  

Silver Point Specialty Credit Fund II, L.P.

Middle market direct lending

    33,835,151       35,275,861       16,167,762       None       N/A       September 6, 2023 with one-year extensions available  

Thompson Rivers LLC

Middle market direct lending

  20,000,000     20,564,423           None       Redemptions permitted with the consent of the investment fund’s voting members       Until cancellation of the Certificate of Formation  

Varagon Capital Direct Lending Fund

Middle market direct lending

    10,000,000       10,201,688       40,000,000       None       N/A       September 2026 with one-year extensions available  

Varagon Structured Note Issuer I LLC

Middle market direct lending

    175,000,000       176,280,548       325,000,000       None       Redemptions pursuant to the Indenture upon direction of a majority of the subordinated notes with the consent of the investment manager       October 2033 provided that the scheduled reinvestment end date is extended  

Vista Credit Partner Fund III LP

Direct lending to middle market technology companies

    15,356,985       16,609,395       34,941,346       None       N/A       March 31, 2027 with two one-year extensions available  

Waccamaw River LLC LP

Middle market direct lending

    6,878,065       6,896,297       5,640,000       None       Redemptions permitted with the prior consent of the Board       Until cancellation of the Certificate of Formation  

Total

    $ 1,892,929,465     $ 1,945,133,552     $ 949,802,420                          

 

1

Up to 10% at each annual tender offer

 

2

Up to 5% at each quarterly tender offer

 

3

Up to 2.5% at each quarterly tender offer

 

86

 

 

Cliffwater Corporate Lending Fund

 

 

Notes to Consolidated Financial Statements
December 31, 2021 (Continued)

 

 

14. Subsequent Events

 

In preparing these consolidated financial statements, management has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein.

 

The Fund commenced a repurchase offer January 6, 2022 as follows:

 

Commencement Date

    January 6, 2022  

Repurchase Request

    February 7, 2022  

Repurchase Pricing date

    February 7, 2022  
         

Net Asset Value as of Repurchase Offer Date

       

Class I

    $10.69  
         

Amount Repurchased

       

Class I

    $97,311,884  
         

Percentage of Outstanding Shares Repurchased

       

Class I

    1.76%  

 

On February 1, 2022, Broadway Funding Holdings and all investments in Broadway Funding Holdings were sold to North Haven Private Income Fund LLC (f/k/a Morgan Stanley Private Income Fund LLC).

 

There have been no other subsequent events that occurred during such period that would require disclosure or would be required to be recognized in the consolidated financial statements.

 

87

 

 

Cliffwater Corporate Lending Fund

 

 

Other Information
December 31, 2021 (Unaudited)

 

 

Proxy Voting

 

The Fund is required to file Form N-PX, with its complete proxy voting record for the twelve-month period ending on June 30, no later than August 31. The Fund’s Form N-PX filing and a description of the Fund’s proxy voting policies and procedures are available: (i) without charge, upon request, by calling the Fund at 1-888-442-4420 or (ii) by visiting the SEC’s website at www.sec.gov.

 

Availability of Quarterly Portfolio Schedules

 

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its report on Form N-PORT. The Fund’s Forms N-PORT are or will be available on the SEC’s website at www.sec.gov or by calling the Fund at 1-888-442-4420.

 

Long-Term Capital Gains Designation

 

For the year ending December 31, 2021, the Cliffwater Corporate Lending Fund designates $7,900,814 as a long-term capital gain distribution.

 

For the year ended December 31, 2021, 0.0% of the dividends paid from net investment income, including short-term capital gains, are designated as qualified dividend income.

 

For the year ended December 31, 2021, 0.0% of the dividends paid from net investment income, including short-term capital gains are designated as dividends received deduction available to corporate shareholders.

 

Approval of Investment Management Agreement

 

At the regular quarterly meeting of the Board of Trustees of the Fund (the “Board”) held on December 15, 2021 by a unanimous vote, the Board, including a majority of Trustees who are not “interested persons” within the meaning of Section 2(a)(19) of the Investment Company Act (the “Independent Trustees”), approved the Investment Management Agreement between Cliffwater LLC (the “Investment Manager”) and the Fund (the “Investment Management Agreement”).

 

Pursuant to relief granted by the SEC in light of the COVID-19 pandemic (the “Order”) and a determination by the Board that reliance on the Order was appropriate due to circumstances related to the current or potential effects of COVID-19, the December 15, 2021 regular quarterly meeting was held by videoconference. At the Board meeting and throughout the consideration process, the Board, including a majority of the Independent Trustees, was advised by counsel.

 

In advance of the Board meeting, the Independent Trustees requested and received materials from the Investment Manager to assist them in considering the approval of the Investment Management Agreement. The Independent Trustees reviewed reports from third parties and management about the below factors. The Board did not consider any single factor as controlling in determining whether or not to approve the Investment Management Agreement. Nor are the items described herein all-encompassing of the matters considered by the Board.

 

The Board engaged in a detailed discussion of the materials with management of the Investment Manager. The Independent Trustees then met separately with independent counsel to the Independent Trustees for a full review of the materials. Following this session, the full Board reconvened and after further discussion determined that the information presented provided a sufficient basis upon which to approve the Investment Management Agreement.

 

NATURE, EXTENT AND QUALITY OF SERVICES

 

The Board reviewed and considered the nature and extent of the investment advisory services provided by the Investment Manager to the Fund under the Investment Management Agreement, including the selection of Fund investments and oversight of the Fund’s sub-advisers. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Investment Manager, including, among other things, providing office facilities, equipment, and personnel. The Board also reviewed and considered the qualifications of the key personnel of the Investment Manager who provide the investment advisory and/or administrative services to the Fund. The Board determined that the Investment Manager’s key personnel are well-qualified by education and/or training and experience to perform the services

 

88

 

 

Cliffwater Corporate Lending Fund

 

 

Other Information
December 31, 2021 (Unaudited) (Continued)

 

 

in an efficient and professional manner. The Board also took into account the Investment Manager’s compliance policies and procedures, including the procedures used to determine the value of the Fund’s investments. The Board concluded that the overall quality of the advisory and administrative services provided was satisfactory.

