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

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FORM N-CSR

CERTIFIED SHAREHOLDER REPORT
OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act File Number 811-23630

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Cliffwater Enhanced Lending Fund
(Exact name of registrant as specified in charter)

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c/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
Registrant’s telephone number, including area code: (414) 299-2030

Stephen Nesbitt
235 West Galena Street
Milwaukee, WI 53212

(Name and address of agent for service)

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Date of fiscal year end: March 31

Date of reporting period: March 31, 2025

  

 

Item 1.       Report to Shareholders

(a)

 

The annual report of the registrant for the year ended March 31, 2025 transmitted to shareholders pursuant to Rule 30e-1 promulgated under the Investment Company Act of 1940, as amended (the “1940 Act”), is as follows:

  

CLIFFWATER ENHANCED LENDING FUND

  

        

 

Annual Report

For the Year Ended March 31, 2025

 

Cliffwater Enhanced Lending Fund

Table of Contents

For the Year Ended March 31, 2025

Letter to Shareholders (Unaudited)

 

2

Fund Performance (Unaudited)

 

4

Report of Independent Registered Public Accounting Firm

 

5

Consolidated Schedule of Investments

 

6

Consolidated Statement of Assets and Liabilities

 

29

Consolidated Statement of Operations

 

30

Consolidated Statements of Changes in Net Assets

 

31

Consolidated Statement of Cash Flows

 

32

Consolidated Financial Highlights

 

34

Notes to Consolidated Financial Statements

 

36

Other Information (Unaudited)

 

71

Fund Management (Unaudited)

 

73

Privacy Notice (Unaudited)

 

75

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 Enhanced Lending Fund

Letter to Shareholders

March 31, 2025 (Unaudited)

To our shareholders:

The Cliffwater Enhanced Lending Fund (“the Fund”) recently completed its first three and three-quarter years of operation, and we want to thank you for the trust you have placed in us.

Performance has been consistently strong relative to the Fund’s objective. The Cliffwater Enhanced Lending Fund produced a net 12.75% annualized return from its July 1, 2021 inception, through March 31, 2025. This compares to a 6.22% annualized return for the Morningstar LSTA US Leveraged Loan Index. The Fund also reported relatively consistent monthly returns. Its annualized standard deviation measured 1.12% for the same period.

The Fund experienced strong investor inflows over the last year, with net assets growing from $2.9 billion on March 31, 2024, to $5.3 billion on March 31, 2025. 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 private debt. Factors materially affecting the Fund’s performance during the most recently completed six months include a high current cash yield and capital appreciation in the Fund’s investment holdings.

We remain confident in the Fund’s continued performance despite the uncertain economic environment. We believe that, during the past year, the Fund’s 11% distribution rate remained attractive and the floating-rate nature of most of our loans helped mitigate interest rate risk.

We again sincerely thank you for your support.

Regards,

Stephen L. Nesbitt

Chief Investment Officer

Cliffwater LLC

2

Cliffwater Enhanced Lending Fund

Letter to Shareholders

March 31, 2025 (Unaudited) (Continued)

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 Enhanced Lending Fund

Fund Performance

March 31, 2025 (Unaudited)

This graph compares a hypothetical $10,000,000 investment in the Fund’s Class I Shares with a similar investment in the Morningstar LSTA US Leveraged Loans Index. The index does not serve as a benchmark for the Fund and is shown for illustrative purposes only. The Fund does not have a designated performance benchmark. Results include the reinvestment of all dividends and capital gains. The index does not reflect expenses, fees, or sales charges, which would lower performance.

The Morningstar LSTA US Leveraged Loans Index is designed to deliver comprehensive, precise coverage of the US leveraged loan market. The Morningstar LSTA US Leveraged Loans Index is a market value weighted index tracking institutional leveraged loans in the United States based upon market weightings, spreads and interest payment, including Term Loan A, Term Loan B and Second Lien tranches. The Morningstar LSTA US Leveraged Loans Index is unmanaged and it is not available for investment.

Average Annual Total Returns as of March 31, 2025

 

1 Year

 

3 Year

 

Since
Inception

Cliffwater Enhanced Lending Fund (Inception Date July 1, 2021)

 

13.27

%

 

12.16

%

 

12.75

%

Morningstar LSTA US Leveraged Loans Index

 

6.86

%

 

7.21

%

 

5.09

%

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.

For the period from the Fund’s inception through July 31, 2022, the Investment Manager contractually waived management fees and voluntarily reimbursed expenses for the Fund (together, the “Waiver and Reimbursement”). The performance quoted above reflects the Waiver and Reimbursement in effect through July 31, 2022 and would have been lower in their absence.

For the Fund’s current expense ratios, please refer to the Consolidated 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.

4

Cliffwater Enhanced Lending Fund

Report of Independent Registered Public Accounting Firm

   

To the Shareholders and Board of Trustees of

Cliffwater Enhanced 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 Enhanced Lending Fund (the “Fund”) as of March 31, 2025, the related consolidated statements of operations, cash flows, and changes in net assets, the related notes, and the consolidated financial highlights for each of the periods indicated below (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 March 31, 2025, the results of its operations, its cash flows, the changes in net assets, and the financial highlights for each of the periods indicated below, in conformity with accounting principles generally accepted in the United States of America.

Fund Name

Consolidated
Statements of
Operations and
Cash Flows

Consolidated Statements of
Changes in Net Assets

Consolidated Financial
Highlights

Cliffwater Enhanced Lending Fund

For the year ended March 31, 2025

For the years ended March 31, 2025, and 2024

For the years ended March 31, 2025, 2024, 2023 and for the period from July 1, 2021 (commencement of operations) to March 31, 2022

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 March 31, 2025, by correspondence with the custodian, brokers, agent banks, issuers, and underlying fund administrators or 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 auditor of one or more investment companies advised by Cliffwater LLC since 2019.

COHEN & COMPANY, LTD.

Cleveland, Ohio

May 30, 2025

5

Cliffwater Enhanced Lending Fund

Consolidated Schedule of Investments

As of March 31, 2025

Portfolio Company

 

Investment
Type

 

Interest
Rate

 

Reference
Rate

 

Basis
Points
Spread

 

Maturity
Date

 

Currency

 

Shares/
Principal
Amount

 

Cost

 

Fair
Value

   

Private Investment Vehicles — 73.5%

                             

 

   

 

   

Investment Partnerships — 53.1%

                             

 

   

 

   

AG Asset Based Credit Fund L.P.

                     

USD

 

N/A

 

$

99,000,000

 

$

111,763,877

1,2,3

AG Essential Housing Fund II Holdings (DE), L.P.

                     

USD

 

N/A

 

 

4,123,512

 

 

6,223,542

1,2,3

AgAmerica Lending Fund, LLC

                     

USD

 

N/A

 

 

43,640,990

 

 

43,696,177

1,4

Ares Commercial Finance, LP

                     

USD

 

N/A

 

 

53,841,899

 

 

62,065,884

1,2,3

Ares Pathfinder Fund II (Offshore), LP

                     

USD

 

N/A

 

 

4,297,335

 

 

4,704,801

1,2,3

Ares Priority Loan Co-Invest LP

                     

USD

 

N/A

 

 

29,868,321

 

 

31,919,108

1,2,3

Ares Private Credit Solutions (Cayman), L.P.

                     

USD

 

N/A

 

 

9,881,511

 

 

14,366,255

1,2,3

Ares Special Opportunities Fund (Offshore), LP

                     

USD

 

N/A

 

 

4,793,018

 

 

6,785,290

1,2,3

Ares Special Opportunities Fund II (Offshore), LP

                     

USD

 

N/A

 

 

22,756,652

 

 

27,693,099

1,2,3

Banner Ridge DSCO Fund I, LP

                     

USD

 

N/A

 

 

13,792,253

 

 

23,219,328

1,2,3

Banner Ridge DSCO Fund II (Offshore), LP

                     

USD

 

N/A

 

 

19,457,711

 

 

25,697,280

1,2,3

Banner Ridge Secondary Fund IV (Offshore), LP

                     

USD

 

N/A

 

 

2,221,240

 

 

6,707,746

1,2,3

Banner Ridge Secondary Fund V (Offshore), LP

                     

USD

 

N/A

 

 

92,851,664

 

 

156,523,020

1,2,3

Barings Capital Solutions Perpetual Fund (CA), LP

                     

USD

 

347,561

 

 

34,756,098

 

 

37,100,627

1,2,3

Benefit Street Partners Real Estate Opportunistic Debt Fund L.P.

                     

USD

 

N/A

 

 

35,934,300

 

 

42,071,150

1,2,3

Blue Owl First Lien Fund (Offshore),
L.P.

                     

USD

 

N/A

 

 

2,865,252

 

 

3,397,682

1,2,3

Blue Owl Real Estate Fund VI, LP

                     

USD

 

N/A

 

 

10,235,020

 

 

9,916,283

1,2,3

BPC Real Estate Debt Fund, LP

                     

USD

 

N/A

 

 

63,244,183

 

 

71,882,122

1,2,3

BSOF Parallel Onshore Fund L.P. (Class SRT Enhanced Series 3)

                     

USD

 

N/A

 

 

106,662,882

 

 

111,191,288

1,2,3

Burford Advantage Feeder Fund A, LP

                     

USD

 

N/A

 

 

3,475,394

 

 

3,692,790

1,2,3

Callodine Perpetual ABL Fund, LP

                     

USD

 

N/A

 

 

81,144,382

 

 

77,625,730

1,2,3

Carlyle Credit Opportunities Fund II (Parallel), SCSp

                     

USD

 

N/A

 

 

8,930,374

 

 

7,571,795

1,2,3

Carlyle Credit Opportunities Fund III (Parallel), SCSp

                     

USD

 

N/A

 

 

5,860,389

 

 

6,094,073

1,2,3

See accompanying Notes to Consolidated Financial Statements.

6

Cliffwater Enhanced Lending Fund

Consolidated Schedule of Investments

As of March 31, 2025 (Continued)

Portfolio Company

 

Investment
Type

 

Interest
Rate

 

Reference
Rate

 

Basis
Points
Spread

 

Maturity
Date

 

Currency

 

Shares/
Principal
Amount

 

Cost

 

Fair
Value

   

Private Investment Vehicles (Continued)

                             

 

   

 

   

Investment Partnerships (Continued)

                             

 

   

 

   

Comvest Special Opportunities Fund, L.P.

                     

USD

 

N/A

 

$

11,484,683

 

$

12,655,563

1,2,3

Contingency Capital EG Fund (US) LP

                     

USD

 

N/A

 

 

23,980,100

 

 

23,927,358

1,2,3

Contingency Capital Fund I-A, LP

                     

USD

 

N/A

 

 

49,448,738

 

 

66,503,607

1,2,3

Crestline PF Sentry Fund (US), LP

                     

USD

 

N/A

 

 

5,997,305

 

 

5,701,110

1,2,3

Crestline PF Sentry Fund (US), LP (CELF SPV LLC)

                     

USD

 

N/A

 

 

11,765,468

 

 

10,173,339

1,2,3

D.E. Shaw Diopter International Fund, L.P.

                     

USD

 

N/A

 

 

40,520,552

 

 

48,370,241

1,2,3

Dawson Evergreen 1 LP

                     

USD

 

288,208

 

 

300,000,000

 

 

330,081,259

1,2,3

EVP II LP

                     

USD

 

N/A

 

 

26,371,709

 

 

35,281,360

1,2,3

Felicitas Secondary Fund II Offshore,
LP

                     

USD

 

N/A

 

 

10,616,857

 

 

13,738,428

1,2,3

Felicitas Secondary Fund III Offshore,
LP

                     

USD

 

N/A

 

 

17,500,000

 

 

19,645,556

1,2,3

Felicitas Tactical Opportunities Fund,
LP

                     

USD

 

N/A

 

 

37,867,299

 

 

57,932,901

1,2,3

Harvest Partners Structured Capital Fund III, L.P.

                     

USD

 

N/A

 

 

13,675,332

 

 

16,501,876

1,2,3

Hayfin Healthcare Opportunities Fund (US Parallel), LP

                     

USD

 

N/A

 

 

43,616,518

 

 

52,049,253

1,2,3

Hercules Private Global Venture Growth Fund I, L.P.

                     

USD

 

N/A

 

 

156,122,359

 

 

163,479,169

1,2,3

HPS Asset Value Platform, L.P.

                     

USD

 

N/A

 

 

47,014,045

 

 

48,784,168

1,2,3

HPS Offshore Mezzanine Partners 2019, LP

                     

USD

 

N/A

 

 

22,782,678

 

 

27,452,013

1,2,3

HPS Offshore Strategic Investment Partners V, LP

                     

USD

 

N/A

 

 

33,029,819

 

 

37,734,412

1,2,3

HPS Specialty Loan Fund V-L, L.P.

                     

USD

 

N/A

 

 

21,507,728

 

 

21,832,562

1,2,3

ICG LP Secondaries Fund I (Feeder) SCSp

                     

USD

 

N/A

 

 

10,537,659

 

 

14,850,100

1,2,3

InSolve Global Credit Feeder Fund VI, L.P.

                     

USD

 

N/A

 

 

37,841,473

 

 

39,843,283

1,2,3

King Street Opportunistic Credit Evergreen Fund, L.P.

                     

USD

 

N/A

 

 

100,000,000

 

 

107,127,144

1,2,3

LuminArx Opportunistic Alternative Solutions Offshore Fund LP

                     

USD

 

N/A

 

 

4,587,368

 

 

12,437,048

1,2,3

Madison Realty Capital Debit Fund, IV
LP

                     

USD

 

N/A

 

 

14,173,657

 

 

20,586,420

1,2,3

See accompanying Notes to Consolidated Financial Statements.

7

Cliffwater Enhanced Lending Fund

Consolidated Schedule of Investments

As of March 31, 2025 (Continued)

Portfolio Company

 

Investment
Type

 

Interest
Rate

 

Reference
Rate

 

Basis
Points
Spread

 

Maturity
Date

 

Currency

 

Shares/
Principal
Amount

 

Cost

 

Fair
Value

   

Private Investment Vehicles (Continued)

                             

 

   

 

   

Investment Partnerships (Continued)

                             

 

   

 

   

NB Credit Opportunities II Cayman Feeder, LP

                     

USD

 

N/A

 

$

21,303,208

 

$

26,007,064

1,2,3

North Wall Asset Backed Opportunities Feeder Fund I LP

                     

EUR

 

N/A

 

 

72,944,024

 

 

79,493,295

1,2,3,5

NWEOF Feeder Fund II LP

                     

EUR

 

N/A

 

 

24,063,042

 

 

29,911,616

1,2,3,5

OrbiMed RCO IV Offshore Feeder,
LP

                     

USD

 

N/A

 

 

23,262,901

 

 

22,579,715

1,2,3

Pathlight Capital Evergreen Fund,
LP

                     

USD

 

N/A

 

 

32,605,097

 

 

30,696,617

1,2,3

Pathlight Capital Fund II, LP

                     

USD

 

N/A

 

 

25,868,396

 

 

26,363,241

1,2,3

Peachtree Credit Fund IV Q, L.P.

                     

USD

 

2,500,000

 

 

25,000,000

 

 

25,000,000

1,2,3

Pennybacker Real Estate Credit II Pacific, LLC

                     

USD

 

N/A

 

 

2,467,491

 

 

3,296,890

1,2,3

Pennybacker Real Estate Credit II, LP

                     

USD

 

N/A

 

 

18,777,394

 

 

17,434,104

1,2,3

Pine Valley Capital Partners Evergreen Fund, LP

                     

USD

 

N/A

 

 

34,359,848

 

 

35,117,589

1,2,3

Raven Asset-Based Credit Fund II LP

                     

USD

 

N/A

 

 

13,999,031

 

 

14,782,088

1,2,3

Raven Evergreen Credit Fund II, LP

                     

USD

 

N/A

 

 

16,899,628

 

 

29,674,041

1,2,3

Shamrock Capital Debt Opportunities Fund I, LP

                     

USD

 

N/A

 

 

6,259,429

 

 

6,255,651

1,2,3

Sixth Street Growth Partners II (B),
L.P.

                     

USD

 

N/A

 

 

4,392,675

 

 

4,839,775

1,2,3

Sky Fund V Offshore, LP

                     

USD

 

N/A

 

 

36,035,625

 

 

45,893,991

1,2,3

Sky Fund VI Offshore, LP

                     

USD

 

N/A

 

 

18,531,861

 

 

20,036,339

1,2,3

Specialty Loan Institutional Fund 2016-L, L.P.

                     

USD

 

N/A

 

 

2,561,036

 

 

4,190,947

1,2,3

Summit Partners Credit Offshore Fund II, L.P.

                     

USD

 

N/A

 

 

7,115,041

 

 

4,655,887

1,2,3

Symbiotic Capital Life Science Credit Fund, L.P.

                     

USD

 

N/A

 

 

9,750,320

 

 

10,012,020

1,2,3

Thompson Rivers LLC

                     

USD

 

N/A

 

 

1,271,610

 

 

406,647

1,2,3

Thorofare Asset Based Lending Fund V, L.P.

                     

USD

 

N/A

 

 

30,401,096

 

 

31,306,525

1,2,3

Tinicum L.P.

                     

USD

 

N/A

 

 

8,753,673

 

 

11,994,827

1,2,3

Tinicum Tax Exempt, L.P.

                     

USD

 

N/A

 

 

5,356,323

 

 

7,040,774

1,2,3

See accompanying Notes to Consolidated Financial Statements.

8

Cliffwater Enhanced Lending Fund

Consolidated Schedule of Investments

As of March 31, 2025 (Continued)

Portfolio Company

 

Investment
Type

 

Interest
Rate

 

Reference
Rate

 

Basis
Points
Spread

 

Maturity
Date

 

Currency

 

Shares/
Principal
Amount

 

Cost

 

Fair
Value

   

Private Investment Vehicles (Continued)

                             

 

   

 

   

Investment Partnerships (Continued)

                             

 

   

 

   

Vista Capital Solutions Fund-A,
L.P.

                     

USD

 

N/A

 

$

15,458,726

 

$

17,001,622

1,2,3

Vista Credit Partners Fund IV-B,
L.P.

                     

USD

 

N/A

 

 

470,914

 

 

153,930

1,2,3

VPC Asset Backed Opportunistic Credit Fund (Levered), L.P.

                     

USD

 

N/A

 

 

71,001,751

 

 

69,043,195

1,2,3

VPC COV, L.P.

                     

USD

 

N/A

 

 

1,000,000

 

 

1,223,519

1,2,3

VPC Legal Finance Fund, L.P.

                     

USD

 

N/A

 

 

117,880,783

 

 

140,253,719

1,2,3

Waccamaw River LLC

                     

USD

 

N/A

 

 

10,581,027

 

 

4,340,096

1,2,3

WhiteHawk Evergreen Fund, LP

                     

USD

 

N/A

 

 

50,000,000

 

 

52,790,043

1,2,3

                               

 

2,502,447,677

 

 

2,850,392,884

 

Non-Listed Business Development Companies — 1.2%

                             

 

   

 

   

Blue Owl Technology Finance Corp.

                     

USD

 

1,357,595

 

 

20,316,104

 

 

21,706,275

1,2,3

Franklin BSP Capital Corp

                     

USD

 

110,635

 

 

1,684,852

 

 

1,598,569

1,2,3

Redwood Enhanced Income Corp.

                     

USD

 

1,988,166

 

 

28,275,000

 

 

26,275,773

1,2,3

Stellus Private Credit BDC Feeder LP

                     

USD

 

N/A

 

 

13,259,213

 

 

13,476,586

1,2,3

                               

 

63,535,169

 

 

63,057,203

 

Private Collateralized Fund Obligations — 1.1%

                             

 

   

 

   

Alp CFO 2024, L.P. Class C

     

12.88%

         

10/15/2036

 

USD

 

18,000,000

 

 

18,000,000

 

 

18,000,000

1,4,6,7

Archer 2023 Finance, LLC, Class B

     

16.30%,
4.00% PIK

 

SOFR

 

800

 

12/28/2035

 

USD

 

35,965,217

 

 

23,870,285

 

 

24,150,273

1,4,8,12,13

Dawson Rated Fund 6-R2 Class C

     

13.54%

 

SOFR

 

915

 

12/15/2034

 

USD

 

25,000,000

 

 

15,806,137

 

 

17,158,637

1,4,12,13

                               

 

57,676,422

 

 

59,308,910

 

Private Collateralized Loan Obligations — 2.0%

                             

 

   

 

   

Carlyle Credit Opportunities Fund III Private Securitization Vehicle Borrower, L.P.

     

13.57%

 

SOFR

 

925

 

9/15/2038

 

USD

 

5,715,435

 

 

1,482,036

 

 

1,854,111

1,4,12,13

Carlyle Credit Opportunities Fund III Private Securitization Vehicle Borrower, L.P.

     

13.57%

 

SOFR

 

925

 

9/15/2038

 

USD

 

4,409,116

 

 

899,132

 

 

1,186,165

1,4,12,13

See accompanying Notes to Consolidated Financial Statements.

9

Cliffwater Enhanced Lending Fund

Consolidated Schedule of Investments

As of March 31, 2025 (Continued)

Portfolio Company

 

Investment
Type

 

Interest
Rate

 

Reference
Rate

 

Basis
Points
Spread

 

Maturity
Date

 

Currency

 

Shares/
Principal
Amount

 

Cost

 

Fair
Value

   

Private Investment Vehicles (Continued)

                             

 

   

 

   

Private Collateralized Loan Obligations (Continued)

                             

 

   

 

   

Carlyle Credit Opportunities Fund III Private Securitization Vehicle Borrower, L.P.