 

PERFORMANCE

 

The Board considered the investment performance of the Investment Manager with respect to the Fund. The Board considered the performance of the Fund, noting that the Fund had out-performed its benchmark for the period June 5, 2019 through September 30, 2021.

 

FEES AND EXPENSES RELATIVE TO COMPARABLE FUNDS MANAGED BY OTHER INVESTMENT MANAGERS

 

The Board reviewed the advisory fee rates and total expense ratio of the Fund. The Board compared the advisory fee and total expense ratio for the Fund with various comparative data, including a report of other comparable funds.

 

The Board noted that the Fund’s advisory fee was calculated on net assets and at 1.00%, was below the median advisory fee of the peer universe identified in the provided Broadridge report. They further noted that the Investment Manager had implemented an expense cap so that total expenses of the Fund, subject to certain exclusions, do not exceed certain limits. The Board concluded that the advisory fees paid by the Fund and total expense ratio were reasonable and satisfactory in light of the services provided.

 

BREAKPOINTS AND ECONOMIES OF SCALE

 

The Board reviewed the structure of the Fund’s investment management under the Investment Management Agreement. The Board considered that the Investment Manager continued to monitor whether the Fund’s current fee level continues to reflect economies of scale and concluded that the fees were reasonable and satisfactory in light of the services provided.

 

PROFITABILITY OF INVESTMENT MANAGER AND AFFILIATES

 

The Board considered and reviewed information concerning the costs incurred and profits realized by the Investment Manager from its relationship with the Fund. The Board also reviewed the Investment Manager’s financial condition. The Board noted that the financial condition of the Investment Manager appeared stable. The Board determined that the advisory fees and the compensation to the Investment Manager were reasonable and its financial condition was adequate.

 

ANCILLARY BENEFITS AND OTHER FACTORS

 

The Board also discussed other benefits to be received by the Investment Manager from its management of the Fund, including, without limitation, the ability to market its advisory services for similar products. The Board noted that the Investment Manager did not have affiliations with the Fund’s transfer agent, administrator, custodian or distribution agent and therefore does not derive any benefits from the relationships these parties may have with the Fund. The Board concluded that the advisory fees were reasonable in light of the fall-out benefits.

 

GENERAL CONCLUSION

 

Based on its consideration of all factors that it deemed material, and assisted by the advice of its counsel, the Board concluded it would be in the best interest of the Fund and its shareholders to approve the Investment Management Agreement for an additional one-year term.

 

89

 

 

Cliffwater Corporate Lending Fund

 

 

Fund Management
December 31, 2021 (Unaudited)

 

 

The identity of the members of the Board and the Fund’s officers and brief biographical information is set forth below. The Fund’s Statement of Additional Information includes additional information about the membership of the Board.

 

INDEPENDENT TRUSTEES

 

NAME, ADDRESS
AND YEAR
OF BIRTH

POSITION(S)
HELD WITH
THE FUND

LENGTH
OF TIME
SERVED

PRINCIPAL OCCUPATION(S)
DURING PAST 5 YEARS

NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX*
OVERSEEN
BY TRUSTEE

OTHER
DIRECTORSHIPS
HELD BY
TRUSTEES

Paul S. Atkins
Year of Birth: 1958

c/o UMB Fund Services, Inc.
235 W. Galena St. Milwaukee, WI 53212

Trustee

Since June 2021

Chief Executive Officer and Founder, Patomak Global Partners, LLC (financial services consulting firm) (2009-Present); Independent Chairman of the Board and Director, BATS Global Markets, Inc. (2012-2015); Member, Congressional Oversight Panel for TARP (2009-2010); Commissioner, U.S. Securities and Exchange Commission (2002-2008); Principal, PricewaterhouseCoopers LLP (1994-2002).

2

None

Dominic Garcia
Year of Birth: 1978

c/o UMB Fund Services, Inc.
235 W. Galena St. Milwaukee, WI 53212

Trustee

Since June 2021

Chief Pension Investment Strategist, CBRE Global Investors (June 2021-Present); Advisory Board of Milken Institute for Public Finance (2021-Present); Chief Investment Officer, New Mexico Public Employees Retirement Association (2017- June 2021); Senior Alpha Manager, State of Wisconsin Investment Board (2008-2017); Research Advisory Board Member, University of North Carolina Keenan Institute of Private Markets and the University of Chicago Harris Center for Municipal Finance (2020 to Present); Trustee, United World College-USA the Santa Fe Preparatory School endowment and the Santa Fe Community Foundation impact investment committee (2020-Present).

2

None

 

90

 

 

Cliffwater Corporate Lending Fund

 

 

Fund Management
December 31, 2021 (Unaudited) (Continued)

 

 

INDEPENDENT TRUSTEES (CONTINUED)

NAME, ADDRESS
AND YEAR
OF BIRTH

POSITION(S)
HELD WITH
THE FUND

LENGTH
OF TIME
SERVED

PRINCIPAL OCCUPATION(S)
DURING PAST 5 YEARS

NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX*
OVERSEEN
BY TRUSTEE

OTHER
DIRECTORSHIPS
HELD BY
TRUSTEES

Paul J. Williams

Year of Birth: 1956

c/o UMB Fund Services, Inc.
235 W. Galena St. Milwaukee, WI 53212

Trustee and Board Chairman

Since June 2021

Investment Consultant, Texas Association of Counties (1995-2020); Chief Investment Officer, Texas County & District Retirement System (1999-2018).

2

None

 

*

The fund complex consists of the Fund and Cliffwater Enhanced Lending Fund.