     

13.55%

 

SOFR

 

925

 

9/15/2038

 

USD

 

1,552,096

 

$

1,552,096

 

$

1,653,137

1,4,12

Guggenheim MM-C CLO

     

14.72%

         

7/25/2035

 

USD

 

N/A

 

 

90,202,500

 

 

104,145,511

1,2,3,7,10

                               

 

94,135,764

 

 

108,838,924

 

Private Equity — 0.0%

                             

 

   

 

   

Blue Owl Technology Holdings II, LLC, Class A

                     

USD

 

1.2

 

 

253,877

 

 

1,273,120

1,4

Stellus Private BDC Advisor, LLC

                     

USD

 

N/A

 

 

 

 

929,741

1,4

                               

 

253,877

 

 

2,202,861

 

Special Purpose Vehicle for Asset Based Finance — 1.2%

                             

 

   

 

   

BSOF Parallel Onshore Fund L.P. (Class Absolute III Series 3
Interests)

                     

USD

 

N/A

 

 

5,242,498

 

 

4,048,036

1,2,3

BSOF Parallel Onshore Fund L.P. (Class Chestnut II Series 2)

                     

USD

 

N/A

 

 

20,108,879

 

 

20,636,653

1,2,3

BSOF Parallel Onshore Fund L.P. (Class Colonnade 2024
Series 3)

                     

USD

 

N/A

 

 

10,250,000

 

 

10,584,019

1,2,3

BSOF Parallel Onshore Fund L.P. (Class Gnocchi Series 2
Interests)

                     

USD

 

N/A

 

 

30,679,130

 

 

24,828,953

1,2,3

Magenta Asset Co-Invest L.P.

                     

USD

 

N/A

 

 

2,790,548

 

 

3,045,878

1,2,3

                               

 

69,071,055

 

 

63,143,539

 

Special Purpose Vehicle for Asset Pools — 1.5%

                             

 

   

 

   

ACM Uprise Direct 2024 LLC (Participation in Membership
Int)

                     

USD

 

N/A

 

 

20,503,402

 

 

21,596,157

1,4

BOAC AIF A4 Interval Pagani Depositor LLC

                     

USD

 

N/A

 

 

14,666,112

 

 

14,760,854

1,4

BOAC SF 2025L Borrower Trust
(SoFi Flow Forward) — Equity
interest

                     

USD

 

N/A

 

 

8,084,868

 

 

8,145,223

1,4

GLS Flow Trust-12 Series 2025-A

                     

USD

 

N/A

 

 

10,578,715

 

 

10,800,433

1,4

Indago Co-Invest I LP

                     

USD

 

N/A

 

 

5,000,000

 

 

5,103,616

1,2,3

See accompanying Notes to Consolidated Financial Statements.

10

Cliffwater Enhanced Lending Fund

Consolidated Schedule of Investments

As of March 31, 2025 (Continued)

Portfolio Company

 

Investment
Type

 

Interest
Rate

 

Reference
Rate

 

Basis
Points
Spread

 

Maturity
Date

 

Currency

 

Shares/
Principal
Amount

 

Cost

 

Fair
Value

   

Private Investment Vehicles (Continued)

                             

 

   

 

   

Special Purpose Vehicle for Asset Pools (Continued)

                             

 

   

 

   

LendingClub Structured Loan Certificate Issuer Trust, Series 2025-RP1

                     

USD

 

1,000,000

 

$

14,569,014

 

$

14,970,480

1,4

LendingClub Structured Loan Certificate Issuer Trust Series 2025-RP1

     

6.73%

         

2/17/2032

 

USD

 

6,215,000

 

 

6,215,000

 

 

6,215,000

1,4

                               

 

79,617,111

 

 

81,591,763

 

Special Purpose Vehicle for Common and Preferred Equity — 3.0%

                             

 

   

 

   

Ares Insurance Partners, LP

                     

USD

 

N/A

 

 

12,312,914

 

 

14,989,848

1,2,3

Boost Co-Invest LP

                     

USD

 

N/A

 

 

6,770,389

 

 

8,197,270

1,2,3

Felicitas Diner Offshore, LP

                     

USD

 

N/A

 

 

2,827,895

 

 

3,648,347

1,2,3

HPS KP Mezz 2019 Co-Invest, LP

                     

USD

 

N/A

 

 

42,079,318

 

 

55,917,632

1,2,3

HPS KP SIP V Co-Investment Fund, LP

                     

USD

 

N/A

 

 

14,503,288

 

 

19,760,221

1,2,3

Miller Holdings LP (Common Equity Portion) (Dawson)

                     

USD

 

N/A

 

 

4,724,101

 

 

5,946,829

1,2,3

Miller Holdings LP (Preferred Equity Portion) (Dawson)

                     

USD

 

N/A

 

 

31,755,544

 

 

36,255,023

1,2,3

Sprinkler 2024 Co-Investment I (Feeder) SCSp

                     

EUR

 

N/A

 

 

16,233,891

 

 

16,329,519

1,2,3

                               

 

131,207,340

 

 

161,044,689

 

Special Purpose Vehicle for Common Equity — 1.3%

                             

 

   

 

   

Equity interest in Contrail JV II, LLC (Narrowbody) — Equity Interests

                     

USD

 

N/A

 

 

17,105,661

 

 

17,236,320

1,4

KWOL Co-Invest, LP

                     

USD

 

N/A

 

 

2,500,000

 

 

2,904,559

1,2,3

Magenta Co-Invest L.P.

                     

USD

 

N/A

 

 

5,501,383

 

 

6,171,164

1,2,3

Marilyn Co-Invest, L.P.

                     

USD

 

N/A

 

 

33,863,577

 

 

41,832,979

1,2,3

                               

 

58,970,621

 

 

68,145,022

 

Special Purpose Vehicle for Preferred Equity — 1.6%

                             

 

   

 

   

CCOF Alera Aggregator, L.P.

                     

USD

 

N/A

 

 

4,856,250

 

 

6,527,634

1,2,3

CCOF Sierra II, L.P.

                     

USD

 

N/A

 

 

2,958,506

 

 

4,136,284

1,2,3

Chilly HP SCF Investor, LP

                     

USD

 

N/A

 

 

3,017,701

 

 

3,635,837

1,2,3

CL Oliver Co-Invest I, L.P.

                     

USD

 

N/A

 

 

10,068,001

 

 

11,634,985

1,2,3

HPS Mint Co-Invest Fund, L.P.

                     

USD

 

N/A

 

 

6,473,263

 

 

9,721,060

1,2,3

See accompanying Notes to Consolidated Financial Statements.

11

Cliffwater Enhanced Lending Fund

Consolidated Schedule of Investments

As of March 31, 2025 (Continued)

Portfolio Company

 

Investment
Type

 

Interest
Rate

 

Reference
Rate

 

Basis
Points
Spread

 

Maturity
Date

 

Currency

 

Shares/
Principal
Amount

 

Cost

 

Fair
Value

   

Private Investment Vehicles (Continued)

                             

 

   

 

   

Special Purpose Vehicle for Preferred Equity (Continued)

                             

 

   

 

   

KINO Co-Invest Holdings, L.P

                     

USD

 

1,500

 

$

14,550,000

 

$

16,064,656

1,4

LuminArx Valence Co-Invest Offshore Fund LP

                     

USD

 

N/A

 

 

9,936,909

 

 

10,311,673

1,2,3

Minerva Co-Invest, L.P.

                     

USD

 

N/A

 

 

11,406,208

 

 

15,262,549

1,2,3

NB Capital Solutions Co-Invest (Wolverine) LP

                     

USD

 

N/A

 

 

1,380,844

 

 

1,767,399

1,2,3

VCSF Co-Invest 1-A, L.P.

                     

USD

 

N/A

 

 

5,060,841

 

 

6,588,930

1,2,3

                               

 

69,708,523

 

 

85,651,007

 

Special Purpose Vehicle for Real Estate Loans — 2.2%

                             

 

   

 

   

BP Holdings Cardinal LLC

                     

USD

 

N/A

 

 

6,815,075

 

 

6,744,303

1,4,11

BP Holdings Maize LLC

                     

USD

 

N/A

 

 

31,554,857

 

 

32,994,590

1,4,11

BP Holdings RHO LLC

                     

USD

 

N/A

 

 

10,380,076

 

 

12,425,001

1,4,11

BP Holdings Tau, LLC

                     

USD

 

N/A

 

 

4,411,889

 

 

4,837,250

1,4,11

BP Holdings Zeta LP — Class A

                     

USD

 

N/A

 

 

8,609,327

 

 

9,708,986

1,2,3,11

BP Holdings Zeta LP — Class B

                     

USD

 

N/A

 

 

1,410,673

 

 

1,588,807

1,2,3,11

PG Lending Fund I, LP

                     

USD

 

N/A

 

 

37,252,589

 

 

37,252,589

1,2,3

SB DOF Speedway, LLC

                     

USD

 

N/A

 

 

8,010,962

 

 

9,761,756

1,4

Sculptor Real Estate Science Park Fund, LP

                     

USD

 

N/A

 

 

138,868

 

 

1,2,3

                               

 

108,584,316

 

 

115,313,282

 

Special Purpose Vehicle for Senior Secured Loans — 4.8%

                             

 

   

 

   

17Capital Co-Invest (B) SCSp

                     

EUR

 

N/A

 

 

5,465,905

 

 

5,183,663

1,2,3,5

Blackstone Tactical Opportunities Fund (Matrix Co-Invest) LP

                     

USD

 

N/A

 

 

2,282,793

 

 

2,775,759

1,2,3

Crestline Nevermore Holdco, L.P.

                     

USD

 

N/A

 

 

4,939,545

 

 

4,773,190

1,2,3,11

CW Credit Opportunity 2 LP

                     

USD

 

N/A

 

 

22,736,329

 

 

23,977,122

1,2,3

Gramercy PG Holdings II, LP

                     

USD

 

N/A

 

 

23,250,000

 

 

25,036,684

1,2,3

Gramercy PG Holdings, LP (Common Interests)

                     

USD

 

N/A

 

 

10,177,594

 

 

14,098,155

1,2,3

Gramercy PG Holdings, LP (Preferred Interests)

                     

USD

 

N/A

 

 

5,450,422

 

 

6,111,010

1,2,3

Pine Valley Capital Co-Invest I, LP

                     

USD

 

N/A

 

 

18,479,832

 

 

18,664,124

1,2,3

See accompanying Notes to Consolidated Financial Statements.

12

Cliffwater Enhanced Lending Fund

Consolidated Schedule of Investments

As of March 31, 2025 (Continued)

Portfolio Company

 

Investment
Type

 

Interest
Rate

 

Reference
Rate

 

Basis
Points
Spread

 

Maturity
Date

 

Currency

 

Shares/
Principal
Amount

 

Cost

 

Fair
Value

   

Private Investment Vehicles (Continued)

                         

 

   

 

   

 

   

Special Purpose Vehicle for Senior Secured Loans  (Continued)

                         

 

   

 

   

 

   

SC Life Science Credit Parallel Fund A, L.P.

                     

USD

 

 

N/A

 

$

112,886,592

 

$

115,143,009

1,2,3

Silver Point Select Overflow Fund, L.P.

                     

USD

 

 

N/A

 

 

36,611,232

 

 

36,518,000

1,2,3

Symbiotic Capital EB Fund, L.P.

                     

USD

 

 

N/A

 

 

3,977,217

 

 

4,621,262

1,2,3

                           

 

   

 

246,257,461

 

 

256,901,978

 

Special Purpose Vehicle for Subordinated Debt — 0.5%

                         

 

   

 

   

 

   

CCOF III Nexus Co-Invest Aggregator, L.P.

                     

USD

 

 

N/A

 

 

4,901,836

 

 

5,756,378

1,2,3

Cheval Blanc Co-Invest, L.P.

                     

USD

 

 

N/A

 

 

15,000,000

 

 

15,212,158

1,2,3

Milano Co-Invest, L.P.

                     

USD

 

 

N/A

 

 

3,990,705

 

 

4,013,491

1,2,3

                           

 

   

 

23,892,541

 

 

24,982,027

 

Total Private Investment Vehicles

                         

 

   

 

3,505,357,877

 

 

3,940,574,089

 
                           

 

   

 

   

 

   

Senior Secured Loans — 18.9%

                         

 

   

 

   

 

   

Business Services — 1.3%

                         

 

   

 

   

 

   

AR3 Holdco LLC

 

Delayed Draw

 

10.55%

 

SOFR

 

625

 

3/16/2027

 

USD

 

$

27,434,100

 

 

27,434,100

 

 

27,434,100

1,4,12

Navan, Inc.

 

First Lien Term Loan

 

10.83%

 

SOFR

 

650

 

2/24/2030

 

USD

 

 

42,000,000

 

 

42,000,000

 

 

42,000,000

1,4,12

                           

 

   

 

69,434,100

 

 

69,434,100

 

Consumer Discretionary — 1.3%

                         

 

   

 

   

 

   

Allen Media, LLC

 

Revolver

 

12.05%

 

SOFR

 

775

 

9/23/2027

 

USD

 

 

20,000,000

 

 

15,302,770

 

 

15,281,936

1,4,11,12,13

Harbor Purchaser, Inc.

 

Second Lien Term Loan

 

12.82%

 

SOFR

 

850

 

4/7/2030

 

USD

 

 

3,000,000

 

 

2,957,609

 

 

2,990,640

1,11,12

Houghton Mifflin Harcourt Publishing Company

 

Second Lien Term Loan

 

12.82%

 

SOFR

 

850

 

4/7/2028

 

USD

 

 

4,925,000

 

 

4,788,675

 

 

4,905,206

1,4,12

Keller Postman, LLC

 

First Lien Term Loan

 

16.41% PIK

 

SOFR

 

1200

 

9/15/2028

 

USD

 

 

14,159,263

 

 

14,038,051

 

 

14,201,741

1,4,8,12

MMXXV SP SPV, LLC

 

First Lien Term Loan

 

11.42%

 

SOFR

 

710

 

11/11/2026

 

USD

 

 

15,000,000

 

 

14,833,720

 

 

14,820,000

1,4,11,12

NKD Group GmbH

 

First Lien Term Loan

 

9.86%

 

EURIBOR

 

750

 

3/23/2026

 

EUR

 

 

1,730,769

 

 

1,810,552

 

 

1,868,656

1,4,5,12

Penney Borrower LLC

 

First Lien Term Loan

 

10.92%

 

SOFR

 

660

 

12/16/2026

 

USD

 

 

3,886,029

 

 

3,859,426

 

 

3,862,546

1,4,11,12

Stonegate Pub Company Bidco
Holdings

 

Second Lien Term Loan

 

14.67%

 

SONIA

 

937

 

10/31/2029

 

GBP

 

 

10,000,000

 

 

12,289,857

 

 

12,821,341

1,4,5,12

                           

 

   

 

69,880,660

 

 

70,752,066

 

Consumer Staples — 0.3%

                         

 

   

 

   

 

   

Baxters North America Holdings, Inc.

 

First Lien Term Loan

 

11.56%

 

SOFR

 

725

 

5/31/2028

 

USD

 

 

6,346,624

 

 

6,235,789

 

 

6,241,904

1,4,12

GOJO Industries Holdings, Inc.

 

First Lien Term Loan

 

13.82%

 

SOFR

 

950

 

10/26/2028

 

USD

 

 

12,518,249

 

 

12,233,585

 

 

12,449,188

1,4,12

                           

 

   

 

18,469,374

 

 

18,691,092

 

See accompanying Notes to Consolidated Financial Statements.

13

Cliffwater Enhanced Lending Fund

Consolidated Schedule of Investments

As of March 31, 2025 (Continued)

Portfolio Company

 

Investment
Type

 

Interest
Rate

 

Reference
Rate

 

Basis
Points
Spread

 

Maturity
Date

 

Currency

 

Shares/
Principal
Amount

 

Cost

 

Fair
Value

   

Senior Secured Loans (Continued)

                         

 

   

 

 

 

 

 

   

Energy — 0.4%

                         

 

   

 

 

 

 

 

   

Knight Energy Services LLC

 

First Lien Term Loan

 

11.95%

 

SOFR

 

750

 

6/1/2028

 

USD

 

$

1,145,092

 

$

1,131,025

 

 

$

1,145,092

1,4,12

Northwind Midstream Partners LLC

 

First Lien Term Loan

 

10.70%

 

SOFR

 

640

 

3/18/2029

 

USD

 

 

6,000,000

 

 

5,880,897

 

 

 

5,880,000

1,4,12

Wellbore Integrity Solutions LLC

 

First Lien Term Loan

 

12.33%

 

SOFR

 

800

 

12/31/2025

 

USD

 

 

12,640,265

 

 

12,513,863

 

 

 

12,640,266

1,4,11,12

                           

 

   

 

19,525,785

 

 

 

19,665,358

 

Financials — 3.6%

                         

 

   

 

 

 

 

 

   

Clearco SPV V US LP

 

First Lien Term Loan

 

15.32%

 

SOFR

 

1100

 

4/3/2027

 

USD

 

 

15,000,000

 

 

14,871,127

 

 

 

15,000,000

1,4,12

Continental Finance

 

First Lien Term Loan

 

12.32%

 

SOFR

 

800

 

3/11/2029

 

USD

 

 

50,000,000

 

 

49,505,349

 

 

 

49,500,000

1,4,12

Foundation Risk Partners, Corp.

 

Delayed Draw

 

9.30%

 

SOFR

 

500

 

10/29/2030

 

USD

 

 

1,255,455

 

 

1,214,862

 

 

 

1,255,455

1,4,12

Foundation Risk Partners, Corp.

 

First Lien Term Loan

 

9.30%

 

SOFR

 

500

 

10/29/2030

 

USD

 

 

2,686,364

 

 

2,614,838

 

 

 

2,686,364

1,4,12

Kensington Private Equity Fund

 

Delayed Draw

 

13.80% PIK

         

3/30/2026

 

USD

 

 

5,930,000

 

 

5,838,029

 

 

 

5,846,025

1,4,8,11

Kensington Private Equity Fund

 

Second Lien Term Loan

 

13.80% PIK

         

3/30/2026

 

USD

 

 

3,200,000

 

 

3,181,915

 

 

 

3,154,685

1,4,8,11

Kohlberg Kinetic Borrower, LP

 

Delayed Draw

 

9.83%

 

SOFR

 

550

 

12/26/2027

 

USD

 

 

15,120,289

 

 

10,310,948

 

 

 

10,308,792

1,4,12,13

Kohlberg Kinetic Borrower, LP

 

Delayed Draw

 

9.82%

 

SOFR

 

550

 

12/26/2027

 

USD

 

 

930,205

 

 

911,728

 

 

 

911,601

1,4,12

LP-PWP Credit Card ABS, LLC

 

Revolver

 

1.00%

         

6/1/2028

 

USD

 

 

2,054,902

 

 

 

 

 

1,4,9

LP-PWP Credit Card ABS, LLC

 

First Lien Term Loan

 

12.06%

 

SOFR

 

774

 

6/1/2028

 

USD

 

 

14,677,001

 

 

15,278,621

 

 

 

15,358,051

1,4,12

Mission Lane Credit Card Master Trust

 

Revolver

 

11.32%

 

SOFR

 

700

 

3/15/2030

 

USD

 

 

35,714,285

 

 

12,017,987

 

 

 

12,014,411

1,4,12,13

Motive Capital Fund II

 

Delayed Draw

 

1.00%

         

3/31/2028

 

USD

 

 

54,375,000

 

 

(543,750

)

 

 

(543,750

)1,4,9

Motive Capital Fund II

 

First Lien Term Loan

 

9.55%

 

SOFR

 

525

 

3/31/2028

 

USD

 

 

18,125,000

 

 

17,943,750

 

 

 

17,943,750

1,4,12

Pennybacker Real Estate Credit II Pacific, LLC

 

Promissory Note

 

11.59%

         

5/10/2031

 

USD

 

 

809,927

 

 

809,927

 

 

 

809,927

1,4

Rapyd Netherlands B.V.

 

First Lien Term Loan

 

15.18%

 

SOFR

 

1100

 

8/31/2030

 

USD

 

 

52,768,856

 

 

52,244,283

 

 

 

52,241,168

1,4,12

Wealth Enhancement Group, LLC

 

First Lien Term Loan

 

15.00% PIK

         

5/26/2033

 

USD

 

 

5,711,661

 

 

5,494,120

 

 

 

5,645,701

1,4,8

                           

 

   

 

191,693,734

 

 

 

192,132,180

 

Health Care — 3.0%

                         

 

   

 

 

 

 

 

   

Alcami Corporation

 

Delayed Draw

 

11.42%

 

SOFR

 

700

 

12/21/2028

 

USD

 

 

275,220

 

 

266,437

 

 

 

277,549

1,4,12

Alcami Corporation

 

Revolver

 

11.42%

 

SOFR

 

700

 

12/21/2028

 

USD

 

 

508,806

 

 

34,344

 

 

 

37,386

1,4,12,13

Alcami Corporation

 

First Lien Term Loan

 

11.46%

 

SOFR

 

715

 

12/21/2028

 

USD

 

 

3,739,726

 

 

3,646,997

 

 

 

3,771,371

1,4,12

Arcadia Solutions, Inc.

 

Delayed Draw

 

13.69%

 

SOFR

 

940

 

3/8/2028

 

USD

 

 

5,600,000

 

 

2,221,884

 

 

 

2,221,884

1,4,12,13

Arcadia Solutions, Inc.

 

First Lien Term Loan

 

13.69%

 

SOFR

 

940

 

3/8/2028

 

USD

 

 

30,784,238

 

 

30,784,238

 

 

 

30,784,238

1,4,12

Artivion, Inc.

 

Delayed Draw

 

1.00%

         

1/18/2030

 

USD

 

 

3,448,276

 

 

(77,824

)

 

 

1,4,9

Artivion, Inc.

 

First Lien Term Loan

 

10.79%

 

SOFR

 

650

 

1/18/2030

 

USD

 

 

6,551,724

 

 

6,411,987

 

 

 

6,551,724

1,4,12

Bausch Receivables Funding LP

 

Revolver

 

10.97%

 

SOFR

 

665

 

1/28/2028

 

USD

 

 

8,000,000

 

 

3,855,205

 

 

 

3,987,817

1,4,11,12,13

Confluent Health, LLC

 

First Lien Term Loan

 

11.82%

 

SOFR

 

750

 

11/30/2028

 

USD

 

 

2,807,003

 

 

2,660,824

 

 

 

2,769,655

1,4,12

Exactcare Parent, Inc.

 

Revolver

 

0.50%

         

11/3/2029

 

USD

 

 

442,623

 

 

(9,371

)

 

 

(674

)1,4,9

Exactcare Parent, Inc.

 

First Lien Term Loan

 

9.80%

 

SOFR

 

550

 

11/3/2029

 

USD

 

 

4,026,947

 

 

3,926,011

 

 

 

4,034,485

1,4,12

See accompanying Notes to Consolidated Financial Statements.