 

INTERESTED TRUSTEES AND OFFICERS

NAME, ADDRESS
AND YEAR
OF BIRTH

POSITION(S)
HELD WITH
THE FUND

LENGTH
OF TIME
SERVED

PRINCIPAL OCCUPATION(S)
DURING PAST 5 YEARS

NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX*
OVERSEEN
BY TRUSTEE

OTHER
DIRECTORSHIPS
HELD BY
TRUSTEES

Stephen L. Nesbitt**
Year of Birth: 1953

c/o UMB Fund Services, Inc.
235 W. Galena St. Milwaukee, WI 53212

Trustee and President

President Since Inception; Trustee since June 2021

Chief Executive Officer and Chief Investment Officer, Cliffwater LLC (2004-Present).

2

None

Lance J. Johnson
Year of Birth: 1967

c/o UMB Fund Services, Inc.
235 W. Galena St. Milwaukee, WI 53212

Treasurer

Since Inception

Chief Operations Officer, Cliffwater LLC (2014-Present); Senior Vice President, Brown Brothers Harriman & Co. (financial services firm) (2013-2014).

N/A

None

 

91

 

 

Cliffwater Corporate Lending Fund

 

 

Fund Management
December 31, 2021 (Unaudited) (Continued)

 

 

INTERESTED TRUSTEES AND OFFICERS (CONTINUED)

NAME, ADDRESS
AND YEAR
OF BIRTH

POSITION(S)
HELD WITH
THE FUND

LENGTH
OF TIME
SERVED

PRINCIPAL OCCUPATION(S)
DURING PAST 5 YEARS

NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX*
OVERSEEN
BY TRUSTEE

OTHER
DIRECTORSHIPS
HELD BY
TRUSTEES

Ann Maurer
Year of Birth: 1972

c/o UMB Fund Services, Inc.
235 W. Galena St. Milwaukee, WI 53212

Secretary

Since Inception

Senior Vice President (2017-Present); Vice President, Senior Client Service Manager.

N/A

None

Bernadette Murphy
Year of Birth: 1964

c/o UMB Fund Services, Inc.
235 W. Galena St. Milwaukee, WI 53212

Chief Compliance Officer

Since April 2021

Director, Vigilant Compliance, LLC (investment management solutions firm) (2018-Present); Director of Compliance and operations, B. Riley Capital Management, LLC (investment advisory firm) (2017-2018); Chief Compliance Officer, Dialectic Capital Management, LP (investment advisory firm) (2008-2018).

N/A

None

 

*

The fund complex consists of the Fund and Cliffwater Enhanced Lending Fund.

 

**

Mr. Nesbitt is deemed an interested person of the Fund because he is an officer of the Investment Manager.

 

92

 

 

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Investment Manager

Cliffwater LLC
4640 Admiralty Way, 11th Floor
Marina del Rey, CA 90292
Website: www.cliffwaterfunds.com

 

Custodian Bank

State Street Bank and Trust Company
1 Iron Street
Boston, MA 02210

 

Fund Administrator, Transfer Agent and Fund Accountant

UMB Fund Services
235 W. Galena Street
Milwaukee, WI 53212-3949
Phone: (414) 299-2200

 

Distributor

Foreside Fund Services, LLC
Three Canal Plaza, Suite 100
Portland, Maine 04101
http://www.foreside.com

 

Independent Registered Public Accounting Firm

Cohen & Company, Ltd.
342 North Water Street, Suite 830
Milwaukee, Wisconsin 53202

 

 

 

 

Item 2. Code of Ethics.

 

(a) The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

 

(c) There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description.

 

(d) The registrant has not granted any waivers, during the period covered by this report, including an implicit waiver, from a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item's instructions.

 

Item 3. Audit Committee Financial Expert.

 

As of the end of the period covered by the report, the registrant's board of trustees has determined that Mr. Paul S. Atkins, Mr. Dominic Garcia, and Mr. Paul J. Williams are qualified to serve as the audit committee financial experts serving on its audit committee and that they are "independent," as defined by Item 3 of Form N-CSR.

 

Item 4. Principal Accountant Fees and Services.

 

The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the year ended December 31, 2021. “Audit services” refer to performing an audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. “Other services” refer to professional services rendered by principal accountant for its review of the Fund’s registration statement filed with the SEC and the issuance of consents for such filing. The following table presents fees paid by the Fund for professional services rendered by Cohen & Company, Ltd. for the year ended December 31, 2021, and for the year ended December 31, 2020.

 

 

   2021   2020 
Fee Category  Fees   Fees 
Audit Fee  $300,000   $90,000 
Audit-Related Fees   -    - 
Tax Fees   12,000    6,000 
All Other Fees   6,774    4,098 
Total Fees  $318,774   $100,098 

 

The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any entity affiliated with the registrant.

 

 

 

The percentage of fees billed by Cohen & Company, Ltd. for the year ended December 31, 2021 and for the year ended December 31, 2020, applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:

 

   FYE  12/31/2021   FYE  12/31/2020 
Audit-Related Fees  0%  0% 
Tax Fees  0%  0%
All Other Fees  0%  0%

 

All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full-time permanent employees of the principal accountant.

 

The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and any other controlling entity, etc.—not sub-adviser) for the last two years. The audit committee of the board of trustees/directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.

 

Non-Audit Related Fees  FYE  12/31/2021   FYE  12/31/2020 
Registrant  0   0 
Registrant’s Investment Adviser  0   0 

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable.

 

Item 6. Investments.

 

See the Annual Report to Shareholders under Item 1 of this Form.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

AUDAX MANAGEMENT COMPANY, LLC

AUDAX MANAGEMENT COMPANY (NY), LLC

 

(TOGETHER, THE “FIRM”)

 

VOTING POLICIES AND PROCEDURES

 

PURPOSE AND GENERAL STATEMENT

 

The purpose of these voting policies and procedures is to set forth the principles and procedures by which the Firm votes or gives consents with respect to the securities owned by the separate accounts and pooled investment vehicles advised by the Firm (each, an “Advised Vehicle” and collectively, the “Advised Vehicles”) for which the Firm exercises voting authority and discretion (the “Votes”). For avoidance of doubt, a Vote includes: (i) any proxy and any shareholder vote or consent, including a vote or consent for a private company that does not involve a proxy; and (ii) any vote or consent provided on behalf of an Advised Vehicle which holds debt of a private company. These policies and procedures have been designed to help ensure that Votes are voted in what the Firm believes to be the best interests of the Advised Vehicles in accordance with the Firm’s fiduciary duties and Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

 

 

 

These voting policies and procedures will be made available to the Advised Vehicles (and their investors) upon written request, subject to the provision that these policies and procedures are subject to change at any time without notice.

 

Copies of relevant proxy logs, identifying how proxies were voted in connection with an Advised Vehicle, will also be made available to the Advised Vehicles (and their investors) upon written request. Copies of relevant proxy logs, identifying how proxies were voted in connection with an Advised Vehicle, will also be made available to the Advised Vehicles (and their investors) upon written request.

 

POLICY

The Firm and its affiliates engage in a broad range of activities, including investment activities for their own account and for the account of other investment funds or accounts, and providing investment advisory and other services to funds, separate accounts and operating companies. In the ordinary course of conducting the Firm’s activities, the interests of an Advised Vehicle may conflict with the interests of the Firm and/or other Advised Vehicles. For example, one Advised Vehicle may hold senior debt securities in one company while another Advised Vehicle holds equity securities in the same company. Should that company fall into financial distress, the interests of the Advised Vehicles holding senior debt could conflict with the interests of the Advised Vehicles holding equity.

 

Any conflicts of interest relating to the voting of Votes, regardless of whether actual or perceived, will be addressed in accordance with these policies and procedures. The guiding principle by which the Firm votes all Votes is to vote in what the Firm believes to be the best interests of each Advised Vehicle by maximizing the economic value of the relevant Advised Vehicle’s holdings, taking into account the relevant Advised Vehicle’s investment horizon, the contractual obligations under the relevant advisory agreements or comparable documents, and all other relevant facts and circumstances at the time of the vote. The Firm does not permit Voting decisions to be influenced in any manner that is contrary to, or dilutive of, this guiding principle.

 

It is the general policy of the Firm to vote or give consent on all matters presented to security holders in any Vote, and these policies and procedures have been designated with that in mind. However, the Firm reserves the right to abstain on any particular Vote or otherwise withhold its vote or consent on any matter if, in the judgment of the Chief Legal Officer or the relevant Firm investment professional, the costs associated with voting such Vote outweigh the benefits to the relevant Advised Vehicles or if the circumstances make such an abstention or withholding otherwise advisable and in the best interests of the relevant Advised Vehicles. In connection with the voting of Votes, the Firm’s personnel may, in their discretion, meet with members of a company’s management and discuss matters of importance to the Advised Vehicles and their economic interests.

 

PROCEDURES

 

Conflicts of Interest

 

The Firm’s Chief Legal Officer and Chief Compliance Officer (“CCO”) have the responsibility to monitor Votes for any conflicts of interest, regardless of whether they are actual or perceived. All proxy votes will require a mandatory conflicts of interest review by the Chief Legal Officer or CCO in accordance with these policies and procedures, which will include consideration of whether the Firm or any investment professional or other person recommending how to vote has an interest in how the proxy vote is voted that may present a conflict of interest. In addition, all Firm investment professionals are expected to perform their tasks relating to the voting of all Votes (including any proxy votes) in accordance with the principles set forth above, according the first priority to the best interest of the relevant Advised Vehicles.

 

If at any time any investment professional becomes aware of any potential or actual conflict of interest or perceived conflict of interest regarding any particular Voting decision, he or she should contact the CCO or Chief Legal Officer or any member of the Audax legal team. If any investment professional is pressured or lobbied either from within or outside the Firm with respect to any particular Voting decision, he or she should contact the CCO or Chief Legal Officer. The CCO or Chief Legal Officer will use his or her best judgment to address any such conflict of interest and ensure that it is resolved in accordance with his or her independent assessment of the best interests of the affected Advised Vehicles.

 

 

 

Where the Chief Legal Officer deems appropriate in his or her sole discretion, unaffiliated third parties may be used to help resolve conflicts. In this regard, the Chief Legal Officer will have the power to retain independent fiduciaries, consultants or professionals to assist with Voting decisions and/or to delegate voting or consent powers to such fiduciaries, consultants or professionals.

 

Voting

 

All Firm personnel are responsible for promptly forwarding all proxy materials, consent or proxy requests or notices or materials related thereto to a member of the Audax legal team. The Chief Legal Officer will be responsible for ensuring that each proxy is voted in a timely manner and as otherwise required by the terms of such proxy.

 

All proxy votes are initially referred to the Chief Legal Officer or appropriate investment professional for a voting decision. In most cases, the Chief Legal Officer or investment professional will make the decision as to the appropriate Vote decision. In making such decision, he or she may rely on any of the information and/or research available to him or her. If the investment professional is making the Voting decision, the investment professional will inform internal counsel of any such Voting decision, and if internal counsel does not object to such decision as a result of his or her conflict of interest review, the proxy will be voted in such manner. If the investment professional and internal counsel are unable to arrive at an agreement as to how to vote, then the Chief Legal Officer may consult with the Firm’s Chief Operating Officer as to the appropriate vote, who will then review the issues and arrive at a decision based on the overriding principle of seeking the maximization of the economic value of the relevant Advised Vehicles’ holdings.

 

Recordkeeping

 

The Firm’s Recordkeeping Policies and Procedures apply to proxy votes. Firm personnel should refer to the Recordkeeping Policies and Procedures for additional guidance and information.

 

RESPONSIBILITY

 

The Chief Legal Officer will be responsible for administering these procedures.

 

LAST UPDATED: July 2019

 

Cliffwater LLC

PROXY POLICY AND PROCEDURE

 

Rule 206(4)-6 of the Advisers Act requires a registered investment adviser that exercises voting authority with respect to client securities to: (i) adopt written policies reasonably designed to ensure that the investment adviser votes in the best interest of its clients and addresses how the investment adviser will deal with material conflicts of interest that may arise between the investment adviser and its clients; (ii) disclose to its clients information about such policies and procedures; and (iii) upon request, provide information on how proxies were voted.