14

Cliffwater Enhanced Lending Fund

Consolidated Schedule of Investments

As of March 31, 2025 (Continued)

Portfolio Company

 

Investment
Type

 

Interest
Rate

 

Reference
Rate

 

Basis
Points
Spread

 

Maturity
Date

 

Currency

 

Shares/
Principal
Amount

 

Cost

 

Fair
Value

   

Senior Secured Loans (Continued)

                         

 

   

 

 

 

 

 

   

Health Care (Continued)

                         

 

   

 

 

 

 

 

   

Heartland Dental, LLC

 

First Lien Term Loan

 

11.33%

 

Promissory

     

4/1/2029

 

USD

 

$

3,511,012

 

$

3,511,012

 

 

$

3,511,012

1,4

Helium Acquirer Corporation

 

Delayed Draw

 

11.40%

 

SOFR

 

700

 

1/5/2029

 

USD

 

 

1,736,085

 

 

1,693,968

 

 

 

1,728,934

1,4,12

Helium Acquirer Corporation

 

Revolver

 

11.40%

 

SOFR

 

700

 

1/5/2029

 

USD

 

 

293,190

 

 

87,957

 

 

 

86,749

1,4,12,13

Helium Acquirer Corporation

 

First Lien Term Loan

 

11.40%

 

SOFR

 

700

 

1/5/2029

 

USD

 

 

1,895,911

 

 

1,855,515

 

 

 

1,888,101

1,4,12

Helium Acquirer Corporation

 

First Lien Term Loan

 

10.90%

 

SOFR

 

660

 

1/5/2029

 

USD

 

 

256,072

 

 

249,488

 

 

 

249,878

1,4,12

Honor Technology, Inc.

 

First Lien Term Loan

 

11.80% 2.5% PIK

 

SOFR

 

500

 

5/30/2029

 

USD

 

 

15,129,380

 

 

15,030,030

 

 

 

14,917,568

1,4,8,11,12

Nader Upside 2 Sarl

 

First Lien Term Loan

 

12.61% PIK

 

EURIBOR

     

3/13/2028

 

EUR

 

 

5,208,796

 

 

5,550,923

 

 

 

5,451,884

1,4,5,8,12

Nephron Pharmaceuticals Corporation

 

First Lien Term Loan

 

12.32%

 

SOFR

 

800

 

12/30/2027

 

USD

 

 

18,000,000

 

 

17,755,785

 

 

 

17,743,562

1,4,11,12

Orthodontic Partners, LLC

 

Delayed Draw

 

10.70%

 

SOFR

 

625

 

10/12/2027

 

USD

 

 

3,507,121

 

 

3,452,778

 

 

 

3,450,528

1,4,12

Orthodontic Partners, LLC

 

First Lien Term Loan

 

10.70%

 

SOFR

 

625

 

10/12/2027

 

USD

 

 

2,381,803

 

 

2,352,472

 

 

 

2,343,368

1,4,12

Orthodontic Partners, LLC

 

Delayed Draw

 

1.00%

         

10/12/2027

 

USD

 

 

753,279

 

 

(11,111

)

 

 

(12,155

)1,4,9

Prolacta Bioscience, Inc.

 

First Lien Term Loan

 

9.73%

 

SOFR

 

543

 

12/21/2029

 

USD

 

 

6,458,333

 

 

6,378,734

 

 

 

6,358,219

1,4,11,12

Prolacta Bioscience, Inc.

 

First Lien Term Loan

 

13.30%

 

SOFR

 

900

 

12/21/2029

 

USD

 

 

2,083,333

 

 

2,057,188

 

 

 

2,051,038

1,4,11,12

Steward Health Care System
Bridge Loan

 

First Lien Term Loan

 

16.18%

 

SOFR

 

1075

 

6/30/2025

 

USD

 

 

1,765,347

 

 

1,744,460

 

 

 

1,765,347

1,4,11

TerSera Therapeutics, LLC

 

Revolver

 

0.50%

         

4/4/2029

 

USD

 

 

227,926

 

 

(5,709

)

 

 

(347

)1,4,9

TerSera Therapeutics, LLC

 

First Lien Term Loan

 

10.05%

 

SOFR

 

575

 

4/4/2029

 

USD

 

 

2,737,423

 

 

2,676,595

 

 

 

2,760,587

1,4,12

United Digestive MSO Parent, LLC

 

Delayed Draw

 

10.06%

 

SOFR

 

575

 

3/30/2029

 

USD

 

 

595,000

 

 

35,495

 

 

 

41,335

1,4,12,13

United Digestive MSO Parent, LLC

 

Revolver

 

10.05%

 

SOFR

 

575

 

3/30/2029

 

USD

 

 

275,188

 

 

85,243

 

 

 

87,512

1,4,12,13

United Digestive MSO Parent, LLC

 

First Lien Term Loan

 

10.05%

 

SOFR

 

575

 

3/30/2029

 

USD

 

 

2,220,450

 

 

2,165,303

 

 

 

2,206,427

1,4,12

Vardiman Black Holdings, LLC

 

First Lien Term Loan

 

15.75%,
6.42% PIK

     

500

 

3/18/2027

 

USD

 

 

3,907,074

 

 

3,861,987

 

 

 

3,901,124

1,4,8,12

Vardiman Black Holdings, LLC

 

Delayed Draw

 

15.75%,
6.42% PIK

     

500

 

3/18/2027

 

USD

 

 

461,485

 

 

414,449

 

 

 

420,675

1,4,8,12,13

Webster Equity Partners

 

Delayed Draw

 

15.15%,
7.35% PIK

 

SOFR

 

350

 

4/1/2027

 

USD

 

 

25,611,390

 

 

20,576,869

 

 

 

20,559,034

1,4,8,12,13

Whitehawk Healthcare

 

First Lien Term Loan

 

16.18%

 

SOFR

 

1200

 

6/30/2025

 

USD

 

 

116,789

 

 

115,407

 

 

 

116,789

1,4,11,12

Whitehawk Healthcare

 

Delayed Draw

 

14.30%

 

SOFR

 

1000

 

4/25/2025

 

USD

 

 

7,499,548

 

 

7,499,548

 

 

 

7,499,548

1,4,11,12

Xeris Pharmaceuticals, Inc.

 

Delayed Draw

 

11.25%

 

SOFR

 

695

 

3/5/2029

 

USD

 

 

1,666,667

 

 

1,576,561

 

 

 

1,639,167

1,4,11,12

Xeris Pharmaceuticals, Inc.

 

First Lien Term Loan

 

11.25%

 

SOFR

 

695

 

3/5/2029

 

USD

 

 

3,333,333

 

 

3,308,939

 

 

 

3,278,333

1,4,11,12

                           

 

   

 

157,740,618

 

 

 

158,479,652

 

See accompanying Notes to Consolidated Financial Statements.

15

Cliffwater Enhanced Lending Fund

Consolidated Schedule of Investments

As of March 31, 2025 (Continued)

Portfolio Company

 

Investment
Type

 

Interest
Rate

 

Reference
Rate

 

Basis
Points
Spread

 

Maturity
Date

 

Currency

 

Shares/
Principal
Amount

 

Cost

 

Fair
Value

   

Senior Secured Loans (Continued)

                         

 

   

 

 

 

 

 

   

Industrials — 2.6%

                         

 

   

 

 

 

 

 

   

Apex Service Partners, LLC

 

First Lien Term Loan

 

14.25% PIK

         

10/24/2028

 

USD

 

$

2,362,126

 

$

2,309,148

 

 

$

2,298,858

1,4,8

Apex Service Partners, LLC

 

Delayed Draw

 

14.25% PIK

         

10/24/2029

 

USD

 

 

1,148,489

 

 

1,122,728

 

 

 

1,117,728

1,4,8

California Municipal Finance Authority

 

Delayed Draw

 

12.25%

         

12/2/2034

 

USD

 

 

10,000,000

 

 

3,979,236

 

 

 

3,994,667

1,4,13

California Municipal Finance Authority

 

Delayed Draw

 

12.25%

         

12/2/2034

 

USD

 

 

10,000,000

 

 

3,912,606

 

 

 

3,928,000

1,4,13

Cobham Holdings, Inc.

 

Revolver

 

0.50%

         

1/9/2028

 

USD

 

 

468,750

 

 

(10,745

)

 

 

(3,663

)1,4,9

Cobham Holdings, Inc.

 

First Lien Term Loan

 

9.32%

 

SOFR

 

500

 

1/9/2030

 

USD

 

 

4,451,953

 

 

4,350,757

 

 

 

4,417,169

1,4,12

DMT Solutions Global Corporation

 

First Lien Term Loan

 

12.40%

 

SOFR

 

800

 

8/30/2027

 

USD

 

 

7,272,941

 

 

7,127,231

 

 

 

7,177,627

1,4,12

FB FLL Aviation LLC

 

First Lien Term Loan

 

11.32%

 

SOFR

 

700

 

7/19/2028

 

USD

 

 

12,600,000

 

 

12,360,891

 

 

 

12,600,000

1,4,12

Fenix Topco, LLC

 

First Lien Term Loan

 

10.80%

 

SOFR

 

650

 

3/28/2029

 

USD

 

 

2,726,813

 

 

2,670,819

 

 

 

2,630,090

1,4,12

Fenix Topco, LLC

 

Delayed Draw

 

1.00%

         

3/28/2029

 

USD

 

 

1,062,537

 

 

(23,867

)

 

 

(37,689

)1,4,9

Fenix Topco, LLC

 

Delayed Draw

 

10.80%

 

SOFR

 

650

 

3/28/2029

 

USD

 

 

163,527

 

 

160,071

 

 

 

157,727

1,4,12

Helix Acquisition Holdings, Inc.

 

First Lien Term Loan

 

11.42%

 

ARR CSA

 

700

 

3/31/2030

 

USD

 

 

5,675,461

 

 

5,561,333

 

 

 

5,666,818

1,4,12

iCIMS, Inc.

 

First Lien Term Loan

 

10.54%

 

SOFR

 

625

 

8/18/2028

 

USD

 

 

7,000,000

 

 

6,919,034

 

 

 

6,936,919

1,4,12

Nordic Ferry Infrastructure AS

 

First Lien Term Loan

 

7.50%

 

EURIBOR

 

500

 

11/4/2031

 

EUR

 

 

16,666,667

 

 

17,178,753

 

 

 

17,661,476

1,4,5,12

Nordic Ferry Infrastructure AS

 

First Lien Term Loan

 

9.48%

 

NIBOR

 

500

 

11/4/2031

 

NOK

 

 

197,975,000

 

 

17,583,988

 

 

 

18,441,311

1,4,5,12

P20 Parent, Inc.

 

First Lien Term Loan

 

11.80%

 

SOFR

 

750

 

7/12/2028

 

USD

 

 

4,887,500

 

 

4,824,851

 

 

 

4,831,744

1,4,12

Panda Acquisition LLC

 

First Lien Term Loan

 

12.82%

 

SOFR

 

850

 

10/18/2028

 

USD

 

 

4,012,798

 

 

3,459,963

 

 

 

3,789,124

1,4,12

Penn TRGRP Holdings

 

Revolver

 

0.50%

         

9/29/2030

 

USD

 

 

769,167

 

 

(14,276

)

 

 

(12,691

)1,4,9

Penn TRGRP Holdings

 

First Lien Term Loan

 

11.55%
6.00% PIK

 

SOFR

 

125

 

9/29/2030

 

USD

 

 

5,394,384

 

 

5,308,841

 

 

 

5,305,377

1,4,8,12

Starlight Inventory I, LLC

 

First Lien Term Loan

 

14.22%

 

SOFR

 

1000

 

3/28/2026

 

USD

 

 

15,000,000

 

 

15,059,893

 

 

 

15,000,000

1,4,11,12

TecoStar Holdings, Inc.

 

First Lien Term Loan

 

12.29%

 

SOFR

 

800

 

7/7/2029

 

USD

 

 

6,120,838

 

 

6,007,775

 

 

 

6,051,151

1,4,12

The Arcticom Group, LLC

 

Delayed Draw

 

11.82%,
4.00% PIK

 

SOFR

 

350

 

12/22/2027

 

USD

 

 

4,165,165

 

 

4,058,953

 

 

 

4,159,674

1,4,8,12

The Arcticom Group, LLC

 

First Lien Term Loan

 

11.82%,
4.00% PIK

 

SOFR

 

350

 

12/22/2027

 

USD

 

 

660,496

 

 

647,868

 

 

 

659,625

1,4,8,12

The Arcticom Group, LLC

 

First Lien Term Loan

 

11.82%,
4.00% PIK

 

SOFR

 

350

 

12/22/2027

 

USD

 

 

963,095

 

 

951,231

 

 

 

961,826

1,4,8,12

The Arcticom Group, LLC

 

Delayed Draw

 

11.82%,
4.00% PIK

 

SOFR

 

350

 

12/22/2027

 

USD

 

 

265,590

 

 

224,410

 

 

 

227,298

1,4,8,12,13

West Side Holdco LLC

 

First Lien Term Loan

 

13.32%

 

SOFR

 

900

 

8/2/2027

 

USD

 

 

12,990,238

 

 

12,881,713

 

 

 

12,600,531

1,4,11,12

                           

 

   

 

138,613,205

 

 

 

140,560,697

 

See accompanying Notes to Consolidated Financial Statements.

16

Cliffwater Enhanced Lending Fund

Consolidated Schedule of Investments

As of March 31, 2025 (Continued)

Portfolio Company

 

Investment
Type

 

Interest
Rate

 

Reference
Rate

 

Basis
Points
Spread

 

Maturity
Date

 

Currency

 

Shares/
Principal
Amount

 

Cost

 

Fair
Value

   

Senior Secured Loans (Continued)

                         

 

   

 

 

 

 

 

   

Materials — 0.2%

                         

 

   

 

 

 

 

 

   

SintecMedia NYC, Inc.

 

Revolver

 

11.30%

 

SOFR

 

700

 

6/21/2029

 

USD

 

$

423,729

 

$

260,122

 

 

$

249,610

1,4,12,13

SintecMedia NYC, Inc.

 

First Lien Term Loan

 

11.30%

 

SOFR

 

700

 

6/21/2029

 

USD

 

 

4,501,907

 

 

4,396,797

 

 

 

4,283,618

1,4,12

Sunland Asphalt & Construction, LLC

 

Delayed Draw

 

10.92%

 

SOFR

 

650

 

6/16/2028

 

USD

 

 

740,332

 

 

716,498

 

 

 

753,989

1,4,12

Sunland Asphalt & Construction, LLC

 

First Lien Term Loan

 

10.92%

 

SOFR

 

660

 

6/16/2028

 

USD

 

 

1,761,932

 

 

1,724,515

 

 

 

1,794,433

1,4,12

SureWerx Purchaser III, Inc.

 

First Lien Term Loan

 

9.55%

 

SOFR

 

525

 

12/28/2029

 

USD

 

 

2,241,328

 

 

2,190,366

 

 

 

2,237,915

1,4,12

SureWerx Purchaser III, Inc.

 

Revolver

 

9.55%

 

SOFR

 

525

 

12/28/2028

 

USD

 

 

246,547

 

 

182,500

 

 

 

182,125

1,4,12,13

SureWerx Purchaser III, Inc.

 

Delayed Draw

 

9.55%

 

SOFR

 

525

 

12/28/2029

 

USD

 

 

468,750

 

 

116,009

 

 

 

124,286

1,4,12,13

SureWerx Purchaser III, Inc.

 

Revolver

 

7.91%

 

CORRA

 

525

 

12/28/2028

 

CAD

 

 

5,000

 

 

3,476

 

 

 

3,469

1,4,5,12

                           

 

   

 

9,590,283

 

 

 

9,629,445

 

Real Estate — 0.1%

                         

 

   

 

 

 

 

 

   

Poinciana LLC

 

Delayed Draw

 

12.00%

         

5/1/2026

 

USD

 

 

4,737,905

 

 

4,718,368

 

 

 

4,718,842

1,4,13

                           

 

   

 

 

 

 

 

   

Technology — 5.5%

                         

 

   

 

 

 

 

 

   

Afiniti, Inc.

 

First Lien Term Loan

 

11.80%,
3.50% PIK

 

SOFR

 

400

 

12/3/2037

 

USD

 

 

1,105,689

 

 

1,104,629

 

 

 

1,102,962

1,4,8,11,12

Afiniti, Inc.

 

Second Lien Term Loan

 

16.00% PIK

         

12/3/2031

 

USD

 

 

1,412,835

 

 

1,411,839

 

 

 

1,409,350

1,4,8,11

Alteryx, Inc.

 

Revolver

 

0.50%

         

3/19/2031

 

USD

 

 

103,333

 

 

(1,326

)

 

 

(157

)1,4,9

Alteryx, Inc.

 

First Lien Term Loan

 

10.82%

 

SOFR

 

650

 

3/19/2031

 

USD

 

 

284,167

 

 

280,338

 

 

 

283,734

1,4,12

Alteryx, Inc.

 

Delayed Draw

 

10.82%

 

SOFR

 

650

 

3/19/2031

 

USD

 

 

645,833

 

 

637,044

 

 

 

644,850

1,4,12

ASG II, LLC

 

Delayed Draw

 

10.69%

 

SOFR

 

640

 

5/25/2028

 

USD

 

 

391,304

 

 

385,089

 

 

 

390,708

1,4,12

ASG II, LLC

 

First Lien Term Loan

 

10.69%

 

SOFR

 

625

 

5/25/2028

 

USD

 

 

2,608,696

 

 

2,576,748

 

 

 

2,604,723

1,4,12

Bluefin Holding, LLC

 

Revolver

 

0.50%

         

9/12/2029

 

USD

 

 

673,077

 

 

(15,284

)

 

 

(11,336

)1,4,9

Bluefin Holding, LLC

 

First Lien Term Loan

 

10.80%

 

SOFR

 

650

 

9/12/2029

 

USD

 

 

6,826,923

 

 

6,690,119

 

 

 

6,711,944

1,4,12

Bluefin Holding, LLC

 

First Lien Term Loan

 

10.80%

 

SOFR

 

650

 

9/12/2029

 

USD

 

 

1,153,846

 

 

1,137,123

 

 

 

1,134,413

1,4,12

Bluesight, Inc.

 

Revolver

 

0.50%

         

7/17/2029

 

USD

 

 

400,000

 

 

(10,588

)

 

 

(6,600

)1,4,9

Bluesight, Inc.

 

First Lien Term Loan

 

10.80%

 

SOFR

 

650

 

7/17/2029

 

USD

 

 

4,600,000

 

 

4,491,109

 

 

 

4,524,100

1,4,12

Coupa Holdings, LLC

 

Delayed Draw

 

1.00%

         

2/28/2029

 

USD

 

 

385,633

 

 

(4,089

)

 

 

(2,320

)1,4,9

Coupa Holdings, LLC

 

Revolver

 

0.50%

         

2/28/2030

 

USD

 

 

295,276

 

 

(6,077

)

 

 

(1,776

)1,4,9

Coupa Holdings, LLC

 

First Lien Term Loan

 

9.54%

 

SOFR

 

525

 

2/28/2029

 

USD

 

 

4,297,496

 

 

4,201,628

 

 

 

4,271,642

1,4,12

Crewline Buyer, Inc.

 

Revolver

 

0.50%

         

11/8/2030

 

USD

 

 

870,417

 

 

(17,520

)

 

 

(22,302

)1,4,9

Crewline Buyer, Inc.

 

First Lien Term Loan

 

11.07%

 

SOFR

 

675

 

11/8/2030

 

USD

 

 

8,641,713

 

 

8,454,900

 

 

 

8,420,295

1,4,12

Disco Parent, LLC

 

Revolver

 

0.50%

         

3/30/2029

 

USD

 

 

113,619

 

 

 

 

 

(2,327

)1,4,9

Disco Parent, LLC

 

First Lien Term Loan

 

11.81%

 

SOFR

 

750

 

3/30/2029

 

USD

 

 

1,136,195

 

 

1,114,907

 

 

 

1,112,922

1,4,12

Disco Parent, LLC

 

First Lien Term Loan

 

11.81%

 

SOFR

 

750

 

3/30/2029

 

USD

 

 

193,329

 

 

189,778

 

 

 

189,369

1,4,12

See accompanying Notes to Consolidated Financial Statements.

17

Cliffwater Enhanced Lending Fund

Consolidated Schedule of Investments

As of March 31, 2025 (Continued)

Portfolio Company

 

Investment
Type

 

Interest
Rate

 

Reference
Rate

 

Basis
Points
Spread

 

Maturity
Date

 

Currency

 

Shares/
Principal
Amount

 

Cost

 

Fair
Value

   

Senior Secured Loans (Continued)

                         

 

   

 

 

 

 

 

   

Technology (Continued)

                         

 

   

 

 

 

 

 

   

EdgeConneX N.A. Finance Holdings II, LLC

 

Delayed Draw

 

1.00%

         

2/10/2031

 

USD

 

$

7,469,825

 

$

(148,238

)

 

$

(149,397

)1,4,9

EdgeConneX N.A. Finance Holdings II, LLC

 

Delayed Draw

 

1.00%

         

2/10/2031

 

USD

 

 

5,030,175

 

 

(99,823

)

 

 

(100,604

)1,4,9

EdgeConneX N.A. Finance Holdings II, LLC

 

Delayed Draw

 

9.78%

 

SOFR

 

560

 

2/10/2031

 

USD

 

 

9,710,773

 

 

2,050,669

 

 

 

2,046,732

1,4,12,13

EdgeConneX N.A. Finance Holdings II, LLC

 

Delayed Draw

 

8.01%

 

EURIBOR

 

560

 

2/10/2031

 

EUR

 

 

2,541,700

 

 

2,685,666

 

 

 

2,693,410

1,4,5,12

EdgeConneX N.A. Finance Holdings II, LLC

 

Delayed Draw

 

9.78%

 

SOFR

 

560

 

2/10/2031

 

USD

 

 

6,539,228

 

 

1,380,920

 

 

 

1,378,267

1,4,12,13

EdgeConneX N.A. Finance Holdings II, LLC

 

Delayed Draw

 

8.01%

 

EURIBOR

 

560

 

2/10/2031

 

EUR

 

 

1,711,579

 

 

1,808,526

 

 

 

1,813,741

1,4,5,12

Einstein Parent, Inc.

 

Revolver

 

0.50%

         

1/22/2031

 

USD

 

 

937,500

 

 

(18,168

)

 

 

(20,786

)1,4,9

Einstein Parent, Inc.

 

First Lien Term Loan

 

10.79%

 

SOFR

 

650

 

1/22/2031

 

USD

 

 

9,062,500

 

 

8,885,269

 

 

 

8,861,569

1,4,12

Evergreen Services Group II, LLC

 

First Lien Term Loan

 

13.75% PIK

         

4/5/2031

 

USD

 

 

10,966,668

 

 

10,496,772

 

 

 

10,502,498

1,4,8,13

Evergreen Services Group II, LLC

 

Delayed Draw

 

13.75% PIK

         

4/7/2031

 

USD

 

 

6,022,064

 

 

5,783,102

 

 

 

5,837,067

1,4,8,13

Finastra USA, Inc.

 

First Lien Term Loan

 

11.43%

 

SOFR

 

725

 

9/13/2029

 

USD

 

 

203,880

 

 

200,579

 

 

 

203,612

1,4,12

Finastra USA, Inc.

 

Revolver

 

0.50%

         

9/13/2029

 

USD

 

 

936,090

 

 

(17,014

)

 

 

(1,234

)1,4,9

Finastra USA, Inc.

 

First Lien Term Loan

 

11.43%

 

SOFR

 

725

 

9/13/2029

 

USD

 

 

8,729,790

 

 

8,588,448

 

 

 

8,718,283

1,4,12

Fullsteam Operations LLC

 

Revolver

 

0.50%

         

11/27/2029

 

USD

 

 

89,778

 

 

(2,103

)

 

 

(137

)1,4,9

Fullsteam Operations LLC

 

First Lien Term Loan

 

12.71%

 

SOFR

 

840

 

11/27/2029

 

USD

 

 

1,604,778

 

 

1,564,161

 

 

 

1,618,357

1,4,12

Fullsteam Operations LLC

 

Delayed Draw

 

12.71%

 

SOFR

 

840

 

11/27/2029

 

USD

 

 

729,444

 

 

710,912

 

 

 

732,255

1,4,12

Fullsteam Operations LLC

 

Delayed Draw

 

11.46%

 

SOFR

 

715

 

11/27/2029

 

USD

 

 

1,122,222

 

 

615,740

 

 

 

623,598

1,4,12,13

Fullsteam Operations LLC

 

Delayed Draw

 

1.00%

         

11/27/2029

 

USD

 

 

673,333

 

 

(9,706

)

 

 

(4,387

)1,4,9

Infinite Bidco LLC

 

First Lien Term Loan

 

10.57%

 

SOFR

 

625

 

3/2/2028

 

USD

 

 

4,900,000

 

 

4,803,649

 

 

 

4,892,538

1,4,12

Ion Finance Holdings Limited

 

Delayed Draw

 

10.36%

 

EURIBOR

 

800

 

9/30/2031

 

EUR

 

 

757,161

 

 

790,390

 

 

 

817,483

1,4,5,12

Ion Finance Holdings Limited

 

First Lien Term Loan

 

10.36%

 

EURIBOR

 

800

 

9/30/2031

 

EUR

 

 

7,042,839

 

 

7,351,920

 

 

 

7,603,929

1,4,5,12

Mercury Bidco LLC

 

First Lien Term Loan

 

10.05%

 

SOFR

 

575

 

5/31/2030

 

USD

 

 

4,534,611

 

 

4,469,728

 

 

 

4,503,916

1,4,12

Mercury Bidco LLC

 

Revolver

 

0.50%

         

5/31/2029

 

USD

 

 

408,163

 

 

(8,878

)

 

 

(3,949

)1,4,9

Mews Systems B.V.

 

First Lien Term Loan

 

13.30%

 

SOFR

 

900

 

9/16/2029

 

USD

 

 

11,904,762

 

 

11,904,762

 

 

 

11,904,762

1,4,12

Mews Systems B.V.

 

Delayed Draw

 

13.30%

 

SOFR

 

900

 

9/16/2029

 

USD

 

 

13,690,477

 

 

13,124,813

 

 

 

13,124,813

1,4,12,13

MGT Merger Target, LLC

 

Delayed Draw

 

10.92%

 

SOFR

 

650

 

4/10/2029

 

USD

 

 

223,034

 

 

221,919

 

 

 

224,922

1,4,12

MGT Merger Target, LLC

 

Revolver

 

13.00%

 

PRIME

 

550

 

4/10/2028

 

USD

 

 

496,552

 

 

186,207

 

 

 

185,451

1,4,12,13

MGT Merger Target, LLC

 

First Lien Term Loan

 

10.92%

 

SOFR

 

660

 

4/10/2029

 

USD

 

 

3,935,471

 

 

3,856,788

 

 

 

3,968,773

1,4,12

MIS Acquisition, LLC

 

Revolver

 

0.50%

         

11/17/2028

 

USD

 

 

533,334

 

 

(11,694

)

 

 

(9,607

)1,4,9

See accompanying Notes to Consolidated Financial Statements.

18

Cliffwater Enhanced Lending Fund

Consolidated Schedule of Investments

As of March 31, 2025 (Continued)

Portfolio Company

 

Investment
Type

 

Interest
Rate

 

Reference
Rate

 

Basis
Points
Spread

 

Maturity
Date

 

Currency

 

Shares/
Principal
Amount

 

Cost

 

Fair
Value

   

Senior Secured Loans (Continued)

                         

 

   

 

 

 

 

 

   

Technology (Continued)

                         

 

   

 

 

 

 

 

   

MIS Acquisition, LLC

 

First Lien Term Loan

 

10.57%

 

SOFR

 

625

 

11/17/2028

 

USD

 

$

7,391,999

 

$

7,217,778

 

 

$

7,249,227

1,4,12

Opportunity Funding SPE V, LLC

 

Revolver

 

11.62%

 

SOFR

 

730

 

2/13/2029

 

USD

 

 

87,500,000

 

 

40,828,229

 

 

 

40,802,631

1,4,12,13

Oranje Holdco, Inc.

 

Revolver

 

0.50%

         

2/1/2029

 

USD

 

 

592,667

 

 

(13,631

)

 

 

577

1,4,9

Oranje Holdco, Inc.

 

First Lien Term Loan

 

12.04%

 

SOFR

 

750

 

2/1/2029

 

USD

 

 

4,741,333

 

 

4,642,405

 

 

 

4,745,948

1,4,12

Oranje Holdco, Inc.

 

First Lien Term Loan

 

11.54%

 

SOFR

 

725

 

2/1/2029

 

USD

 

 

1,986,710

 

 

1,950,511

 

 

 

1,950,674

1,4,12

PracticeTek Purchaser LLC

 

Delayed Draw

 

10.04%

 

SOFR

 

575

 

8/30/2029

 

USD

 

 

1,934,823

 

 

65,819

 

 

 

88,577

1,4,12,13

PracticeTek Purchaser LLC

 

First Lien Term Loan

 

10.04%

 

SOFR

 

575

 

8/30/2029

 

USD

 

 

6,273,004

 

 

6,147,950

 

 

 

6,273,004

1,4,11,12

PracticeTek Purchaser LLC

 

First Lien Term Loan

 

14.00% PIK

         

8/30/2030

 

USD

 

 

2,064,919

 

 

2,023,224

 

 

 

2,064,919

1,4,8,11

Redwood Services Group, LLC

 

Delayed Draw

 

1.00%

         

6/15/2029

 

USD

 

 

6,773,381

 

 

(65,930

)

 

 

(67,734

)1,4,9

Redwood Services Group, LLC

 

First Lien Term Loan

 

9.55%

 

SOFR

 

525

 

6/15/2029

 

USD

 

 

5,326,263

 

 

5,275,326

 

 

 

5,273,001

1,4,12

SMR Holdings, LLC

 

Revolver

 

0.50%

         

12/23/2029

 

USD

 

 

2,250,000

 

 

(31,947

)

 

 

(33,750

)1,4,9

SMR Holdings, LLC

 

First Lien Term Loan

 

10.05%

 

SOFR

 

575

 

12/23/2029

 

USD

 

 

34,000,000

 

 

33,511,174

 

 

 

33,490,000

1,4,12

Trintech, Inc.

 

Revolver

 

9.82%

 

SOFR

 

550

 

7/25/2029

 

USD

 

 

595,752

 

 

154,379

 

 

 

154,258

1,4,12,13

Trintech, Inc.

 

First Lien Term Loan

 

9.82%

 

SOFR

 

550

 

7/25/2029

 

USD

 

 

7,647,135

 

 

7,467,055

 

 

 

7,442,311

1,4,12

User Zoom Technologies, Inc

 

First Lien Term Loan

 

11.80%

 

SOFR

 

750

 

4/5/2029

 

USD

 

 

5,000,000

 

 

4,889,937

 

 

 

4,992,385

1,4,12

VDC Powerup PTE LTD

 

First Lien Term Loan

 

10.07%

 

SOFR

 

575

 

5/20/2028

 

USD

 

 

27,297,100

 

 

26,793,982

 

 

 

26,751,158

1,4,12

VDC Powerup PTE LTD

 

First Lien Term Loan

 

10.21%

 

SOFR

 

575

 

5/20/2028

 

USD

 

 

6,036,233

 

 

5,925,053

 

 

 

5,915,509

1,4,12

Xactly Corporation

 

First Lien Term Loan

 

10.66%

 

SOFR

 

625

 

2/3/2031

 

USD

 

 

6,000,000

 

 

5,896,700

 

 

 

5,990,862

1,4,12

Zinnia Corporate Holdings, LLC

 

Delayed Draw

 

0.50%

         

7/31/2027

 

USD

 

 

2,352,941

 

 

 

 

 

1,4,9

Zinnia Corporate Holdings, LLC

 

First Lien Term Loan

 

12.30%

 

SOFR

 

800

 

9/23/2029

 

USD

 

 

17,647,059

 

 

17,320,817

 

 

 

17,294,118

1,4,12

                           

 

   

 

293,784,514

 

 

 

295,097,744

 

Utilities — 0.6%

                         

 

   

 

 

 

 

 

   

Silfab Inc.

 

Delayed Draw

 

10.92%

 

SOFR

 

650

 

11/18/2028

 

USD

 

 

40,000,000

 

 

31,075,334

 

 

 

31,000,000

1,4,12,13

                           

 

   

 

31,075,334

 

 

 

31,000,000

 

Total Senior Secured Loans

                         

 

   

 

1,004,525,975

 

 

 

1,010,161,176

 
                           

 

   

 

 

 

 

 

   

Collateralized Loan Obligations — 1.3%

                         

 

   

 

 

 

 

 

   

ABPCI Direct Lending Fund CLO XII Ltd.

     

13.97%

 

SOFR

 

968

 

4/29/2035

 

USD

 

 

7,500,000

 

 

7,220,422

 

 

 

7,575,923

1,6,7,12

ABPCI Direct Lending Fund CLO XV, Ltd.

     

12.89%

 

SOFR

 

860

 

10/30/2035

 

USD

 

 

5,000,000

 

 

4,900,000

 

 

 

5,038,575

1,4,6,7,12

ABPCI Direct Lending Fund CLO XV, Ltd.

     

10.69%

 

SOFR

 

640

 

10/30/2035

 

USD

 

 

8,100,000

 

 

8,100,000

 

 

 

8,207,951

1,4,6,7,12

Barings Middle Market CLO 2023-II Ltd.

     

12.96%

 

SOFR

 

867

 

1/20/2032

 

USD

 

 

8,450,000

 

 

8,365,500

 

 

 

8,453,155

1,4,6,7,12

Barings Middle Market CLO Ltd. 2017-I

     

13.21%

 

SOFR

 

892

 

1/20/2034

 

USD

 

 

2,071,807

 

 

2,030,371

 

 

 

2,081,338

1,6,7,12

Barings Middle Market CLO Ltd. 2017-I

     

28.00%

         

1/20/2034

 

USD

 

 

2,905,983

 

 

2,505,065

 

 

 

1,597,325

*,1,4,6,7,10

Deerpath Capital CLO 2020-1 Ltd.

     

10.69%

 

SOFR

 

639

 

4/17/2034

 

USD

 

 

3,250,000

 

 

3,185,000

 

 

 

3,282,704

1,4,6,7,12

See accompanying Notes to Consolidated Financial Statements.

19

Cliffwater Enhanced Lending Fund

Consolidated Schedule of Investments

As of March 31, 2025 (Continued)

Portfolio Company

 

Investment
Type

 

Interest
Rate

 

Reference
Rate

 

Basis
Points
Spread

 

Maturity
Date

 

Currency

 

Shares/
Principal
Amount

 

Cost

 

Fair
Value

   

Collateralized Loan Obligations
(Continued)

                         

 

   

 

   

 

   

Golub Capital Partners CLO

     

10.30%

 

SOFR

 

600

 

11/9/2036

 

USD

 

$

13,950,000

 

$

13,950,000

 

$

14,124,534

1,4,6,7,12

HPS Private Credit CLO 2023-1 LLC

     

14.15%

 

SOFR

 

985

 

7/15/2035

 

USD

 

 

7,500,000

 

 

7,350,000

 

 

7,548,199

1,4,6,7,12

Ivy Hill Middle Market Credit Fund XXI Ltd.

     

12.81%

 

SOFR

 

852

 

7/18/2035

 

USD

 

 

6,500,000

 

 

6,336,850

 

 

6,563,078

1,4,6,7,12

Ivy Hill Middle Market Credit Fund XXI Ltd.

     

10.69%

 

SOFR

 

640

 

7/18/2035

 

USD

 

 

3,500,000

 

 

3,500,000

 

 

3,553,311

1,4,6,7,12

TCP Whitney CLO Ltd.

     

12.74%

 

SOFR

 

842

 

8/20/2033

 

USD

 

 

2,500,000

 

 

2,450,000

 

 

2,508,596

1,6,7,12

Total Collateralized Loan Obligations

                         

 

   

 

69,893,208

 

 

70,534,689

 
                           

 

   

 

   

 

   

Preferred Stocks — 1.1%

                         

 

   

 

   

 

   

Energy — 0.0%

                         

 

   

 

   

 

   

Service Compression Preferred Equity (JR Preferred Shares)

     

0.00%

             

USD

 

 

40,919

 

 

135,094

 

 

139,550

1,4

                           

 

   

 

   

 

   

Financials — 0.6%

                         

 

   

 

   

 

   

Accelerant Holdings, Class C

     

12.50% PIK

             

USD

 

 

5,001

 

 

9,239,999

 

 

9,240,014

1,4,8

Accelerant Holdings, Class C-1

     

12.50% PIK

             

USD

 

 

2,955

 

 

5,460,001

 

 

5,460,008

1,4,8

GTCR Everest TopCo, Inc. — Equity (Series A Preferred Stock)

     

13.25% PIK

             

USD

 

 

15,000

 

 

14,625,000

 

 

15,000,000

1,4,8

                           

 

   

 

29,325,000

 

 

29,700,022

 

Health Care — 0.1%

                         

 

   

 

   

 

   

nThrive, Inc., (Series A-2 Preferred)

     

11.00% PIK

             

USD

 

 

3,260

 

 

3,162,200

 

 

2,330,900

1,4,8

Propharma, LLC

     

13.00% PIK

             

USD

 

 

2,500

 

 

2,425,000

 

 

2,500,000

1,4,8,14

Vardiman Black Holdings, LLC

     

6.00%

             

USD

 

 

1,765,938

 

 

515,371

 

 

422,059

1,4

                           

 

   

 

6,102,571

 

 

5,252,959

 

Industrials — 0.2%

                         

 

   

 

   

 

   

FSG Acquisition, LLC — Senior Preferred

     

12.25% PIK

             

USD

 

 

3,750,000

 

 

3,656,250

 

 

3,750,000

1,4,8

Pollen, Inc. (Series H1 Preferred)

     

8.36% PIK

             

USD

 

 

108,305

 

 

3,359,435

 

 

4,074,976

1,4,8

Pollen, Inc. (Series H2 Preferred)

     

7.53% PIK

             

USD

 

 

64,983

 

 

1,856,902

 

 

2,037,867

1,4,8

                           

 

   

 

8,872,587

 

 

9,862,843

 

Technology — 0.2%

                         

 

   

 

   

 

   

GS Holder, Inc. Preferred

     

16.32% PIK

             

USD

 

 

5,000

 

 

4,850,000

 

 

5,000,000

1,4,8

Mandolin Technology Holdings, Inc. — (Series A Preferred)

     

10.50% PIK

             

USD

 

 

3,500

 

 

3,395,000

 

 

3,488,326

1,4,8

See accompanying Notes to Consolidated Financial Statements.

20

Cliffwater Enhanced Lending Fund

Consolidated Schedule of Investments

As of March 31, 2025 (Continued)

Portfolio Company

 

Investment
Type

 

Interest
Rate

 

Reference
Rate

 

Basis
Points
Spread

 

Maturity
Date

 

Currency

 

Shares/
Principal
Amount

 

Cost

 

Fair
Value

   

Preferred Stocks (Continued)

                             

 

   

 

   

Technology (Continued)

                             

 

   

 

   

Riskonnect Parent, LLC — (Series B Preferred)

     

15.71% PIK

             

USD

 

3,000

 

$

2,940,000

 

$

3,000,000

1,4,8

Riskonnect Parent, LLC — (Series C Preferred)

     

13.75% PIK

             

USD

 

1,071

 

 

1,050,000

 

 

1,071,428

1,4,8

                               

 

12,235,000

 

 

12,559,754

 

Total Preferred Stocks

                             

 

56,670,252

 

 

57,515,128

 
                               

 

   

 

   

Subordinated Debt — 0.2%

                             

 

   

 

   

Financials — 0.0%

                             

 

   

 

   

OTR Midco, LLC

     

12.00%

         

5/13/2026

 

USD

 

2,000,000

 

 

2,000,000

 

 

2,000,000

1,4

                               

 

   

 

   

Materials — 0.1%

                             

 

   

 

   

Comar Holding Company, LLC

     

12.50% PIK

     

400

 

9/17/2026

 

USD

 

2,071,354

 

 

2,071,354

 

 

2,065,048

1,4,8

                               

 

   

 

   

Real Estate — 0.1%

                             

 

   

 

   

D Koval Mezz, LLC

     

13.00%

         

5/6/2028

 

USD

 

4,944,625

 

 

4,944,625

 

 

4,936,713

1,4

Total Subordinated Debt

                             

 

9,015,979

 

 

9,001,761

 
                               

 

   

 

   

Common Stocks — 0.1%

                             

 

   

 

   

Financials — 0.0%

                             

 

   

 

   

Barings BDC, Inc.

                     

USD

 

126,753

 

 

1,291,135

 

 

1,209,224

1

                               

 

   

 

   

Health Care — 0.1%

                             

 

   

 

   

Prolacta Bioscience, Inc. (Class A-3)

                     

USD

 

3,958,334

 

 

3,992,815

 

 

6,095,834

1,4

Vardiman Black Holdings, LLC

                     

USD

 

3,639,628

 

 

 

 

1,4

                               

 

3,992,815

 

 

6,095,834

 

Total Common Stocks

                             

 

5,283,950

 

 

7,305,058

 
                               

 

   

 

   

Warrants — 0.0%

                             

 

   

 

   

Energy — 0.0%

                             

 

   

 

   

Service Compression, LLC

                             

 

   

 

   

Exercise Price: $1.35

                             

 

   

 

   

Expiration Date: 1/17/2031

                     

USD

 

78,495**

 

 

 

 

50,523

1,4

                               

 

   

 

   

Financials — 0.0%

                             

 

   

 

   

CTF Clear Finance Technology Corp

                             

 

   

 

   

Exercise Price: $0.01

                             

 

   

 

   

Expiration Date: 10/3/2035

                     

USD

 

25,228,521**

 

 

 

 

1,4

See accompanying Notes to Consolidated Financial Statements.

21

Cliffwater Enhanced Lending Fund

Consolidated Schedule of Investments

As of March 31, 2025 (Continued)

Portfolio Company

 

Investment
Type

 

Interest
Rate

 

Reference
Rate

 

Basis
Points
Spread

 

Maturity
Date

 

Currency

 

Shares/
Principal
Amount

 

Cost

 

Fair
Value

   

Warrants (Continued)

                             

 

   

 

   

Financials (Continued)

                             

 

   

 

   

Rapyd Netherlands B.V.

                             

 

   

 

   

Exercise Price: $0.01

                             

 

   

 

   

Expiration Date: 3/12/2035

                     

USD

 

39,518**

 

$

 

$

1,4

                               

 

 

 

 

Health Care — 0.0%

                             

 

   

 

   

Honor Technology, Inc.

                             

 

   

 

   

Exercise Price: $3.16

                             

 

   

 

   

Expiration Date: 5/28/2034

                     

USD

 

296,546**

 

 

 

 

1,4,11

Xeris Biopharma Holdings, Inc.

                             

 

   

 

   

Exercise Price: $2.28

                             

 

   

 

   

Expiration Date: 3/8/2029

                     

USD

 

43,860**

 

 

 

 

179,152

1,4

                               

 

 

 

179,152

 

Total Warrants

                             

 

 

 

229,675

 
                               

 

   

 

   

Short-Term Investments — 5.0%

                             

 

   

 

   

State Street Institutional U.S. Government Money Market Fund

     

4.29%

             

USD

 

268,434,361

 

 

268,434,361

 

 

268,434,361

1,15

Total Short-Term Investments

                             

 

268,434,361

 

 

268,434,361

 

Total Investments — 100.1%

                             

 

4,919,181,602

 

 

5,363,755,937

 

Liabilities Less Other Assets — (0.1)%

                             

 

   

 

(5,809,094

)

Net Assets — 100.0%

                             

 

   

$

5,357,946,843

 

See accompanying Notes to Consolidated Financial Statements.