 

For its non-discretionary clients, Cliffwater does not have authority to vote client securities. These clients will receive their proxies, corporate actions, consents and other solicitations directly from their custodian or the relevant issuer or investment fund. These clients may contact their client service professionals with questions about a particular solicitation.

 

For its discretionary clients, Cliffwater generally takes responsibility for ensuring that proxies solicited by, or with respect to, the issuers of securities held in the client’s investment account, and corporate actions and consents sought by such issuers (including tender offers and rights offerings) are voted. In most cases, the managers of the commingled funds and separate accounts holding the assets vote the proxy solicitations. However, Cliffwater will take such action in limited circumstances which may include private partnership amendments and consents and in the event that an individual security is held by the client outside of a commingled fund or separate account where the manager votes the securities. Cliffwater’s discretionary clients may also retain the right to vote any proxies or take action relating to specified securities held in the client’s investment account, provided the client gives timely written notice to Cliffwater.

 

 

 

Cliffwater will not put its own interests ahead of those of any of its client and will resolve any possible conflicts between its interests and those of the client in favor of the client. When voting proxies, Cliffwater follows procedures designed to identify and address material conflicts of interest that may arise between its interests and those of its clients. Accordingly, prior to voting any proxy, Cliffwater will determine whether a material conflict of interest exists. A conflict of interest will be considered material to the extent that it is determined that the conflict has the potential to influence Cliffwater’s decision making in voting the proxy. If Cliffwater determines that there is a material conflict of interest related to the proxy solicitation, Cliffwater will take appropriate action to resolve the conflict which may include abstaining from a particular vote.

 

Cliffwater will seek to act solely in the best interests of its clients when exercising its voting authority. Cliffwater determines whether and how to vote proxies on a case-by-case basis. In making such determination, Cliffwater: (i) will attempt to consider all aspects of the vote that could affect the value of the issuer or that of the relevant client, (ii) will vote in a manner that it believes is consistent with the relevant client’s stated objectives, (iii) generally will vote in accordance with the recommendation of the issuing company’s management on routine and administrative matters, unless Cliffwater has a particular reason to vote to the contrary, and (iv) may not vote at all to the extent the outcome of the vote or action does not have a material impact on the issuer or value of its securities.

 

Under Rule 204-2 under the Advisers Act, Cliffwater must retain: (i) its voting policies and procedures; (ii) corporate action and proxy statements received; (iii) records of votes cast; (iv) records of client requests for voting information; and (v) any documents prepared by Cliffwater that were material to making a decision on how to vote. Under the circumstances where Cliffwater votes a proxy, corporate action or consent solicited by an issuer of securities or an investment fund, Cliffwater will document and maintain its voting record.

 

Cliffwater’s General Counsel and Chief Compliance Officer must approve the engagement of any proxy advisory firm to assist in connection with voting client securities.

 

For private investment funds, Cliffwater may accept a seat on an advisory board or similar group for a fund in which one or more Cliffwater clients have invested. Cliffwater believes advisory board service benefits its clients by allowing Cliffwater greater insight into the fund and its strategies and that, in general, the interests of its clients as investors will be aligned with the interests of all investors in the fund. However, if the interests of Cliffwater’s clients were to diverge from the interests of each other, the Cliffwater representative will take appropriate action to resolve the conflict which may include abstaining from a particular vote. Please see section III.B.7. for further information regarding Cliffwater’s actions with respect to advisory boards.

 

Crescent Capital Group LP

PROXY POLICY AND PROCEDURE

Background

In Proxy Voting by Investment Advisers, Investment Advisers Act Release No. 2106 (January 31, 2003), the SEC noted that, “The federal securities laws do not specifically address how an adviser must exercise its proxy voting authority for its clients. Under the Advisers Act, however, an adviser is a fiduciary that owes each of its clients a duty of care and loyalty with respect to all services undertaken on the client’s behalf, including proxy voting. The duty of care requires an adviser with proxy voting authority to monitor corporate events and to vote the proxies.” Rule 206(4)-6 under the Advisers Act requires each registered investment adviser that exercises proxy voting authority with respect to client securities to:

 

● Adopt and implement written policies and procedures reasonably designed to ensure that the adviser votes client securities in the clients’ best interests. Such policies and procedures must address the manner in which the adviser will resolve material conflicts of interest that can arise during the proxy voting process;

 

● Disclose to clients how they may obtain information from the adviser about how the adviser voted with respect to their securities; and

 

● Describe to clients the adviser’s proxy voting policies and procedures and, upon request, furnish a copy of the policies and procedures. Additionally, paragraph (c)(2) of Rule 204-2 imposes additional recordkeeping requirements on investment advisers that execute proxy voting authority, as described in the Maintenance of Books and Records section of this Manual. The Advisers Act lacks specific guidance regarding an adviser’s duty to direct clients’ participation in class actions. However, many investment advisers adopt policies and procedures regarding class actions.

 

 

 

Risks

In developing these policies and procedures, Crescent considered numerous risks associated with the proxy voting process. This analysis includes risks such as:

 

• Crescent lacks written proxy voting policies and procedures;

• Proxies are not identified and processed in a timely manner;

• Proxies are not voted in Clients’ best interests;

• Conflicts of interest between Crescent and a Client are not identified or resolved appropriately;

• Third-party proxy voting services do not vote proxies according to Crescent’s instructions and in Clients’ best interests;

• Proxy voting records, Client requests for proxy voting information, and Crescent’s responses to such requests, are not properly maintained;

• Crescent lacks policies and procedures regarding Clients’ participation in class actions; and

• Crescent fails to maintain documentation associated with Clients’ participation in class actions. Crescent has established the following guidelines as an attempt to mitigate these risks.