22

Cliffwater Enhanced Lending Fund

Consolidated Schedule of Investments

As of March 31, 2025 (Continued)

ARR CSA – Alternate Reference Rate Credit Spread Adjustment

BDC – Business Development Company

CAD – Canadian Dollars

CORRA – Canadian Overnight Repo Rate Average

EUR – Euro

EURIBOR – Euro Interbank Offered Rate

GBP – Pound Sterling

LLC – Limited Liability Company

LP – Limited Partnership

NIBOR – Norwegian Interbank Offered Rate

NOK – Norwegian Krone

PRIME – Prime Lending Rate

SOFR – Secured Overnight Financiang Rate

SONIA – Sterling Overnight Index Average

US – United States

USD – United States Dollar

*

 

Subordinated note position. Rate shown is the effective yield as of period end.

**

 

Shares represent underlying security.

1

 

As of March 31, 2025 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 $5,363,755,937 as of March 31, 2025. See Note 2, subsection Borrowing, Use of Leverage of the Notes to Consolidated Financial Statements for additional information.

2

 

Investment valued using net asset value per share as practical expedient. See Note 11 for respective investment strategies, unfunded commitments, and redemptive restrictions.

3

 

These securities are restricted, the total value of these securities is $3,654,120,705, which represents 68.2% of total net assets of the Fund.

4

 

Value was determined using significant unobservable inputs.

5

 

Foreign securities entered into in foreign currencies are converted to U.S. Dollars using period end spot rates.

6

 

Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. 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 $88,534,690, which represents 1.7% of total net assets of the Fund.

7

 

Callable.

8

 

Principal includes accumulated payment in kind (“PIK”) interest and is net of repayments, if any.

9

 

Represents an unfunded loan commitment. The rate disclosed is equal to the commitment fee. The negative cost and/or fair value, if applicable, is due to the discount received in excess of the principal amount of the unfunded commitment. See Note 2 for additional information.

10

 

Variable rate security. Rate shown is the rate in effect as of period end.

11

 

All or a portion of the security was made through a participation. Please see Note 2 for a description of loan participations.

12

 

Floating rate security. Rate shown is the rate effective as of period end.

13

 

A portion of this holding is subject to unfunded loan commitments. The stated interest rate reflects the reference rate and spread for the funded portion. See Note 2 for additional information.

14

 

Jayhawk Intermediate, LLC is the holding company that owns ProPharma Group, LLC.

15

 

The rate is the annualized seven-day yield at period end.

See accompanying Notes to Consolidated Financial Statements.

23

Cliffwater Enhanced Lending Fund

Consolidated Schedule of Investments

As of March 31, 2025 (Continued)

Additional information on restricted securities is as follows:

Security

 

First
Acquisition
Date

 

Cost

17Capital Co-Invest (B) SCSp

 

9/23/2021

 

$

5,465,905

AG Asset Based Credit Fund L.P.

 

9/13/2023

 

 

99,000,000

AG Essential Housing Fund II Holdings (DE), L.P.

 

3/23/2022

 

 

4,123,512

Ares Commercial Finance, LP

 

7/25/2023

 

 

53,841,899

Ares Insurance Partners, LP

 

12/31/2024

 

 

12,312,914

Ares Pathfinder Fund II (Offshore), LP

 

8/31/2023

 

 

4,297,335

Ares Priority Loan Co-Invest LP

 

1/25/2023

 

 

29,868,321

Ares Private Credit Solutions (Cayman), L.P.

 

12/29/2022

 

 

9,881,511

Ares Special Opportunities Fund II (Offshore), LP

 

11/7/2022

 

 

22,756,652

Ares Special Opportunities Fund (Offshore), LP

 

12/29/2023

 

 

4,793,018

Banner Ridge DSCO Fund I, LP

 

6/30/2023

 

 

13,792,253

Banner Ridge DSCO Fund II (Offshore), LP

 

10/11/2022

 

 

19,457,711

Banner Ridge Secondary Fund IV (Offshore), LP

 

6/30/2021

 

 

2,221,240

Banner Ridge Secondary Fund V (Offshore), LP

 

5/31/2023

 

 

92,851,664

Barings Capital Solutions Perpetual Fund (CA), LP

 

12/12/2024

 

 

34,756,098

Benefit Street Partners Real Estate Opportunistic Debt Fund L.P.

 

3/2/2022

 

 

35,934,300

Blackstone Tactical Opportunities Fund (Matrix Co-Invest) LP

 

9/20/2023

 

 

2,282,793

Blue Owl First Lien Fund (Offshore), L.P.

 

7/1/2022

 

 

2,865,252

Blue Owl Real Estate Fund VI, LP

 

1/31/2023

 

 

10,235,020

Blue Owl Technology Finance Corp.

 

6/29/2022

 

 

20,316,104

Boost Co-Invest LP

 

1/25/2024

 

 

6,770,389

BPC Real Estate Debt Fund, LP

 

6/7/2023

 

 

63,244,183

BP Holdings Zeta LP - Class A

 

11/29/2023

 

 

8,609,327

BP Holdings Zeta LP - Class B

 

11/29/2023

 

 

1,410,673

BSOF Parallel Onshore Fund L.P. (Class Absolute III Series 3 Interests)

 

9/1/2023

 

 

5,242,498

BSOF Parallel Onshore Fund L.P. (Class Chestnut II Series 2)

 

12/12/2023

 

 

20,108,879

BSOF Parallel Onshore Fund L.P. (Class Colonnade 2024 Series 3)

 

3/22/2024

 

 

10,250,000

BSOF Parallel Onshore Fund L.P. (Class Gnocchi Series 2 Interests)

 

10/10/2023

 

 

30,679,130

BSOF Parallel Onshore Fund L.P. (Class SRT Enhanced Series 3)

 

5/9/2024

 

 

106,662,882

Burford Advantage Feeder Fund A, LP

 

1/28/2022

 

 

3,475,394

Callodine Perpetual ABL Fund, LP

 

10/3/2022

 

 

81,144,382

Carlyle Credit Opportunities Fund II (Parallel), SCSp

 

12/14/2021

 

 

8,930,374

Carlyle Credit Opportunities Fund III (Parallel), SCSp

 

12/10/2024

 

 

5,860,389

CCOF Alera Aggregator, L.P.

 

4/25/2023

 

 

4,856,250

CCOF III Nexus Co-Invest Aggregator, L.P.

 

3/22/2024

 

 

4,901,836

CCOF Sierra II, L.P.

 

7/29/2022

 

 

2,958,506

Cheval Blanc Co-Invest, L.P.

 

2/25/2025

 

 

15,000,000

Chilly HP SCF Investor, LP

 

2/9/2022

 

 

3,017,701

CL Oliver Co-Invest I, L.P.

 

6/28/2023

 

 

10,068,001

Comvest Special Opportunities Fund, L.P.

 

2/3/2022

 

 

11,484,683

Contingency Capital EG Fund (US) LP

 

8/29/2024

 

 

23,980,100

Contingency Capital Fund I-A, LP

 

11/28/2022

 

 

49,448,738

Crestline Nevermore Holdco, L.P.

 

12/7/2023

 

 

4,939,545

See accompanying Notes to Consolidated Financial Statements.

24

Cliffwater Enhanced Lending Fund

Consolidated Schedule of Investments

As of March 31, 2025 (Continued)

Security

 

First
Acquisition
Date

 

Cost

Crestline PF Sentry Fund (US), LP (CELF SPV LLC)

 

3/31/2025

 

$

11,765,468

Crestline PF Sentry Fund (US), LP

 

8/14/2023

 

 

5,997,305

CW Credit Opportunity 2 LP

 

6/27/2024

 

 

22,736,329

D.E. Shaw Diopter International Fund, L.P.

 

10/20/2022

 

 

40,520,552

Dawson Evergreen 1 LP

 

5/28/2024

 

 

300,000,000

EVP II LP

 

11/30/2023

 

 

26,371,709

Felicitas Diner Offshore, LP

 

12/28/2022

 

 

2,827,895

Felicitas Secondary Fund II Offshore, LP

 

9/10/2021

 

 

10,616,857

Felicitas Secondary Fund III Offshore, LP

 

1/31/2025

 

 

17,500,000

Felicitas Tactical Opportunities Fund, LP

 

10/26/2022

 

 

37,867,299

Franklin BSP Capital Corp

 

11/30/2021

 

 

1,684,852

Gramercy PG Holdings II, LP

 

8/20/2024

 

 

23,250,000

Gramercy PG Holdings, LP (Common Interests)

 

3/22/2024

 

 

10,177,594

Gramercy PG Holdings, LP (Preferred Interests)

 

3/22/2024

 

 

5,450,422

Guggenheim MM-C CLO

 

7/26/2023

 

 

90,202,500

Harvest Partners Structured Capital Fund III, L.P.

 

9/22/2021

 

 

13,675,332

Hayfin Healthcare Opportunities Fund (US Parallel), LP

 

6/29/2022

 

 

43,616,518

Hercules Private Global Venture Growth Fund I, L.P.

 

8/6/2021

 

 

156,122,359

HPS Asset Value Platform, L.P.

 

2/7/2025

 

 

47,014,045

HPS KP Mezz 2019 Co-Invest, LP

 

4/1/2024

 

 

42,079,318

HPS KP SIP V Co-Investment Fund, LP

 

4/1/2024

 

 

14,503,288

HPS Mint Co-Invest Fund, L.P.

 

5/25/2022

 

 

6,473,263

HPS Offshore Mezzanine Partners 2019, LP

 

4/1/2024

 

 

22,782,678

HPS Offshore Strategic Investment Partners V, LP

 

5/1/2023

 

 

33,029,819

HPS Specialty Loan Fund V-L, L.P.

 

7/30/2021

 

 

21,507,728

ICG LP Secondaries Fund I (Feeder) SCSp

 

12/29/2023

 

 

10,537,659

Indago Co-Invest I LP

 

1/30/2025

 

 

5,000,000

InSolve Global Credit Feeder Fund VI, L.P.

 

2/18/2025

 

 

37,841,473

King Street Opportunistic Credit Evergreen Fund, L.P.

 

1/31/2023

 

 

100,000,000

KWOL Co-Invest, LP

 

11/30/2023

 

 

2,500,000

LuminArx Opportunistic Alternative Solutions Offshore Fund LP

 

1/31/2025

 

 

4,587,368

LuminArx Valence Co-Invest Offshore Fund LP

 

12/11/2024

 

 

9,936,909

Madison Realty Capital Debit Fund, IV LP

 

9/29/2023

 

 

14,173,657

Magenta Asset Co-Invest L.P.

 

4/30/2024

 

 

2,790,548

Magenta Co-Invest L.P.

 

3/5/2024

 

 

5,501,383

Marilyn Co-Invest, L.P.

 

1/14/2022

 

 

33,863,577

Milano Co-Invest, L.P.

 

4/1/2024

 

 

3,990,705

Miller Holdings LP ( Common Equity Portion) (Dawson)

 

3/12/2025

 

 

4,724,101

Miller Holdings LP ( Preferred Equity Portion) (Dawson)

 

3/12/2025

 

 

31,755,544

Minerva Co-Invest, L.P.

 

2/11/2022

 

 

11,406,208

NB Capital Solutions Co-Invest (Wolverine) LP

 

11/15/2023

 

 

1,380,844

NB Credit Opportunities II Cayman Feeder, LP

 

8/31/2022

 

 

21,303,208

North Wall Asset Backed Opportunities Feeder Fund I LP

 

12/19/2024

 

 

72,944,024

NWEOF Feeder Fund II LP

 

6/21/2024

 

 

24,063,042

OrbiMed RCO IV Offshore Feeder, LP

 

12/30/2022

 

 

23,262,901

See accompanying Notes to Consolidated Financial Statements.

25

Cliffwater Enhanced Lending Fund

Consolidated Schedule of Investments

As of March 31, 2025 (Continued)

Security

 

First
Acquisition
Date

 

Cost

Pathlight Capital Evergreen Fund, LP

 

12/30/2022

 

$

32,605,097

Pathlight Capital Fund II, LP

 

6/30/2021

 

 

25,868,396

Peachtree Credit Fund IV Q, L.P.

 

11/18/2024

 

 

25,000,000

Pennybacker Real Estate Credit II Pacific, LLC

 

5/6/2022

 

 

2,467,491

Pennybacker Real Estate Credit II, LP

 

5/6/2022

 

 

18,777,394

PG Lending Fund I, LP

 

11/26/2024

 

 

37,252,589

Pine Valley Capital Partners Evergreen Fund, LP

 

11/13/2024

 

 

34,359,848

Pine Valley Capital Co-Invest I, LP

 

3/6/2025

 

 

18,479,832

Raven Asset-Based Credit Fund II LP

 

9/21/2021

 

 

13,999,031

Raven Evergreen Credit Fund II, LP

 

4/22/2022

 

 

16,899,628

Redwood Enhanced Income Corp.

 

6/30/2022

 

 

28,275,000

SC Life Science Credit Parallel Fund A, L.P.

 

8/9/2024

 

 

112,886,592

Sculptor Real Estate Science Park Fund, LP

 

5/4/2022

 

 

138,868

Shamrock Capital Debt Opportunities Fund I, LP

 

7/28/2021

 

 

6,259,429

Silver Point Select Overflow Fund, L.P.

 

11/13/2024

 

 

36,611,232

Sixth Street Growth Partners II (B), L.P.

 

8/1/2022

 

 

4,392,675

Sky Fund V Offshore, LP

 

11/30/2022

 

 

36,035,625

Sky Fund VI Offshore, LP

 

4/15/2024

 

 

18,531,861

Sprinkler 2024 Co-Investment I (Feeder) SCSp

 

3/10/2025

 

 

16,233,891

Specialty Loan Institutional Fund 2016-L, L.P.

 

1/22/2024

 

 

2,561,036

Stellus Private Credit BDC Feeder LP

 

1/31/2022

 

 

13,259,213

Summit Partners Credit Offshore Fund II, L.P.

 

3/31/2022

 

 

7,115,041

Symbiotic Capital EB Fund, L.P.

 

3/7/2024

 

 

3,977,217

Symbiotic Capital Life Science Credit Fund, L.P.

 

8/9/2024

 

 

9,750,320

Thompson Rivers LLC

 

6/30/2021

 

 

1,271,610

Thorofare Asset Based Lending Fund V, L.P.

 

7/29/2022

 

 

30,401,096

Tinicum L.P.

 

3/31/2023

 

 

8,753,673

Tinicum Tax Exempt, L.P.

 

3/31/2023

 

 

5,356,323

VCSF Co-Invest 1-A, L.P.

 

8/2/2023

 

 

5,060,841

Vista Capital Solutions Fund-A, L.P.

 

3/24/2023

 

 

15,458,726

Vista Credit Partners Fund IV-B, L.P.

 

12/4/2024

 

 

470,914

VPC Asset Backed Opportunistic Credit Fund (Levered), L.P.

 

12/22/2021

 

 

71,001,751

VPC COV, L.P.

 

4/19/2023

 

 

1,000,000

VPC Legal Finance Fund, L.P.

 

9/29/2022

 

 

117,880,783

Waccamaw River LLC

 

8/4/2021

 

 

10,581,027

WhiteHawk Evergreen Fund, LP

 

1/31/2024

 

 

50,000,000

       

$

3,232,407,693

See accompanying Notes to Consolidated Financial Statements.

26

Cliffwater Enhanced Lending Fund

Consolidated Schedule of Forward Foreign Currency Exchange Contracts

As of March 31, 2025

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

Currency
Purchased

 

Counterparty

 

Currency
Sold

 

Settlement
Date

 

Currency
Amount
Purchased

 

Value at
Opening Date
of Contract

 

Value at
March 31,
2025

 

Unrealized
Appreciation
(Depreciation)

CAD

 

State Street

 

USD

   

April 30, 2025

 

10,833

 

$

7,498

 

$

7,539

 

$

41

 

CAD

 

State Street

 

USD

   

May 30, 2025

 

833

 

 

586

 

 

581

 

 

(5

)

EUR

 

State Street

 

USD

   

April 30, 2025

 

83,071,318

 

 

87,012,872

 

 

89,970,236

 

 

2,957,364

 

EUR

 

State Street

 

USD

   

May 30, 2025

 

24,218,362

 

 

26,137,169

 

 

26,276,039

 

 

138,870

 

EUR

 

State Street

 

USD

   

June 30, 2025

 

28,789

 

 

31,306

 

 

31,291

 

 

(15

)

GBP

 

State Street

 

USD

   

May 30, 2025

 

209,219

 

 

269,780

 

 

270,242

 

 

462

 

NOK

 

State Street

 

USD

   

April 30, 2025

 

130,481,656

 

 

11,542,044

 

 

12,402,590

 

 

860,546

 

       

 

           

 

125,001,255

 

 

128,958,518

 

 

3,957,263

 

Currency
Sold

 

Counterparty

 

Currency
Purchased

 

Settlement
Date

 

Currency
Amount
Sold

 

Value at
Opening Date
of Contract

 

Value at
March 31,
2025

 

Unrealized
Appreciation
(Depreciation)

CAD

 

State Street

 

USD

   

April 30, 2025

 

(12,500

)

 

$

(8,780

)

 

$

(8,699

)

 

$

81

 

CAD

 

State Street

 

USD

   

May 30, 2025

 

(2,500

)

 

 

(1,756

)

 

 

(1,743

)

 

 

13

 

CAD

 

State Street

 

USD

   

June 30, 2025

 

(1,667

)

 

 

(1,174

)

 

 

(1,163

)

 

 

11

 

EUR

 

State Street

 

USD

   

April 30, 2025

 

(134,504,479

)

 

 

(141,218,156

)

 

 

(145,674,824

)

 

 

(4,456,668

)

EUR

 

State Street

 

USD

   

May 30, 2025

 

(75,651,523

)

 

 

(80,463,185

)

 

 

(82,079,140

)

 

 

(1,615,955

)

EUR

 

State Street

 

USD

   

June 30, 2025

 

(51,433,161

)

 

 

(55,795,053

)

 

 

(55,903,321

)

 

 

(108,268

)

GBP

 

State Street

 

USD

   

April 30, 2025

 

(3,426,528

)

 

 

(4,263,902

)

 

 

(4,425,896

)

 

 

(161,994

)

GBP

 

State Street

 

USD

   

May 30, 2025

 

(3,635,747

)

 

 

(4,612,805

)

 

 

(4,696,195

)

 

 

(83,390

)

GBP

 

State Street

 

USD

   

June 30, 2025

 

(3,426,528

)

 

 

(4,418,221

)

 

 

(4,425,514

)

 

 

(7,293

)

NOK

 

State Street

 

USD

   

April 30, 2025

 

(195,722,484

)

 

 

(17,313,066

)

 

 

(18,603,885

)

 

 

(1,290,819

)

NOK

 

State Street

 

USD

   

May 30, 2025

 

(65,240,828

)

 

 

(5,868,354

)

 

 

(6,201,222

)

 

 

(332,868

)

NOK

 

State Street

 

USD

   

June 30, 2025

 

(65,240,828

)

 

 

(6,200,831

)

 

 

(6,199,477

)

 

 

1,354

 

       

 

         

 

 

 

(320,165,283

)

 

 

(328,221,079

)

 

 

(8,055,796

)

TOTAL FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

 

 

$

(195,164,028

)

 

$

(199,262,561

)

 

$

(4,098,533

)

CAD – Canadian Dollars

EUR – Euro

GBP – British Pound

NOK – Norwegian Krone

USD – U.S. Dollar

See accompanying Notes to Consolidated Financial Statements.

27

Cliffwater Enhanced Lending Fund

Consolidated Summary of Investments

As of March 31, 2025 (Unaudited)

Security Type/Sector

 

Percent of Total
Net Assets

Private Investment Vehicles

   

 

Investment Partnerships

 

53.1

%

Special Purpose Vehicle for Senior Secured Loans

 

4.8

%

Special Purpose Vehicle for Common and Preferred Equity

 

3.0

%

Special Purpose Vehicle for Real Estate Loans

 

2.2

%

Private Collateralized Loan Obligations

 

2.0

%

Special Purpose Vehicle for Preferred Equity

 

1.6

%

Special Purpose Vehicle for Asset Pools

 

1.5

%

Special Purpose Vehicle for Common Equity

 

1.3

%

Non-Listed Business Development Companies

 

1.2

%

Special Purpose Vehicle for Asset Based Finance

 

1.2

%

Private Collateralized Fund Obligations

 

1.1

%

Special Purpose Vehicle for Subordinated Debt

 

0.5

%

Private Equity

 

0.0

%

Total Private Investment Vehicles

 

73.5

%

Senior Secured Loans

   

 

Technology

 

5.5

%

Financials

 

3.6

%

Health Care

 

3.0

%

Industrials

 

2.6

%

Business Services

 

1.3

%

Consumer Discretionary

 

1.3

%

Utilities

 

0.6

%

Energy

 

0.4

%

Consumer Staples

 

0.3

%

Materials

 

0.2

%

Real Estate

 

0.1

%

Total Senior Secured Loans

 

18.9

%

Collateralized Loan Obligations

 

1.3

%

Preferred Stocks

   

 

Financials

 

0.6

%

Industrials

 

0.2

%

Technology

 

0.2

%

Health Care

 

0.1

%

Energy

 

0.0

%

Total Preferred Stocks

 

1.1

%

Common Stocks

   

 

Health Care

 

0.1

%

Financials

 

0.0

%

Total Common Stocks

 

0.1

%

Subordinated Debt

   

 

Materials

 

0.1

%

Real Estate

 

0.1

%

Financials

 

0.0

%

Total Subordinated Debt

 

0.2

%

Warrants

   

 

Health Care

 

0.0

%

Energy

 

0.0

%

Financials

 

0.0

%

Total Warrants

 

0.0

%

Short-Term Investments

 

5.0

%

Total Investments

 

100.1

%

Liabilites Less Other Assets

 

(0.1

)%

Total Net Assets

 

100.0

%

See accompanying Notes to Consolidated Financial Statements.