 

Policies and Procedures

Proxy Voting

Crescent primarily invests Client assets in fixed income assets which typically do not issue proxies. However, Crescent’s Clients also invest in equity securities and therefore may receive proxies in connection with such assets. Proxies are assets of Crescent’s Clients that must be voted with diligence, care, and loyalty. Crescent will vote each proxy in accordance with its fiduciary duty to its Clients. Crescent will generally seek to vote proxies in a way that maximizes the value of Clients’ assets. However, Crescent will document and abide by any specific proxy voting instructions conveyed by a Client with respect to that Client’s securities. The Portfolio Administration Group coordinates Crescent’s proxy voting process.

 

Paragraph (c)(ii) of Rule 204-2 under the Advisers Act requires Crescent to maintain certain books and records associated with its proxy voting policies and procedures. Crescent’s recordkeeping obligations are described in the Maintenance of Books and Records section of this Manual. The Compliance Group will ensure that Crescent complies with all applicable recordkeeping requirements associated with proxy voting.

 

Fixed-Income Securities

In addition to covering the voting of equity securities, this policy also applies generally to voting and/or consent rights relating to fixed income securities, including but not limited to, plans of reorganization, waivers and consents under applicable indentures. However, the policy does not apply to consent rights that primarily entail decisions to buy or sell investments, such as tender or exchange offers, conversions, put options, redemption and Dutch auctions. This proxy policy is designed and implemented in a manner reasonably expected to ensure that voting and consent rights are exercised in the best interests of Clients.

 

For the voting of fixed-income securities, Crescent believes the potential for material conflicts of interest between Clients and Crescent is limited. However, potential conflicts may arise where Crescent or its related persons or entities are named parties to, or are participating in, a bankruptcy work-out or similar committee. Potential conflicts of interest identified should be escalated in accordance with the “Conflicts of Interest” section below.

 

Absent specific Client instructions, Crescent has adopted the following proxy voting procedures designed to ensure that proxies are properly identified and voted, and that any conflicts of interest are addressed appropriately:

 

● The Portfolio Administration Group shall coordinate with the custodian for each new Client account to ensure the account is set up so that proxy materials are forwarded to Crescent, either by mail or electronically.

 

 

 

● All proxy voting materials received by Crescent shall be immediately forwarded to the Portfolio Administration Group.

 

● The Portfolio Administration Group will review the list of Clients and compare the record date of the proxies with a security holdings list for the security or company soliciting the proxy vote. For any Client who has provided specific voting instructions, Crescent shall vote that Client’s proxy in accordance with the client’s written instructions. Clients who have selected a third party to vote proxies, and whose proxies were inadvertently received by Crescent, shall be forwarded to such third-party designee for voting and submission.

 

● The Portfolio Administration Group will provide all proxy solicitation information and materials to the appropriate Investment Personnel of Crescent (i.e., Portfolio Managers, Research Analysts, etc.) for their review and consideration.

 

● Crescent’s Investment Personnel shall be responsible for making voting decisions with respect to all Client proxies for accounts where Crescent has proxy voting authority.

 

● The relevant member of the investment staff should inform the Portfolio Administration Group of his or her proxy vote decision. The Portfolio Administration Group will vote the proxy and submit it in a timely manner. The member of the investment staff must consider any conflicts of interest when making a proxy vote decision (see the “Conflicts of Interest” section below).

 

Conflicts of Interest

● The relevant investment professionals will consider whether Crescent is subject to any material conflict of interest in connection with each proxy vote. Supervised Persons must notify the Compliance Officers if they are aware of any material conflict of interest associated with a proxy vote. It is impossible to anticipate all material conflicts of interest that could arise in connection with proxy voting. The following examples are meant to help Supervised Persons identify potential conflicts:

 

○ Crescent provides investment advice to a publicly traded company (an “Issuer”). Crescent receives a proxy solicitation from that Issuer, or from a competitor of that Issuer;

○ Crescent provides investment advice to an officer or director of an Issuer. Crescent receives a proxy solicitation from that Issuer, or from a competitor of that Issuer;

○ An issuer or some other third party offers Crescent or a Supervised Person compensation in exchange for voting a proxy in a particular way;

○ A Supervised Person, or a member of a Supervised Person’s household, has a personal or business relationship with an Issuer. Crescent receives a proxy solicitation from that Issuer; and

○ Crescent’s Clients have potentially conflicting investments in the Issuer, including investments made in different parts of the Issuer’s capital structure.

 

● If Crescent detects a material conflict of interest in connection with a proxy solicitation, the Company will abide by the following procedures:

○ The Compliance Officers will convene the Proxy Voting Committee (the “Committee”), which is comprised of Chief

Operating Officer (“COO”), Chief Financial Officer (“CFO”), and the CCO. The CCO serves as the Committee’s chairperson.

○ The relevant member(s) of the investment staff or the Compliance Officers will describe the proxy vote under consideration and identify the perceived conflict of interest. The same individual(s) will also propose the course of action that they believe is in Crescent’s Clients’ best interests. The individual(s) presenting will tell the Committee why they believe that this course of action is most appropriate.

○ The Committee members will review any documentation associated with the proxy vote and evaluate the proposal presented. The Committee members may wish to consider, among other things:

 

■ A vote’s likely short-term and long-term impact on the Issuer;

 

■ Whether the Issuer has responded to the subject of the proxy vote in some other manner;

 

 

 

■ Whether the issues raised by the proxy vote would be better handled by some other action by the government or the Issuer;

 

■ Whether implementation of the proxy proposal appears likely to achieve the proposal’s stated objectives; and

 

■ Whether the proposal appears consistent with Clients’ best interests.

○ If the Committee is unable to reach a unanimous decision regarding the proxy vote, Crescent will, at its own expense, engage an outside proxy voting service or consultant to make a recommendation. The CCO will retain documentation of the proxy voting service or consultant’s recommendation and will vote Clients’ proxies in accordance with that recommendation.

 

● If no material conflict of interest is identified, the Portfolio Administration Group shall vote the proxy in accordance with the investment staff’s recommendation.

 

● Crescent will not neglect its proxy voting responsibilities, but the Company may abstain from voting if it deems that abstaining is in its Clients’ best interests. For example, Crescent may be unable to vote securities that have been lent by the custodian. Also, proxy voting in certain countries involves “share blocking,” which limits Crescent’s ability to sell the affected security during a blocking period that can last for several weeks. Crescent believes that the potential consequences of being unable to sell a security usually outweigh the benefits of participating in a proxy vote, so Crescent generally abstains from voting when share blocking is required. The Portfolio Administration Group will prepare and maintain memoranda describing the rationale for any instance in which Crescent does not vote a Client’s proxy.

 

● The Portfolio Administration Group will retain the following information in connection with each proxy vote:

○ The Issuer’s name;

○ The security’s ticker symbol or CUSIP, as applicable;

○ The shareholder meeting date;

○ The number of shares that Crescent voted;

○ A brief identification of the matter voted on;

○ Whether the matter was proposed by the Issuer or a security-holder;

○ Whether Crescent cast a vote;

○ How Crescent cast its vote (for the proposal, against the proposal, or abstain); and

○ Whether Crescent cast its vote with or against management.

 

● If Crescent votes the same proxy in two directions, the Portfolio Administration Group will maintain documentation describing the reasons for each vote (e.g., Crescent believes that voting with management is in Clients’ best interests, but Client X gave specific instructions to vote against management).

 

● Any attempt to influence the proxy voting process by Issuers or others not identified in these policies and procedures should be promptly reported to the CCO. Similarly, any Client’s attempt to influence proxy voting with respect to other Clients’ securities should be promptly reported to the CCO.

 

● Proxies received after a Client terminates its advisory relationship with Crescent will not be voted. The Portfolio Administration Group will promptly return such proxies to the sender, along with a statement indicating that Crescent’s advisory relationship with the Client has terminated, and that future proxies should not be sent to Crescent.

 

Legal Actions

From time to time, Crescent clients and former clients own or have owned securities that are the subject of class action lawsuits or bankruptcy proceedings. Generally, holders of securities within a given class period or bankruptcy are entitled to participate in the recovery or settlement in a lawsuit by filing a Proof of Claim. All class members normally are bound by a court-approved settlement or judgment unless they have filed a timely Opt Out notice with the court or claims administrator.

 

Crescent views filing of Proofs of Claim in lawsuits as a corporate action that normally is to be performed by the custodian for the client or fund. In addition, the decision to file an Opt Out notice is an individual decision to be made by the client or fund.

 

 

 

Normally, custodians will receive notices of rights to participate in, or opt out of class action settlements or bankruptcy proceedings. Crescent sometimes receives such notices and has adopted procedures to assist its clients and funds in the performance legal action processing functions. Crescent’s actions and responsibilities with respect to legal actions will depend on the role of the Firm with respect to the client or fund.

 

For Investment Advisory Accounts, Crescent will:

● not take responsibility for filing notices regarding Opt Out rights and Proofs of Claim on behalf of the Investment Advisory Account, and

 

● notify the Investment Advisory Account’s third party custodian, with a copy to the client/fund, of any Opt Out Notice or Proof of Claim received by Crescent from the settlement administrator or the court that is addressed to the Investment Advisory Account at Crescent’s address.

 

For Crescent/BNY Mellon Custodial Accounts:

● Crescent will distribute to its clients and funds notices regarding Opt Out rights relating to those clients and funds to the extent Crescent receives written notice of such rights.

● BNY Mellon will file Proofs of Claim for the Custodial Accounts except when the Account notifies Crescent that it intends to opt out (or has already opted out).

● Crescent has given BNY Mellon a standing instruction to file Proofs of Claim on behalf of Crescent/BNY Mellon Custodial

 

Accounts except where the account holder notifies the Firm of the exercise of its Opt Out right.

For Crescent Funds, if Crescent receives written notice of the right to participate in or opt out of, a legal action, the Firm will:

● notify the Product Group who will make the determination whether to exercise Opt Out rights relating to those Crescent Funds, and

● notify Legal of the timing and filing requirements for a Proof of Claim. Legal will coordinate with the Product Group’s analysts and/or custodian to ensure that the Proofs of Claim for the Funds are filed unless the Fund has elected to opt out of the class.

 

Portfolio Administration Group will present copies of all proxy voting material and notices of class action, bankruptcy and other security related proceedings to the Crescent Trading and Brokerage Committee at the Committee meeting immediately following the receipt of such materials.

 

Disclosures to Clients and Investors

Crescent includes a description of its policies and procedures regarding proxy voting and class actions in Part 2 of Form ADV, along with a statement that Clients and Investors can contact the Compliance Group to obtain a copy of these policies and procedures and information about how Crescent voted with respect to the Client’s securities.

 

Any request for information about proxy voting or class actions should be promptly forwarded to the Compliance Group, who will respond to any such requests.

 

As a matter of policy, Crescent does not disclose how it expects to vote on upcoming proxies. Additionally, Crescent does not disclose the way it voted proxies to unaffiliated third parties without a legitimate need to know such information.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 

(a)(1) Identification of Portfolio Manager(s) or Management Team Members and Description of Role of Portfolio Manager(s) or Management Team Members.