28

Cliffwater Enhanced Lending Fund

Consolidated Statement of Assets and Liabilities

As of March 31, 2025

Assets:

 

 

 

Investments, at value (cost $4,919,181,602)a

 

$

5,363,755,937

Unrealized appreciation on forward foreign currency exchange contracts

 

 

3,958,742

Cash

 

 

73,350,014

Receivables:

 

 

 

Investment securities sold

 

 

117,573,288

Fund shares sold

 

 

7,209,126

Dividends and interest

 

 

75,454,929

Prepaid expenses

 

 

478,832

Prepaid commitment fees on secured revolving credit facility

 

 

9,270,450

Total assets

 

 

5,651,051,318

   

 

 

Liabilities:

 

 

 

Unrealized depreciation on forward foreign currency exchange contracts

 

 

8,057,275

Payables:

 

 

 

Secured revolving credit facility (Note 2)

 

 

250,000,000

Investment securities purchased

 

 

25,425,861

Interest on secured revolving credit facility

 

 

3,806,931

Deferred tax liability

 

 

2,150,549

Current tax liability

 

 

199,350

Investment Management fees

 

 

1,094,347

Fund accounting and administration fees

 

 

490,465

Audit fees

 

 

410,000

Transfer Agency fees and expenses

 

 

378,781

Legal fees

 

 

133,977

Trustees’ fees and expenses

 

 

56,250

Custody fees

 

 

54,915

Chief Compliance Officer fees

 

 

6,197

Other accrued expenses

 

 

839,577

Total liabilities

 

 

293,104,475

   

 

 

Net Assets

 

$

5,357,946,843

   

 

 

Components of Net Assets:

 

 

 

Paid-in capital (par value of $0.001 per share with an unlimited number of shares
authorized)

 

$

4,990,727,627

Total distributable earnings

 

 

367,219,216

Net Assets

 

$

5,357,946,843

   

 

 

Class I Shares:

 

 

 

Net assets applicable to shares outstanding

 

$

5,357,946,843

Shares of beneficial interest issued and outstanding

 

 

477,664,544

Net asset value, offering, and redemption price per share

 

$

11.22

a     Includes unrealized appreciation (depreciation) on unfunded commitments of $1,198,532.

See accompanying Notes to Consolidated Financial Statements.

29

Cliffwater Enhanced Lending Fund

Consolidated Statement of Operations

For the Year Ended March 31, 2025

Investment Income:

 

 

 

 

Distributions from private investment vehicles

 

$

206,745,216

 

Interest (net of withholding taxes of $41,270)

 

 

110,135,773

 

PIK Interest

 

 

11,796,616

 

Dividends

 

 

11,696,551

 

Total investment income

 

 

340,374,156

 

   

 

 

 

Expenses:

 

 

 

 

Investment management fees

 

 

38,034,630

 

Interest on secured revolving credit facility

 

 

23,711,495

 

Equalization interest on private investment vehicles (Note 2)

 

 

9,867,922

 

Transfer agent fees and expenses

 

 

4,559,349

 

Fund accounting and administration fees

 

 

2,835,685

 

Commitment fees on secured revolving credit facility

 

 

1,501,459

 

Miscellaneous expenses

 

 

1,138,680

 

Registration fees

 

 

675,079

 

Legal fees

 

 

540,208

 

Audit fees

 

 

505,245

 

Shareholder reporting fees

 

 

344,182

 

Custody fees

 

 

309,600

 

Trustees’ fees and expenses

 

 

223,796

 

Chief Compliance Officer fees

 

 

86,994

 

Insurance fees

 

 

44,664

 

Net expenses

 

 

84,378,988

 

Net investment income

 

 

255,995,168

 

Current tax expense

 

 

(1,050,125

)

Net investment income (loss), net of taxes

 

 

254,945,043

 

   

 

 

 

Realized and Unrealized Gain (Loss):

 

 

 

 

Net realized gain (loss) on:

 

 

 

 

Investments

 

 

21,170,329

 

Forward foreign currency exchange contracts

 

 

(22,069

)

Foreign currency transactions

 

 

84,277

 

Net realized gain

 

 

21,232,537

 

Net change in unrealized appreciation/depreciation on:

 

 

 

 

Investments

 

 

245,403,319

 

Forward foreign currency exchange contracts

 

 

(4,190,915

)

Foreign currency translations

 

 

86,237

 

Deferred tax benefit

 

 

162,266

 

Net change in unrealized appreciation/depreciation, net of deferred taxes

 

 

241,460,907

 

Net realized and unrealized gain

 

 

262,693,444

 

   

 

 

 

Net Increase in Net Assets from Operations

 

$

517,638,487

 

See accompanying Notes to Consolidated Financial Statements.

30

Cliffwater Enhanced Lending Fund

Consolidated Statements of Changes in Net Assets

 

 

For the
Year Ended
March 31,
2025

 

For the
Year Ended
March 31,
2024

Net Increase in Net Assets from:

 

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

 

Net investment income

 

$

254,945,043

 

 

$

127,299,977

 

Net realized gain (loss) on investments, forward foreign currency exchange contracts and foreign currency transactions

 

 

21,232,537

 

 

 

(182,351

)

Net change in unrealized appreciation/depreciation on investments and forward foreign currency exchange contracts

 

 

241,460,907

 

 

 

134,071,479

 

Net increase in net assets resulting from operations

 

 

517,638,487

 

 

 

261,189,105

 

   

 

 

 

 

 

 

 

Distributions to shareholders:

 

 

 

 

 

 

 

 

From distributable earnings:

 

 

 

 

 

 

 

 

Class I

 

 

(309,552,515

)

 

 

(124,305,695

)

From return of capital:

 

 

 

 

 

 

 

 

Class I

 

 

(18,676,061

)

 

 

(169,584,167

)

Total

 

 

(328,228,576

)

 

 

(293,889,862

)

   

 

 

 

 

 

 

 

Capital Transactions:

 

 

 

 

 

 

 

 

Proceeds from shares sold:

 

 

 

 

 

 

 

 

Class I

 

 

2,584,267,648

 

 

 

1,643,314,629

 

Reinvestment of distributions:

 

 

 

 

 

 

 

 

Class I

 

 

381,745

 

 

 

58,204,198

 

Cost of shares repurchased:

 

 

 

 

 

 

 

 

Class I

 

 

(342,021,228

)

 

 

(220,921,697

)

Net increase in net assets from capital transactions

 

 

2,242,628,165

 

 

 

1,480,597,130

 

   

 

 

 

 

 

 

 

Net increase in net assets

 

 

2,432,038,076

 

 

 

1,447,896,373

 

   

 

 

 

 

 

 

 

Net Assets:

 

 

 

 

 

 

 

 

Beginning of year

 

 

2,925,908,767

 

 

 

1,478,012,394

 

End of year

 

$

5,357,946,843

 

 

$

2,925,908,767

 

   

 

 

 

 

 

 

 

Capital Share Transactions:

 

 

 

 

 

 

 

 

Shares sold:

 

 

 

 

 

 

 

 

Class I

 

 

235,270,654

 

 

 

152,070,003

 

Shares issued in reinvestment of distributions:

 

 

 

 

 

 

 

 

Class I

 

 

25,980

 

 

 

5,461,919

 

Shares redeemed:

 

 

 

 

 

 

 

 

Class I

 

 

(31,014,894

)

 

 

(20,327,628

)

Net increase in capital shares outstanding

 

 

204,281,740

 

 

 

137,204,294

 

See accompanying Notes to Consolidated Financial Statements.

31

Cliffwater Enhanced Lending Fund

Consolidated Statement of Cash Flows

For the Year Ended March 31, 2025

Cash flows provided by (used in) operating activities:

 

 

 

 

Net increase in net assets from operations

 

$

517,638,487

 

Adjustments to reconcile net increase in net assets from operations to net cash provided by (used in) operating activities:

 

 

 

 

Purchases of investments, net of unfunded commitments

 

 

(3,312,745,569

)

Sales of investments

 

 

1,153,343,187

 

Net accretion on investments

 

 

(2,246,736

)

Net realized gain on investments

 

 

(21,170,329

)

Net realized gain on paydowns

 

 

(935,196

)

Net change in unrealized (appreciation)/depreciation

 

 

(241,212,404

)

Return of capital distributions received

 

 

327,676,789

 

Original issue discount and amendment fees

 

 

517,754

 

PIK interest

 

 

(11,796,616

)

Change in deferred tax liability, net

 

 

(162,266

)

Change in current tax liability, net

 

 

199,350

 

Change in short-term investments, net

 

 

(91,153,013

)

(Increase)/Decrease in assets:

 

 

 

 

Investment securities sold

 

 

(112,426,758

)

Dividends and interest

 

 

(52,142,801

)

Prepaid expenses

 

 

(123,264

)

Prepaid commitment fees on secured revolving credit facility

 

 

(3,768,213

)

Increase/(Decrease) in liabilities:

 

 

 

 

Due to Counterparty

 

 

(26,393,006

)

Investment securities purchased

 

 

(22,100,616

)

Investment Management fees

 

 

561,665

 

Interest payable on secured revolving credit facility

 

 

3,019,409

 

Audit fees

 

 

239,760

 

Legal fees

 

 

51,438

 

Fund accounting and administration fees

 

 

94,873

 

Trustees’ fees and expenses

 

 

55,046

 

Custody fees

 

 

(55,108

)

Transfer Agency fees and expenses

 

 

173,672

 

Chief Compliance Officer fees

 

 

1,673

 

Other accrued expenses

 

 

249,154

 

Net cash used in operating activities

 

 

(1,894,609,638

)

See accompanying Notes to Consolidated Financial Statements.

32

Cliffwater Enhanced Lending Fund

Consolidated Statement of Cash Flows

For the Year Ended March 31, 2025 (Continued)

Cash flows provided by (used in) financing activities:

 

 

 

 

Proceeds from shares sold, net of receivable for Fund shares sold

 

 

2,630,466,025

 

Cost of shares repurchased

 

 

(342,021,228

)

Distributions paid to shareholders, net of reinvestments and dividends payable

 

 

(400,386,673

)

Proceeds from secured revolving credit facility

 

 

400,000,000

 

Payments on secured revolving credit facility

 

 

(350,000,000

)

Net cash provided by financing activities

 

 

1,938,058,124

 

Net Increase in cash

 

 

43,448,486

 

Cash

 

 

 

 

Cash, beginning of year

 

 

29,901,528

 

Cash, end of year

 

$

73,350,014

 

Non cash financing activities not included herein consist of $381,745 of reinvested dividends and $11,796,616 of PIK interest.

Cash paid for interest on credit facility during the period was $20,692,086.

See accompanying Notes to Consolidated Financial Statements.

33

Cliffwater Enhanced Lending Fund

Consolidated Financial Highlights

Class I

Per share operating performance.
For a capital share outstanding throughout the period.

 

For the
Year Ended
March 31,
2025

 

For the
Year Ended
March 31,
2024

 

For the
Year Ended
March 31,

2023

 

For the Period
July 1, 2021*
through
March 31,

2022

Net asset value, beginning of period

 

$

10.70

 

 

$

10.85

 

 

$

10.89

 

 

$

10.00

 

Income from Investment Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income1

 

 

0.70

 

 

 

0.63

 

 

 

0.58

 

 

 

0.33

 

Net realized and unrealized gain (loss) on investments2

 

 

0.74

 

 

 

0.67

 

 

 

0.38

 

 

 

0.88

 

Total income from investment operations

 

 

1.44

 

 

 

1.30

 

 

 

0.96

 

 

 

1.21

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less Distributions to shareholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

From net investment income

 

 

(0.87

)

 

 

(0.61

)

 

 

(0.73

)

 

 

(0.28

)

From return of capital

 

 

(0.05

)

 

 

(0.84

)

 

 

(0.27

)

 

 

(0.04

)

Total Distributions to shareholders

 

 

(0.92

)

 

 

(1.45

)

 

 

(1.00

)

 

 

(0.32

)

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value, end of period

 

$

11.22

 

 

$

10.70

 

 

$

10.85

 

 

$

10.89

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total return

 

 

13.98

%

 

 

12.74

%

 

 

9.36

%

 

 

12.30

%3,6

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios and Supplemental Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets, end of period (in thousands)

 

$

5,357,947

 

 

$

2,925,909

 

 

$

1,478,012

 

 

$

478,646

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratio of expenses to average net assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Before fees waived and deferred tax expense

 

 

1.27

%

 

 

1.30

%

 

 

1.28

%

 

 

1.54

%4

After fees waived

 

 

1.27

%

 

 

1.30

%

 

 

1.07

%

 

 

0.50

%4

Ratio of expenses to average net assets (including interest expense)5:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Before fees waived

 

 

2.11

%

 

 

2.20

%

 

 

1.93

%

 

 

1.68

%4

After fees waived

 

 

2.11

%

 

 

2.20

%

 

 

1.72

%

 

 

0.64

%4

Ratio of net investment income to average net assets (including interest expense)5:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Before fees waived

 

 

6.39

%

 

 

5.84

%

 

 

5.22

%

 

 

3.20

%4

After fees waived

 

 

6.39

%

 

 

5.84

%

 

 

5.43

%

 

 

4.24

%4

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Portfolio turnover rate

 

 

29

%

 

 

13

%

 

 

9

%

 

 

11

%3

*     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    Not annualized.

4    Annualized.

5    These ratios exclude the impact of expenses of the underlying investment companies holdings as represented in the Consolidated Schedule of Investments.

6    Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions.

See accompanying Notes to Consolidated Financial Statements.

34

Cliffwater Enhanced Lending Fund

Consolidated Financial Highlights

Class I (Continued)

Supplemental Expense Ratios:

 

For the
Year Ended
March 31,
2025

 

For the
Year Ended
March 31,
2024

 

For the
Year Ended
March 31,
2023

 

For the Period
July 1, 2021*
through
March 31,
2022

Ratio of expenses to average net assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred tax expense

 

 

0.00

%

 

 

0.04

%

 

 

0.15

%

 

 

%

With fees waived, after taxes

 

 

1.27

%

 

 

1.34

%

 

 

1.22

%

 

 

0.50

%

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Amount Outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured Revolving Credit Facility

 

$

250,000,000

 

 

$

200,000,000

 

 

$

15,000,000

 

 

$

14,546,760

 

Asset Coverage Per $1,000 of Borrowings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured Revolving Credit Facility

 

 

22,432

 

 

 

15,630

 

 

 

99,534

 

 

 

33,904

 

See accompanying Notes to Consolidated Financial Statements.

35

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025

1. Organization

The Cliffwater Enhanced Lending Fund (the “Fund”) is a closed-end, non-diversified management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and was organized as a Delaware statutory trust on January 22, 2021. The Fund is a “fund of funds” that operates and it was organized as an interval fund. Cliffwater LLC serves as the investment adviser (the “Investment Manager” or “Cliffwater”) 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 commenced operations on July 1, 2021. Simultaneous with the commencement of the Fund’s operations, the Cliffwater Enhanced Lending Fund L.P. (the “Predecessor Fund”), reorganized with and transferred substantially all its portfolio securities into the Fund. The tax-free reorganization was accomplished at the close of business on June 30, 2021. 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’s primary investment objective is to seek high current income and modest capital appreciation, 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 lending to businesses, broadly defined as providing capital or assets to businesses or individuals in exchange for regular payments, the level of which is commensurate with the probability of loss for each investment or strategy, or through the provision of capital to businesses or individuals by acquiring assets from those businesses or individuals that produce regular cash flows as an alternative to a traditional loan, such as receivables factoring or a sale leaseback of real estate or equipment. Investments by the Fund may take the form of secured or unsecured bonds and loans with a fixed or floating coupon, a structured capital instrument with preference to common equity holders and a stated contractual interest payment or rate of return, assets with fixed lease payments, or other income producing assets. Investments may be made directly or indirectly through a range of investment vehicles that the Investment Manager believes offer high current income across corporate, real asset and alternative credit opportunities. The Investment Manager will employ a dynamic process that allocates the Fund’s assets between Investment Funds and direct investments. Investment Funds may include secondary strategies that primarily acquire credit funds and to a lesser extent, fund interests or direct investments in equity or other security types.

The Fund is deemed to be an individual reporting segment. The objective and strategy of the Fund is used by the Investment Manager to make investment decisions, and the results of the operations, as shown on the Consolidated Statement of Operations and the Consolidated Financial Highlights for the Fund is the information utilized for the day-to-day management of the Fund. The Fund is party to the expense agreements as disclosed in the Notes to the Consolidated Financial Statements and there are no resources allocated to the Fund based on performance measurements. The Investment Manager is deemed to be the chief operating decision maker with respect to the Fund’s investment decisions.

Consolidation of Subsidiaries

Each subsidiary 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 each subsidiary. All inter-company accounts and transactions have been eliminated in the consolidation for the Fund. A list of the subsidiaries that hold assets is as follows as of March 31, 2025.

Subsidiary

 

Date of
Inception

 

Net Assets of
Subsidiary

 

Percentage of
Fund’s Total
Net Assets

CELF SPV LLC (“CLCE SPV”)

 

July 1, 2021

 

$

2,888,087,074

 

54.25

%

CELF SPV Holdings (PP) LLC (“CLCE HOLD”)

 

July 1, 2021

 

 

3,642,500

 

0.07

%

CELF SPV HOLDINGS 2 LLC (“CLCE HLD2”)

 

June 24, 2022

 

 

4,921,658

 

0.09

%

CELF HOLDINGS (D1) LLC (“CLCE HLD1”)

 

March 31, 2023

 

 

21,675,785

 

0.41

%

CELF HOLDINGS (D2) LLC (“CLCE LF2”)

 

June 30, 2023

 

 

24,473,231

 

0.46

%

CELF SPV HOLDINGS 1 LLC (“CLCE SPV1”)

 

February 9, 2024

 

 

138,438

 

0.00

%

CELF HOLDINGS (D3) LLC (“CLCE HLD3”)

 

April 12, 2024

 

 

465,053

 

0.01

%

CELF HOLDINGS (D4) LLC (“CLCE HLD4”)

 

May 31, 2024

 

 

8,183,161

 

0.15

%

MOHAWK RIVER FUNDING LLC (“CLCE MHWK”)

 

September 16, 2024

 

 

196,378,222

 

3.69

%

CELF HOLDINGS (D7) LLC (“CLCE LF7”)

 

October 9, 2024

 

 

30,652,021

 

0.58

%

CELF HOLDINGS (D6) LLC (“CLCE LF6”)

 

November 19, 2024

 

 

47,563,914

 

0.89

%

CELF HOLDINGS (D9) LLC (“CLCE LF9”)

 

February 14, 2025

 

 

165,794,089

 

3.11

%

CELF HOLDINGS (D13) LLC (“CLCE LF13”)

 

February 19, 2025

 

 

10,800,433

 

0.20

%

36

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (Continued)

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.

Investment Transactions and Related Investment Income

Investment transactions are accounted for on a trade-date basis. However, for daily net asset value (“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. Equalization interest on private investment vehicles are interest payments made to existing shareholders of closed-end vehicles when investing in a later close and are recorded to investment income when received and expense as incurred when paid.

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. Some or all of the interest payments of a loan or preferred equity may be structured in the form of PIK, which accrues to cost and principal on a current basis but is generally not paid in cash until maturity or some other determined payment date. Interest payments structured in the form of PIK are subject to the risk that a borrower could default when actual cash interest or principal payments are due. 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.

Organizational and Offering Costs

Organizational costs consist of the costs of forming the Fund, drafting of bylaws, administration, custody and transfer agency agreements, legal service in connection with the initial meeting of trustees of the Fund and the Fund’s seed audit costs. Offering costs consist of the costs of preparation, review and filing with the SEC the Fund’s registration statement, the costs of preparation, review and filing of any associated marketing or similar materials, the costs associated with the printing, mailing or other distribution of the Prospectus, SAI and/or marketing materials, and the amounts of associated filing fees and legal fees associated with the offering.

Federal Income Taxes

The Fund intends to continue to qualify as a regulated investment company (“RIC”) 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 March 31, 2025.

37

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (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 March 31, 2025, the Fund did not have interest or penalties associated with underpayment of income taxes.

CLCE SPV, CLCE LF2, CLCE HLD4, CLCE MHWK, CLCE LF7, CLCE LF6, CLCE LF9, and CLCE LF13 are disregarded entities for income tax purposes. CLCE HOLD, CLCE HLD2, CLCE HLD1, CLCE SPV1, and CLCE HLD3 are limited liability companies that have elected to be taxed as corporations and are therefore obligated to pay federal and state income tax on their 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, March 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.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and short-term investment which are readily convertible into cash and have an original maturity of three months or less. State Street Bank and Trust Company serves as the Fund’s custodian. Cash and cash equivalents are subject to credit risk to the extent those balances exceed applicable Securities Investor Protection Corporations or Federal Deposit Insurance Corporation limitations.

Cash and Investments, at value on the Consolidated Statement of Assets and Liabilities can include deposits in money market funds, which are classified as Level 1 assets. As of March 31, 2025, the Fund held cash of $73,350,014 and $268,434,361 in a short-term money market fund.

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 its 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.

38

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (Continued)

2. Significant Accounting Policies (continued)

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 forward foreign exchange contracts. 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 March 31, 2025, the Fund had 7 outstanding forward currency contracts purchased long and 12 outstanding forward currency contracts sold short, with total notional value of $238,021,010 and $(598,298,773), respectively.

Collateralized Loan Obligations and Collateralized Debt Obligations

The Fund may invest in Collateralized Loan Obligations (“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 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.

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 in 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 Consolidated Statement of Operations. As of March 31, 2025, the Fund received $745,252 in commitment fees. As of March 31, 2025, the Fund had the following unfunded loan commitments as noted in the Consolidated Schedule of Investments with a total principal amount, fair value and net unrealized gain (loss) of $252,362,888, $250,823,687, and $1,198,532, respectively.

39

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (Continued)

2. Significant Accounting Policies (continued)

Borrower

 

Type

 

Principal
Amount

Alcami Corporation

 

Revolver

 

$

470,646

Allen Media, LLC

 

Revolver

 

 

4,478,064

Alteryx, Inc.

 

Revolver

 

 

103,333

Arcadia Solutions, Inc.

 

Delayed Draw

 

 

3,378,116

Archer 2023 Finance, LLC, Class B

 

Private Collateralized Fund Obligations

 

 

11,768,189

Artivion, Inc.

 

Delayed Draw

 

 

3,448,276

Bausch Receivables Funding LP

 

Revolver

 

 

4,000,000

Bluefin Holding, LLC

 

Revolver

 

 

673,077

Bluesight, Inc.