 

The following table provides biographical information about the members of Cliffwater LLC (the “Investment Manager”) and Crescent Capital Group LP (the "Sub-Advisers"), who are primarily responsible for the day-to-day portfolio management of the Cliffwater Corporate Lending Fund as of March 22, 2022:

 

 

 

Name of Portfolio Management Team Member Title Length of Time of Service to the Fund Business Experience During the Past 5 Years Role of Portfolio Management Team Member
Stephen L. Nesbitt Chief Executive Officer and Chief Investment Officer Since Inception Chief Executive Officer, Chief Investment Officer, Cliffwater LLC (2004-Present) Portfolio Management
Jason A. Breaux Managing Director Since December 27, 2019 Managing Director, Crescent Capital Group LP (2000-Present) Portfolio Management
John S. Bowman Managing Director Since December 27, 2019 Managing Director, Crescent Capital Group LP (2012-Present) Portfolio Management
Christopher G. Wright Managing Director Since December 27, 2019 Managing Director, Crescent Capital Group LP (2001-Present) Portfolio Management

 

(a)(2) Other Accounts Managed by Portfolio Manager(s) or Management Team Member and Potential Conflicts of Interest

 

The following table provides information about portfolios and accounts, other than the Cliffwater Corporate Lending Fund, for which the members of the Investment Committee of the Sub-Adviser are primarily responsible for the day-to-day portfolio management as of December 31, 2021:

 
Name of Portfolio Management Team Member Number of Accounts and Total Value (in millions) of Assets for Which Advisory Fee is Performance-Based: Number of Other Accounts Managed and Total Value (in millions) of Assets by Account Type for Which There is No Performance-Based Fee:

Name

Registered investment companies Other pooled investment vehicles Other accounts Registered investment companies Other pooled investment vehicles Other accounts
Stephen L. Nesbitt

0 Accounts

N/A

0 Accounts

N/A

0 Accounts

N/A

1 Accounts

$555

0 Accounts

N/A

15 Accounts

$1,958

Jason A. Breaux

2 Accounts

$1,989

19 Accounts

$3,477

2 Accounts

$605

0 Accounts

N/A

0 Accounts

N/A

1 Account

$339

John S. Bowman

1 Account

$501

23 Accounts

$6,166

2 Account

$710

0 Accounts

N/A

7 Accounts

$1,211

2 Accounts

$831

Christopher G. Wright

1 Account

$501

32 Accounts

$11,811

2 Accounts

$605

0 Accounts

N/A

7 Accounts

$1,897

0 Accounts

N/A

 

Conflicts of Interest

 

The Investment Manager, Sub-Advisers and Portfolio Managers may manage multiple funds and/or other accounts, and as a result may be presented with one or more of the following actual or potential conflicts:

 

The management of multiple funds and/or other accounts may result in the Investment Manager, a Sub-Adviser or Portfolio Manager devoting unequal time and attention to the management of each fund and/or other account. The Investment Manager seeks to manage such competing interests for the time and attention of a Portfolio Manager by having the Portfolio Manager focus on a particular investment discipline. Other accounts managed by a Portfolio Manager may not be managed using the same investment models that are used in connection with the management of the Fund. If the Investment Manager, a Sub-Adviser or Portfolio Manager identifies a limited investment opportunity which may be suitable for more than one fund or other account, a fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible funds and other accounts. To deal with these situations, the Investment Manager and Sub-Advisers have adopted procedures for allocating portfolio transactions across multiple accounts. The Investment Manager and Sub-Advisers have adopted certain compliance procedures which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.

 

 

 

(a)(3) Compensation Structure of Portfolio Manager

 

Cliffwater LLC - Stephen L. Nesbitt has ownership and financial interests in, and may receive compensation and/or variable profit distributions from, the Investment Manager based on the Investment Manager’s financial performance, such as its overall revenues and profitability. Mr. Nesbitt’s compensation is not tied to the Fund’s performance, except to the extent that the fee paid to the Investment Manager impacts the Investment Manager’s financial performance.

 

Crescent Capital Group LP - Crescent Capital typically compensates fund portfolio managers with a base salary, a targeted year-end bonus that is tied to performance, and an equity stake in Crescent Capital. Crescent Capital’s equity and compensation plan was designed based on the advice of a leading compensation consultant in the financial services industry. The equity stakes professionals receive are “real” equity, not phantom, and grow in value as the value of the company increases, creating incentives to attract, motivate, and retain employees. Crescent Capital may also provide the fund portfolio managers additional compensation in the form of fee sharing and incentive fees tied to performance. Portfolio manager compensation is not linked directly to asset growth. Nevertheless, the equity component of Crescent Capital’s compensation is tied to the overall profitability of the firm, which, in essence is correlated with the firm’s ability to grow assets. Crescent Capital does not believe that such a substantial part of the portfolio managers’ compensation is so directly tied to performance that there is an incentive to take undue risk with client assets.

 

(a)(4) Disclosure of Securities Ownership

 

Portfolio Management Team’s Ownership of Shares

 

Name of Portfolio Management Team Member: Dollar Range of Shares Beneficially Owned by Portfolio Management Team Member1:
Stephen L. Nesbitt Over $1,000,000
Sinjin Bowron None
Jason A. Breaux None
John S. Bowman None
Christopher G. Wright None

 

1As of December 31, 2021

 

(b) Not Applicable

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable.

 

Item 10. Submission of Matters to a Vote of Security Holders.

 

There have been no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board of Directors since the Fund last provided disclosure in response to this item.

 

 

 

Item 11. Controls and Procedures.

 

(a)The registrant’s President (Principal Executive Officer) and Treasurer (Principal Financial Officer) have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report, that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 15d-15(b) under the Exchange Act.

 

(b)There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the most recent fiscal half-year period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

None.

 

Item 13. Exhibits.

 

(a)(1) Code of ethics or any amendments thereto, that is subject to disclosure required by item 2 is attached hereto.

 

(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

 

(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.

 

(a)(4) Change in the registrant’s independent public accountant. Not applicable.

 

(b) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(registrant) Cliffwater Corporate Lending Fund  
     
By (Signature and Title)* /s/ Stephen Nesbitt  
  Stephen Nesbitt, President  
  (Principal Executive Officer)  
     
Date March 25, 2022  

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

 

By (Signature and Title)* /s/ Stephen Nesbitt  
  Stephen Nesbitt, President  
  (Principal Executive Officer)  
     
Date March 25, 2022  
     
By (Signature and Title)* /s/ Lance J. Johnson  
  Lance J. Johnson, Treasurer  
  (Principal Financial Officer)  
     
Date March 25, 2022