 

Revolver

 

 

400,000

California Municipal Finance Authority

 

Delayed Draw

 

 

5,833,333

California Municipal Finance Authority

 

Delayed Draw

 

 

5,900,000

Carlyle Credit Opportunities Fund III Private Securitization Vehicle Borrower, L.P.

 

Private Collateralized Fund Obligations

 

 

4,233,399

Carlyle Credit Opportunities Fund III Private Securitization Vehicle Borrower, L.P.

 

Private Collateralized Fund Obligations

 

 

3,509,984

Cobham Holdings, Inc.

 

Revolver

 

 

468,750

Coupa Holdings, LLC

 

Delayed Draw

 

 

385,633

Coupa Holdings, LLC

 

Revolver

 

 

295,276

Crewline Buyer, Inc.

 

Revolver

 

 

870,417

Dawson Rated Fund 6-R2 Class C

 

Private Collateralized Fund Obligations

 

 

9,193,864

Disco Parent, LLC

 

Revolver

 

 

113,619

EdgeConneX N.A. Finance Holdings II, LLC

 

Delayed Draw

 

 

7,469,825

EdgeConneX N.A. Finance Holdings II, LLC

 

Delayed Draw

 

 

7,469,825

EdgeConneX N.A. Finance Holdings II, LLC

 

Delayed Draw

 

 

5,030,175

EdgeConneX N.A. Finance Holdings II, LLC

 

Delayed Draw

 

 

5,030,175

Einstein Parent, Inc.

 

Revolver

 

 

937,500

Evergreen Services Group II LLC

 

Delayed Draw

 

 

171,559

Evergreen Services Group II LLC

 

First Lien Term Loan

 

 

338,924

Exactcare Parent, Inc.

 

Revolver

 

 

442,623

Fenix Topco, LLC

 

Delayed Draw

 

 

1,062,537

Finastra USA, Inc.

 

Revolver

 

 

936,090

Fullsteam Operations LLC

 

Delayed Draw

 

 

491,312

Fullsteam Operations LLC

 

Delayed Draw

 

 

673,333

Fullsteam Operations LLC

 

Revolver

 

 

89,778

Helium Acquirer Corporation

 

Revolver

 

 

205,233

Kohlberg Kinetic Borrower, LP

 

Delayed Draw

 

 

4,509,091

LP-PWP Credit Card ABS, LLC

 

Revolver

 

 

2,054,902

Mercury Bidco LLC

 

Revolver

 

 

408,163

Mews Systems B.V.

 

Delayed Draw

 

 

565,664

MGT Merger Target, LLC

 

Revolver

 

 

310,345

MIS Acquisition, LLC

 

Revolver

 

 

533,334

Mission Lane Credit Card Master Trust

 

Revolver

 

 

23,521,303

Motive Capital Fund II

 

Delayed Draw

 

 

54,375,000

Opportunity Funding SPE V, LLC

 

Revolver

 

 

45,822,368

40

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (Continued)

2. Significant Accounting Policies (continued)

Borrower

 

Type

 

Principal
Amount

Oranje Holdco, Inc.

 

Revolver

 

$

592,667

Orthodontic Partners, LLC

 

Delayed Draw

 

 

753,279

Penn TRGRP Holdings

 

Revolver

 

 

769,167

Poinciana LLC

 

Delayed Draw

 

 

19,537

PracticeTek Purchaser LLC

 

Delayed Draw

 

 

1,846,246

Redwood Services Group, LLC

 

Delayed Draw

 

 

6,773,381

Silfab Inc.

 

Delayed Draw

 

 

8,000,000

SintecMedia NYC, Inc.

 

Revolver

 

 

152,542

SMR Holdings, LLC

 

Revolver

 

 

2,250,000

SureWerx Purchaser III, Inc.

 

Delayed Draw

 

 

343,750

SureWerx Purchaser III, Inc.

 

Revolver

 

 

64,047

TerSera Therapeutics, LLC

 

Revolver

 

 

227,926

The Arcticom Group, LLC

 

Delayed Draw

 

 

37,941

Trintech, Inc.

 

Revolver

 

 

425,537

United Digestive MSO Parent, LLC

 

Delayed Draw

 

 

549,907

United Digestive MSO Parent, LLC

 

Revolver

 

 

185,938

Vardiman Black Holdings, LLC

 

Delayed Draw

 

 

40,107

Webster Equity Partners

 

Delayed Draw

 

 

4,732,213

Zinnia Corporate Holdings, LLC

 

Delayed Draw

 

 

2,352,941

Total

     

$

252,090,160

Valuation of Investments

The Board of Trustees of the Fund (the “Board” or “Trustees”) has designated the Investment Manager as its valuation designee (“Valuation Designee”) pursuant to Rule 2a-5 under the Investment Company Act to perform fair value determinations for investments that do not have readily available market quotations. Under the valuation policy and procedures for the Fund (the “Valuation Procedures”) adopted by the Fund, the Board has delegated day-to-day responsibility for fair value determinations and pricing to the Valuation Designee subject to the oversight of the Board.

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 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.

41

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (Continued)

2. Significant Accounting Policies (continued)

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. Certain CLOs may be structured as private investment companies and/or funds in which case the net asset value may be used as a practical expedient to estimate the fair value of such interests.

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 second 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 Valuation Designee 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 Valuation Designee will use the net asset value provided by the Private Investment Funds as a practical expedient to estimate the fair value of such interests.

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 the particular repurchase offer.

Borrowing, Use of Leverage

On December 20, 2021, the Fund’s wholly owned subsidiary, CLCE SPV, entered into a secured revolving credit facility (the “Old Facility”), pursuant to a Loan and Servicing Agreement with Massachusetts Mutual Life Insurance Company as an initial lender and the administrative agent, C.M. Life Insurance Company as an initial lender and other lenders from time to time as parties thereto (the “Old Lenders”), the Fund, Alter Domus (US) LLC as the Collateral Custodian and other parties. The Old Facility was repaid and terminated on July 19, 2024, and replaced by the New Facility referenced below. On July 19, 2024, the Fund and certain of its wholly-owned subsidiaries (“Guarantors”) entered into a senior secured credit facility (the “New Facility”) with Barings Finance LLC as joint lead arranger, PNC Bank, National Association (“PNC”) as administrative agent and joint lead arranger and with certain lenders from time to time as parties thereto (the “Lenders”). Under the New Facility, the Fund has received a single 5-year term loan in the amount of $150,000,000 (“Term Loan”) and may borrow up to an additional $1,250,000,000 on a revolving basis (the “Revolving Loan”). As of March 31, 2025, The Term Loan and Revolving Loan balance were $150,000,000 and $100,000,000, respectively. The New Facility may be increased from time to time in an aggregate of up to $2,000,000,000 on an uncommitted basis. The Revolving Loan and the Term Loan mature on July 19, 2029.

In connection with the New Facility, the Fund and Guarantors have made certain customary representations and warranties and are required to comply with various customary covenants, reporting requirements and other requirements. The New 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 the Guarantors or the Fund; (iii) 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

42

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (Continued)

2. Significant Accounting Policies (continued)

immediately due and payable. For the year ended March 31, 2025, the average balance outstanding, maximum amount borrowed, and weighted average interest rate under the Term Loan were $150,000,000, $150,000,000, and 8.02%, respectively. The interest rate at period end on the Term Loan was 7.54%. For the year ended March 31, 2025, the average balance outstanding, maximum amount borrowed, and weighted average interest rate under the Revolving Loan for the Old Facility and the New Facility were $114,794,520, $300,000,000, and 8.47% respectively. The interest rate at period end on the Revolving Loan was 7.55%. The interest expense during the year ended March 31, 2025 was $23,711,495. Commitment fees incurred are prepaid and amortized over the term of the loan. For the year ended March 31, 2025, commitment fees were $1,501,459.

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.

New Accounting Pronouncement

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”),” which enhances disclosure requirements about significant segment expenses that are regularly provided to the chief operating decision maker (the “CODM”). ASU 2023-07, among other things, (i) requires a single segment public entity to provide all of the disclosures as required by Topic 280, (ii) requires a public entity to disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources and (iii) provides the ability for a public entity to elect more than one performance measure. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Management has evaluated the impact of applying ASU 2023-07, and the Fund has adopted the ASU during the reporting period. The adoption of the ASU does not have a material impact on the financial statements. Required disclosure is included in Note 1.

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.

There were no secured borrowings outstanding as of March 31, 2025.

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.

43

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (Continued)

3. Principal Risks (continued)

Investment Funds

The Fund will incur higher and duplicative expenses, including advisory fees, when it invests in shares of mutual funds (including money market funds), BDCs, closed-end funds, exchange-traded funds (“ETFs”) and other pooled investment vehicles (“Investment Funds”). The Fund’s ability to achieve its investment objective depends largely on the performance of the Investment Funds selected. Each Investment Fund has its own investment risks, and those risks can affect the value of the Investment Funds’ securities and therefore the value of the Fund’s investments. There can be no assurance that the investment objective of any Investment Fund will be achieved. An Investment Fund may change its investment objective or policies without the Fund’s approval, which could force the Fund to withdraw its investment from such Investment Fund at a time that is unfavorable to the Fund. In addition, one Investment Fund may buy the same securities that another Investment Fund sells. Therefore, the Fund would indirectly bear the costs of these trades without accomplishing any investment purpose. There is also the risk that the ETFs in which the Fund invests that attempt to track an index may not be able to replicate exactly the performance of the indices they track, due to transactions costs and other expenses of the ETFs. The existence of extreme market volatility or potential lack of an active trading market for an ETF’s shares could result in such shares trading at a significant premium or discount to their NAV. The shares of listed closed-end funds may also frequently trade at a discount to their net asset value. There can be no assurance that the market discount on shares of any closed-end fund purchased by the Fund will ever decrease, and it is possible that the discount may increase. The Fund may also be unable to liquidate its investment in Private Investment Funds when desired.

The Fund may invest in the securities of other investment companies to the extent that such investments are consistent with the Fund’s investment objectives and permissible under the Investment Company Act. Under one provision of the Investment Company Act, the Fund may not acquire the securities of other investment companies if, as a result, (i) more than 10% of the Fund’s total assets would be invested in securities of other investment companies, (ii) such purchase would result in more than 3% of the total outstanding voting securities of any one investment company being held by the Fund or (iii) more than 5% of the Fund’s total assets would be invested in any one investment company. In some instances, the Fund may invest in an investment company in excess of these limits. For example, the Fund may invest in other registered investment companies, such as mutual funds, closed-end funds and ETFs, and in BDCs in excess of the statutory limits imposed by the Investment Company Act in reliance on Rule 12d1-4 under the Investment Company Act. These investments would be subject to the applicable conditions of Rule 12d1-4, which in part would affect or otherwise impose certain limits on the investments and operations of the underlying fund. Accordingly, if the Fund serves as an “underlying fund” to another investment company, the Fund’s ability to invest in other investment companies, private funds and other investment vehicles may be limited and, under these circumstances, the Fund’s investments in other investment companies, private funds and other investment vehicles will be consistent with applicable law and/or exemptive relief obtained from the SEC. The Fund has followed the requirements of Rule 12d1-4 with respect to its fund of funds arrangements.

Private Investment Funds

The Fund may invest in Private Investment Funds that are not registered as investment companies. As a result, the Fund as an investor in these funds would not have the benefit of certain protections afforded to investors in registered investment companies. The Fund may not have the same amount of information about the identity, value, or performance of the Private Investment Funds’ investments as such Private Investment Funds’ managers. Investments in Private Investment Funds generally will be illiquid and generally may not be transferred without the consent of the fund. The Fund may be unable to liquidate its investment in a Private Investment Fund when desired (and may incur losses as a result), or may be required to sell such investment regardless of whether it desires to do so. Upon its withdrawal of all or a portion of its interest in a Private Investment Fund, the Fund may receive securities that are illiquid or difficult to value. The Fund may not be able to withdraw from a Private Investment Fund except at certain designated times, thereby limiting the ability of the Fund to withdraw assets from the Private Investment Fund due to poor performance or other reasons. The fees paid by Private Investment Funds to their advisers and general partners or managing members often are higher than those paid by registered funds and generally include a percentage of gains. The Fund will bear its proportionate share of the management fees and other expenses that are charged by a Private Investment Fund in addition to the management fees and other expenses paid by the Fund.

44

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (Continued)

3. Principal Risks (continued)

Derivative Instruments

The Fund may use options, swaps, futures contracts, forward agreements, reverse repurchase agreements and other similar transactions. The Fund’s derivative investments have risks, including the imperfect correlation between the value of such instruments and the underlying asset, rate or index, which creates the possibility that the loss on such instruments may be greater than the gain in the value of the underlying asset, rate or index; the loss of principal; the possible default of the other party to the transaction; and illiquidity of the derivative investments. If a counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract due to financial difficulties, the Fund may experience significant delays in obtaining any recovery under the derivative contract in a bankruptcy or other reorganization proceeding, or may not recover at all. In addition, in the event of the insolvency of a counterparty to a derivative transaction, the derivative contract would typically be terminated at its fair market value. If the Fund is owed this fair market value in the termination of the derivative contract and its claim is unsecured, the Fund will be treated as a general creditor of such counterparty and will not have any claim with respect to the underlying security. Certain of the derivative investments in which the Fund may invest may, in certain circumstances, give rise to a form of financial leverage, which may magnify the risk of owning such instruments. The ability to successfully use derivative investments depends on the ability of the Investment Manager to predict pertinent market movements, which cannot be assured. In addition, amounts paid by the Fund as premiums and cash or other assets held in margin accounts with respect to the Fund’s derivative investments would not be available to the Fund for other investment purposes, which may result in lost opportunities for gain.

Economic Downturn or Recession and other Market Disruptions

Many of the Fund’s investments may be issued by companies susceptible to economic slowdowns or recessions. Therefore, the Fund’s non-performing assets are likely to increase, and the value of its portfolio is likely to decrease, during these periods. A prolonged recession may result in losses of value in the Fund’s portfolio and a decrease in the Fund’s revenues, net income and NAV. Unfavorable economic conditions also could increase the Fund’s funding costs, limit the Fund’s access to the capital markets or result in a decision by lenders not to extend credit to it on terms it deems acceptable. These events could prevent the Fund from increasing investments and harm the Fund’s operating results.

The Fund may also be adversely affected by uncertainties and events around the world, such as public health emergencies, terrorism, political developments, and changes in government policies, taxation, threatened or actual imposition of tariffs, restrictions on foreign investment and currency repatriation, currency fluctuations and other developments in the laws and regulations of the countries in which it is invested.

International war or conflicts (including Russia’s invasion of Ukraine and the Israel-Hamas war) and geopolitical events in foreign countries, along with instability in regions such as Asia, Eastern Europe and the Middle East, possible terrorist attacks in the United States or around the world, and other similar events could adversely affect the U.S. and foreign financial markets. As a result, whether or not the Fund invests in securities located in or with significant exposure to the countries directly affected, the value and liquidity of the Fund’s investments may be negatively impacted. Further, due to closures of certain markets and restrictions on trading certain securities, the value of certain securities held by the Fund could be significantly impacted.

Recently, the United States has enacted or proposed to enact significant new tariffs, and various federal agencies have been directed to further evaluate key aspects of U.S. trade policy, which could potentially lead to significant changes to current policies, treaties, and tariffs. Significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs continues to exist. These developments, or the perception that any of them could occur, may have a material adverse effect on global trade, in particular, trade between the impacted nations and the U.S.; global financial markets’ stability; and global economic conditions.

45

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (Continued)

3. Principal Risks (continued)

LIBOR Transition Risk

The United Kingdom’s Financial Conduct Authority, which regulates London Interbank Offered Rate (“LIBOR”), announced plans to phase out the use of LIBOR at the end of 2021. As a result of benchmark reforms, publication of all LIBOR settings ceased as of June 30, 2023 and all synthetic U.S. dollar LIBOR settings were discontinued at the end of September 2024. Neither the effect of the LIBOR transition process nor its ultimate success can yet be known. Although the transition away from LIBOR has become increasingly well-defined, any potential effects of the transition away from LIBOR and other benchmark rates on financial markets, a fund or the financial instruments in which a fund invests can be difficult to ascertain. Not all existing LIBOR-based instruments may have alternative rate-setting provisions and there remains uncertainty regarding the willingness and ability of issuers to add alternative rate-setting provisions in certain existing instruments. Global regulators have advised market participants to cease entering into new contracts using LIBOR as a reference rate, and it is possible that investments in LIBOR-based instruments could invite regulatory scrutiny. In addition, a liquid market for newly-issued instruments that use a reference rate other than LIBOR still may be developing. All of the aforementioned may adversely affect the Fund or a Portfolio Fund’s performance or NAV.

SOFR RISK

SOFR is a broad measure of the cost of borrowing funds overnight in transactions that are collateralized by U.S. Treasury securities. SOFR is calculated based on transaction-level repo data collected from various sources. For each trading day, SOFR is calculated as a volume-weighted median rate derived from such data. SOFR is calculated and published by the NYFR. If data from a given source required by the NYFR to calculate SOFR is unavailable for any day, then the most recently available data for that segment will be used, with certain adjustments. If errors are discovered in the transaction data or the calculations underlying SOFR after its initial publication on a given day, SOFR may be republished at a later time that day. Rate revisions will be effected only on the day of initial publication and will be republished only if the change in the rate exceeds one basis point.

Because SOFR is a financing rate based on overnight secured funding transactions, it differs fundamentally from LIBOR. LIBOR was intended to be an unsecured rate that represents interbank funding costs for different short-term maturities or tenors. It was a forward-looking rate reflecting expectations regarding interest rates for the applicable tenor. Thus, LIBOR was intended to be sensitive, in certain respects, to bank credit risk and to term interest rate risk. In contrast, SOFR is a secured overnight rate reflecting the credit of U.S. Treasury securities as collateral. Thus, it is largely insensitive to credit-risk considerations and to short-term interest rate risks. SOFR is a transaction-based rate, and it has been more volatile than other benchmark or market rates, such as three-month LIBOR, during certain periods. For these reasons, among others, there is no assurance that SOFR, or rates derived from SOFR, will perform in the same or similar way as LIBOR would have performed at any time, and there is no assurance that SOFR-based rates will be a suitable substitute for LIBOR. SOFR has a limited history, having been first published in April 2018. The future performance of SOFR, and SOFR-based reference rates, cannot be predicted based on SOFR’s history or otherwise. Levels of SOFR in the future, including following the discontinuation of LIBOR, may bear little or no relation to historical levels of SOFR, LIBOR or other rates.

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.

46

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (Continued)

4. Investment Management 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 0.95% on an annualized basis of the Fund’s average net assets.

Foreside Fund Services, LLC serves as the Fund’s distributor and UMB Fund Services, Inc. (“UMBFS”) serves as the Fund’s fund accountant, transfer agent and administrator. For the year ended March 31, 2025, 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. An officer and Trustee of the Fund is an employee of the Investment Manager. The Fund does not compensate Trustees or officers affiliated with the Investment Manager for their service to the Fund. For the year ended March 31, 2025, the Fund’s allocated fees incurred for Trustees 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 March 31, 2025, are reported on the Consolidated Statement of Operations.

5. Fair Value of Investments

Fair value — Definition

All investments in securities are recorded at fair value. 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 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.

47

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (Continued)

5. Fair Value of Investments (continued)

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 March 31, 2025:

Assets

 

Level 1

 

Level 2

 

Level 3

 

Net Asset
Value

 

Total

Investments, at fair value

 

 

   

 

   

 

   

 

   

 

 

Senior Secured Loans

 

$

 

$

2,990,640

 

$

1,007,170,536

 

$

 

$

1,010,161,176

Private Investment Vehicles

 

 

 

 

 

 

286,453,384

 

 

3,654,120,705

 

 

3,940,574,089

Collateralized Loan Obligations

 

 

 

 

12,165,857

 

 

58,368,832

 

 

   

 

70,534,689

Preferred Stocks

 

 

 

 

 

 

57,515,128

 

 

 

 

57,515,128

Common Stocks

 

 

1,209,224

 

 

 

 

6,095,834

 

 

 

 

7,305,058

Subordinated Debt

 

 

 

 

 

 

9,001,761

 

 

 

 

9,001,761

Warrants

 

 

 

 

 

 

229,675

 

 

 

 

229,675

Short-Term Investments

 

 

268,434,361

 

 

 

 

 

 

 

 

268,434,361

Total Investments, at fair value

 

$

269,643,585

 

$

15,156,497

 

$

1,424,835,150

 

$

3,654,120,705

 

$

5,363,755,937

Other Financial Instruments1

 

 

   

 

   

 

   

 

   

 

 

Forward Contracts

 

$

 

$

3,958,742

 

$

 

$

 

$

3,958,742

Total Assets

 

$

269,643,585

 

$

19,115,239

 

$

1,424,835,150

 

$

3,654,120,705

 

$

5,367,714,679

Liabilities

Other Financial Instruments1

 

 

   

 

   

 

   

 

   

 

 

Forward Contracts

 

$

 

$

8,057,275

 

$

 

$

 

$

8,057,275

Total Liabilities

 

$

 

$

8,057,275

 

$

 

$

 

$

8,057,275

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 March 31, 2025:

 

Senior
Secured 
Loans

 

Private
Investment
Vehicles

 

Collateralized
Loan
Obligations

 

Preferred
Stocks

 

Common
Stocks

Balance as of April 1, 2024

$

564,789,234

$

3,011,673

$

57,836,033

$

33,159,711

$

7,682,229

Purchases

 

1,413,631,314

 

311,107,277

 

 

31,022,495

 

Sales/Paydowns

 

(827,672,470)

 

(61,819,350)

 

(6,000,000)

 

(6,494,286)

 

(3,181,534)

Realized gains (losses)

 

5,507,555

 

937

 

 

81,585

 

761

Original issue discount and amendment fees

 

(517,754)

 

 

 

 

Accretion

 

2,173,245

 

19,525

 

41,832

 

 

Change in Unrealized appreciation (depreciation)

 

4,426,969

 

9,424,908

 

(1,036,299)

 

(254,377)

 

1,594,378

Transfers In1

 

 

24,708,414

 

7,527,266

 

 

Transfers Out2

 

(155,167,557)

 

 

 

 

Balance as of March 31, 2025

$

1,007,170,536

$

286,453,384

$

58,368,832

$

57,515,128

$

6,095,834

Net change in unrealized appreciation/ (depreciation) attributable to Level 3 investments held at March 31, 2025

 

2,887,595

 

9,424,908

 

(885,736)

 

408,141

 

2,103,018

48

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (Continued)

5. Fair Value of Investments (continued)

 

Subordinated
Debt

 

Warrants

 

Total

Balance as of April 1, 2024

$

3,871,185

$

1,969,883

$

672,319,948

Purchases

 

5,142,340

 

 

1,760,903,426

Sales/Paydowns

 

(18,044)

 

 

(905,185,684)

Realized gains (losses)

 

 

(172,839)

 

5,417,999

Original issue discount and amendment fees

 

 

 

(517,754)

Accretion

 

223

 

 

2,234,825

Change in Unrealized appreciation (depreciation)

 

6,057

 

(1,567,369)

 

12,594,267

Transfers In1

 

 

 

32,235,680

Transfers Out2

 

 

 

(155,167,557)

Balance as of March 31, 2025

$

9,001,761

$

229,675

$

1,424,835,150

Net change in unrealized appreciation/(depreciation) attributable to Level 3 investments held at March 31, 2025

$

6,057

$

(12,916)

$

13,931,067

1       Transferred from Level 2 to Level 3 because observable market data became unavailable for the investments. $5,188,164 represents unfunded loan commitments.

2       Transferred from Level 3 to Level 2 because observable market data became available for the investments. $152,176,917 represents unfunded loan commitments.

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 March 31, 2025.

The weighted average is calculated by weighting relative fair value.

Investments

Fair Value

Valuation
Technique

Unobservable
Inputs

Range of
Inputs

Weighted
Average

Impact on
Valuation from
an increase
in input

Collateralized Loan
Obligations

$     58,368,832

Income approach

Interest Rate/
Discount Margin

3.60%  25.00%

6.35%

Decrease

     

Default Rate

3% CDR

3% CDR

Decrease

     

Recovery Rate

65%

65%

Increase

     

Term

Maturity, or Reinvestment
+ 24 months

N/A

Decrease

     

Prepayment
Assumptions

20% CPR

20% CPR

Increase

     

Reinvestment
Assumptions

$99.00

$99.00

Decrease

Total Collateralized Loan Obligations, at fair value

58,368,832

         

Common Stocks

6,095,834

Market approach

LTM EBITDA
Multiple

10.0x

10.0x

Increase

Total Common Stocks, at fair value

6,095,834

         

Preferred Stocks

14,700,022

Market approach

Recent
Transaction Price

$1,848

$1,848

Increase

 

36,702,713

Market/Income approach

LTM Revenue
Multiple

1.6x  6.8x

4.8x

Increase

     

LTM EBITDA
Multiple

9.0x – 22.0x

14.3x

Increase

     

Discount Rate

12.39% 12.84%

12.45%

Decrease

 

6,112,843

Income approach

Exercise Price

$1,893.60 – $2,233.20

$2,119.99

Decrease

     

Expected
Volatility

25%

25%

Increase

Total Preferred Stocks, at fair value

57,515,128

         

49

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (Continued)

5. Fair Value of Investments (continued)

Investments

Fair Value

Valuation
Technique

Unobservable
Inputs

Range of
Inputs

Weighted
Average

Impact on
Valuation from
an increase
in input

Private Investment Vehicles

$   127,789,123

Market approach

Recent
Transaction Price

$0 – $29,545,458

$8,703,723

Increase

 

57,001,144

Market approach

Enterprise value
($ Millions)

$20 – $201

$147

Increase

 

101,663,117

Income approach

Discount Rate

7.59% – 18.60%

12.19%

Decrease

Total Private Investment Vehicles, at fair value

286,453,384

         

Senior Secured Loans

340,369,455

Income approach

Discount Rate

5.16% – 15.72%

11.31%

Decrease

     

LTM Revenue
($ Millions)

$49 – $8,052

$783

Increase

     

Debt/EBITDA

0.2x – 13.5x

4.5x

Decrease

     

Interest Coverage

0.0x – 14.1x

2.0x

Increase

 

9,381,685

Market approach

Enterprise value
($ Millions)

$596

$596

Increase

 

657,419,396

Market approach

Recent
Transaction Price

$97.50 – $101.00

$98.93

Increase

Total Senior Secured Loans, at fair value

1,007,170,536

         

Subordinated Debt

7,001,761

Income approach

Discount Rate

2.77% – 13.87%

10.60%

Decrease

     

LTM Revenue
($ Millions)

$266

$266

Increase

     

Debt/EBITDA

8.1x

8.1x

Decrease

     

Interest Coverage

1.3x

1.3x

Increase

 

2,000,000

Market approach

LTM EBITDA
Multiple

14.0x

14.0x

Increase

Total Subordinated Debt, at fair value

9,001,761

         

Warrants

Market approach

LTM EBITDA Multiple

17.0x

17.0x

Increase

 

Market approach

Recent
Transaction
Price

$0

$0

Increase

 

229,675

Income approach

Exercise Price

$0.01 – $2.28

$2.08

Decrease

     

Expected Volatility

40% – 74%

66%

Increase

Total Warrants, at fair value

229,675

         

Total investments, at fair value

1,424,835,150

         

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 $10,000,000. The minimum additional investment in the Fund by any shareholder is $5,000. However, the Fund, in its sole discretion, may accept investments below these minimums. 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 are not subject to any initial sales charge. Shares will generally be offered for purchase on each business day, except that Shares may be offered more or less frequently as determined by the Fund in its sole discretion. The Board may also suspend or terminate offerings of Shares at any time.

50

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (Continued)

6. Capital Stock (continued)

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 may 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 March 31, 2025 are as follows:

Commencement Date

 

 

April 29, 2024

 

 

 

July 29, 2024

 

 

 

October 24, 2024

 

 

 

February 3, 2025

 

Repurchase Request Deadline

 

 

May 29, 2024

 

 

 

August 28, 2024

 

 

 

November 25, 2024

 

 

 

March 5, 2025

 

Repurchase Pricing date

 

 

May 29, 2024

 

 

 

August 28, 2024

 

 

 

November 25, 2024

 

 

 

March 5,2025

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Asset Value as of Repurchase Pricing Date

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class I

 

$

11.02

 

 

$

11.08

 

 

$

11.02

 

 

$

11.00

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount Repurchased

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class I

 

$

55,522,028

 

 

$

85,602,063

 

 

$

76,349,929

 

 

$

124,547,208

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Percentage of Outstanding Shares Repurchased

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class I

 

 

1.69

%

 

 

2.25

%

 

 

1.75

%

 

 

2.42

%

7. Federal Income Taxes

At March 31, 2025, gross unrealized appreciation and depreciation on investments, based on cost for federal income tax purposes were as follows:

Cost of investments

 

$

4,994,415,942

 

Gross unrealized appreciation

 

$

451,261,674

 

Gross unrealized depreciation

 

 

(84,072,228

)

Net unrealized appreciation on investments

 

$

367,189,446

 

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 ended March 31, 2025, permanent differences are due to the reversal of consolidation of subsidiaries and partnership adjustments.

 

Increases/(Decrease)

   

Capital

 

Total
Distributable
Earnings (Loss)

 

$

26,138,652

 

$

(26,138,652

)

 

51

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (Continued)

7. Federal Income Taxes (continued)

As of March 31, 2025, 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

 

 

367,189,446

 

Foreign Currency

 

 

80,920

 

Organizational costs

 

 

(51,150

)

Total distributable earnings

 

$

367,219,216

 

The tax character of distributions paid during the fiscal years ended March 31, 2025 and March 31, 2024 were as follows:

 

2025

 

2024

Distribution paid from:

 

 

   

 

 

Ordinary income

 

$

265,003,744

 

$

124,226,966

Return of Capital

 

 

18,676,061

 

 

169,584,167

Net long-term capital gains

 

 

44,548,771

 

 

78,729

Total distributions paid

 

$

328,228,576

 

$

293,889,862

At March 31, 2025, the Fund had no accumulated capital loss carry forward.

The Fund is allowed to defer certain capital or ordinary losses that occur after October 31 and December 31, respectively. Losses are recognized the first day of the next tax year. For the tax year ended March 31, 2025, the Fund did not defer any such losses.

Domestic Blocker Income Tax

The current taxes reflect the estimated tax liability of the Fund as of March 31, 2025, based on taxable income of the Subsidiaries that are taxable as corporations. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities of the Subsidiaries for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is recognized if, based on the weight of the available evidence, it is more likely than not that all of the deferred income tax asset will not be realized.

Currently the federal income tax rate for a corporation is 21% and the Fund is using a blended state tax rate net of Federal benefit is 3.95%. As of March 31, 2025, the Fund recorded a net deferred tax liability for the investments of the Subsidiary. Should a net deferred tax asset exist in the future, the Fund will assess whether a valuation allowance should be booked to reserve against that asset.

The Fund’s current and deferred tax (expense)/benefit as of March 31, 2025 consist of the following:

Current Tax (Expense) Benefit:

 

 

 

 

Federal

 

$

(839,679

)

State

 

 

(210,446

)

Total Current Tax (Expense) Benefit

 

$

(1,050,125

)

Deferred Tax (Expense) Benefit:

 

 

 

 

Federal

 

$

129,748

 

State

 

 

32,518

 

Total Deferred Tax (Expense) Benefit

 

 

162,266

 

Total Income Tax (Expense) Benefit

 

$

(887,859

)

52

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (Continued)

7. Federal Income Taxes (continued)

Components of the Fund’s deferred tax assets and liabilities are as follows:

Deferred tax liability:

 

 

 

 

Net unrealized gain on investment securities

 

$

(2,150,549

)

Net Deferred Tax Asset/(Liability)

 

$

(2,150,549

)

Total income tax (expense)/benefit (current and deferred) differs from the amount computed by applying the federal and state statutory income tax rates to net investment income and realized and unrealized gain/(losses) on investment before taxes as follows:

Federal Income tax expense at statutory rate

 

$

(747,296

)

State Income taxes (net of federal benefit)

 

 

(140,563

)

Net income tax expense

 

$

(887,859

)

As it pertains to the Subsidiaries, the utilization of net operating losses in future years is limited to the lesser of all available net operating losses or 80% of taxable income before net operating loss utilization. For the tax year ended March 31, 2025, the Subsidiaries did not utilize or defer any net operating losses.

As it pertains to the Subsidiaries, capital losses incurred during the year can be carried back three years or forward five years. The Subsidiaries did not utilize or defer any capital losses during the tax year ended March 31, 2025.

8. Investment Transactions

For the year ended March 31, 2025, purchases net of unfunded commitments and sales of investments, excluding short-term investments, were $3,312,745,569 and $1,153,343,187, 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 March 31, 2025 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 Statement of Assets and Liabilities and Consolidated Statement of Operations are presented in the tables below. The fair values of derivative instruments, as of March 31, 2025, by risk category are as follows:

Consolidated Statement of Asset and Liabilities Location

 

Derivatives not
designated as
hedging instruments

 

Value

Unrealized appreciation on forward foreign currency exchange contracts

 

Forward Contracts

 

$

3,958,742

 

Unrealized depreciation on forward foreign currency exchange contracts

 

Forward Contracts

 

 

(8,057,275

)

Total

     

$

(4,098,533

)

53

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (Continued)

10. Derivatives and Hedging Disclosures (continued)

Amount of Net Realized Gain or (Loss) on Derivatives Recognized in Income

Derivatives not designated as hedging instruments

 

Forward
Contracts

 

Total

Forward Foreign Currency Exchange Contracts

 

$

(22,069

)

 

$

(22,069

)

Net Change in Unrealized Appreciation/Depreciation on Derivatives Recognized in Income

Derivatives not designated as hedging instruments

 

Forward
Contracts

 

Total

Forward Foreign Currency Exchange Contracts

 

$

(4,190,915

)

 

$

(4,190,915

)

The quarterly average volumes of derivative instruments as of March 31, 2025 are as follows:

Derivatives not designated as hedging instruments

 

 

 

Notional
Value

Forward Foreign Currency Exchange Contracts

 

Long Forward Contracts

 

$

48,455,933

 

   

Short Forward Contracts

 

 

(207,081,716

)

11. 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 March 31, 2025:

Security
Description

 

Investment
Category

 

Cost

 

Fair Value

 

Unfunded
Commitments

 

Redemption
Frequency

 

Redemption
Lock-up
Period

 

Fund Term

17Capital Co-Invest (B) SCSp

 

Asset-based lending co-investment

 

$

5,465,905

 

$

5,183,663

 

$

62,500

 

None

 

N/A

 

Liquidation to commence on the earlier of 5/7/2031 but no later than 180 days following full realization

AG Asset Based Credit Fund L.P.

 

Asset-based lending

 

 

99,000,000

 

 

111,763,877

 

 

11,000,000

 

None

 

N/A

 

Until the fourth anniversary of the expiration or termination of the commitment period with up to two one-year extensions

AG Essential Housing Fund II Holdings (DE), L.P.

 

Real estate credit

 

 

4,123,512

 

 

6,223,542

 

 

19,875,000

 

None

 

N/A

 

Three years from the end of the commitment period with two one-year extensions

Ares Commercial Finance, LP

 

Asset-based lending

 

 

53,841,899

 

 

62,065,884

 

 

50,116,569

 

None

 

N/A

 

June 30, 2025

Ares Insurance Partners, LP

 

Opportunistic

 

 

12,312,914

 

 

14,989,848

 

 

7,687,086

 

None

 

N/A

 

Partnership shall continue until the end of the fiscal quarter during which the tenth anniversary of the final closing deadline occurs. The term may be extended by the GP in its sole discretion for up to two additional one-year periods.

54

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (Continued)

11. Private Investment Vehicles (continued)

Security
Description

 

Investment
Category

 

Cost

 

Fair Value

 

Unfunded
Commitments

 

Redemption
Frequency

 

Redemption
Lock-up
Period

 

Fund Term

Ares Pathfinder Fund II (Offshore), LP

 

Asset-based lending

 

$

4,297,335

 

$

4,704,801

 

$

10,702,665

 

None

 

N/A

 

Until the eighth anniversary of the initial capital contribution with two one-year extensions

Ares Priority Loan Co-Invest LP

 

Priority revolvers to middle market companies

 

 

29,868,321

 

 

31,919,108

 

 

14,832,879

 

None

 

N/A

 

Until the end of the fiscal quarter during which occurs the fifth anniversary of the end of the investment period which may be extended for one year.

Ares Private Credit Solutions (Cayman), L.P.

 

Structured capital/mezzanine

 

 

9,881,511

 

 

14,366,255

 

 

23,743,786

 

None

 

N/A

 

Until the end of the fiscal quarter during which occurs the seventh anniversary of the closing of the initial portfolio investment of the partnership with up to two one-year extensions

Ares Special Opportunities Fund II (Offshore), LP

 

Direct lending and structured capital/mezzanine

 

 

22,756,652

 

 

27,693,099

 

 

7,211,070

 

None

 

N/A

 

Until the end of the fiscal quarter during which the tenth anniversary of the final closing deadline as defined by the limited partnership agreement with two one-year extensions

Ares Special Opportunities Fund (Offshore), LP

 

Direct lending and structured capital/mezzanine

 

 

4,793,018

 

 

6,785,290

 

 

1,523,200

 

None

 

N/A

 

Until the end of the fiscal quarter during which the tenth anniversary of the final closing deadline as defined by the limited partnership agreement with two one-year extensions

Banner Ridge DSCO Fund I, LP

 

Diversified credit strategies

 

 

13,792,253

 

 

23,219,328

 

 

36,207,747

 

None

 

N/A

 

Until the tenth anniversary of the initial closing date with two one-year extensions

Banner Ridge DSCO Fund II (Offshore), LP

 

Diversified credit strategies

 

 

19,457,711

 

 

25,697,280

 

 

80,542,289

 

None

 

N/A

 

Until the tenth anniversary of the initial closing date with two one-year extensions

55

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (Continued)

11. Private Investment Vehicles (continued)

Security
Description

 

Investment
Category

 

Cost

 

Fair Value

 

Unfunded
Commitments

 

Redemption
Frequency

 

Redemption
Lock-up
Period

 

Fund Term

Banner Ridge Secondary Fund IV (Offshore), LP

 

Secondaries

 

$

2,221,240

 

$

6,707,746

 

$

7,778,760

 

None

 

N/A

 

June 15, 2031 with one-year extensions available

Banner Ridge Secondary Fund V (Offshore), LP

 

Secondaries

 

 

92,851,664

 

 

156,523,020

 

 

107,027,544

 

None

 

N/A

 

Until the tenth anniversary of the activation date with two one-year extensions

Barings Capital Solutions Perpetual Fund (CA), LP

 

Specialty lending

 

 

34,756,098

 

 

37,100,627

 

 

15,243,902

 

Annually

 

Two Years

 

The Partnership shall continue for an unlimited period unless it is wound up and subsequently dissolved.

Benefit Street Partners Real Estate Opportunistic Debt Fund L.P.

 

Real estate credit

 

 

35,934,300

 

 

42,071,150

 

 

37,123,031

 

None

 

N/A

 

Sixth anniversary of the final closing date with two one-year extensions

Blackstone Tactical Opportunities Fund (Matrix Co-Invest) LP

 

Asset-based lending co-investment

 

 

2,282,793

 

 

2,775,759

 

 

3,560,107

 

None

 

N/A

 

Until the partnership is dissolved and subsequently terminated

Blue Owl First Lien Fund (Offshore), L.P.

 

Middle market direct lending

 

 

2,865,252

 

 

3,397,682

 

 

375,000

 

None

 

N/A

 

Until the end of the fiscal quarter during which the seventh anniversary of the final closing date occurs with two one-year extensions

Blue Owl Real Estate Fund VI

 

Real estate triple net leasing

 

 

10,235,020

 

 

9,916,283

 

 

14,761,684

 

None

 

N/A

 

Until the last day of the calendar quarter containing the seventh anniversary of the initial closin gdate with two one-year extensions

Blue Owl Technology Finance Corp.

 

Middle market direct lending

 

 

20,316,104

 

 

21,706,275

 

 

 

None

 

N/A

 

Until earliest of an exchange listing, the fifth anniversary of the final closing, and August 10, 2025

Boost Co-Invest LP

 

Preferred equity co-investment

 

 

6,770,389

 

 

8,197,270

 

 

735,538

 

None

 

N/A

 

Until all investments are liquidated and all proceeds are distributed or as determined by the general partner

56

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (Continued)

11. Private Investment Vehicles (continued)

Security
Description

 

Investment
Category

 

Cost

 

Fair Value

 

Unfunded
Commitments

 

Redemption
Frequency

 

Redemption
Lock-up
Period

 

Fund Term

BPC Real Estate Debt Fund, LP

 

Real estate credit

 

$

63,244,183

 

$

71,882,122

 

$

61,423,064

 

None

 

N/A

 

Until the third anniversary of the expiration of the investement period with two additonal one-year periods and thereafter, additional one-year periods with consent of the Advisory Committee.

BP Holdings Zeta LP – Class A

 

Real estate credit co-investment

 

 

8,609,327

 

 

9,708,986

 

 

 

None

 

N/A

 

Until the earlier of May 30, 2029, the final distribution of the assets of the partnership, and the expiration of the term of the last remaining Fund Entity as defined by the limited partnership agreement.

BP Holdings Zeta
LP – Class B

 

Real estate credit co-investment

 

 

1,410,673

 

 

1,588,807

 

 

 

None

 

N/A

 

Until the earlier of May 30, 2029, the final distribution of the assets of the partnership, and the expiration of the term of the last remaining Fund Entity as defined by the limited partnership agreement.

BSOF Parallel Onshore Fund L.P. (Class Absolute III Series 3 Interests)

 

Regulatory capital relief co-investment

 

 

5,242,498

 

 

4,048,036

 

 

 

None

 

N/A

 

Until the partnership is wound up and subsequently dissolved.

BSOF Parallel Onshore Fund L.P. (Class Chestnut II Series 2)

 

Regulatory capital relief co-investment

 

 

20,108,879

 

 

20,636,653

 

 

 

None

 

N/A

 

Until the partnership is wound up and subsequently dissolved.

BSOF Parallel Onshore Fund L.P. (Class Colonnade 2024 Series 3)

 

Regulatory capital relief co-investment

 

 

10,250,000

 

 

10,584,019

 

 

 

None

 

N/A

 

Until the partnership is wound up and subsequently dissolved.

BSOF Parallel Onshore Fund L.P. (Class Gnocchi Series 2 Interests)

 

Regulatory capital relief co-investment

 

 

30,679,130

 

 

24,828,953

 

 

 

None

 

N/A

 

Until the partnership is wound up and subsequently dissolved.

BSOF Parallel Onshore Fund L.P. (Class SRT Enhanced Series 3)

 

Regulatory capital relief co-investment

 

 

106,662,882

 

 

111,191,288

 

 

 

None

 

N/A

 

Until the partnership is wound up and subsequently dissolved.

57

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (Continued)

11. Private Investment Vehicles (continued)

Security
Description

 

Investment
Category

 

Cost

 

Fair Value

 

Unfunded
Commitments

 

Redemption
Frequency

 

Redemption
Lock-up
Period

 

Fund Term

Burford Advantage Feeder Fund A, LP

 

Litigation finance

 

$

3,475,394

 

$

3,692,790

 

$

12,016,271

 

None

 

N/A

 

Fifth anniversary of the initial closing with two one-year extensions

Callodine Perpetual ABL Fund, LP

 

Asset-based lending

 

 

81,144,382

 

 

77,625,730

 

 

21,573,100

 

Quarterly3

 

Twelve months after the effective date of capital commtiment

 

Perpetual unless sooner terminated in accordance with the provisions of the limited partnership agreement

Carlyle Credit Opportunities Fund II (Parallel), SCSp

 

Structured capital/mezzanine

 

 

8,930,374

 

 

7,571,795

 

 

4,994,226

 

None

 

N/A

 

February 2029 with two consecutive one-year extensions

Carlyle Credit Opportunities Fund III (Parallel), SCSp

 

Structured capital/mezzanine

 

 

5,860,389

 

 

6,094,073

 

 

14,287,637

 

None

 

N/A

 

December 2028, subject to two one-year extensions with the consent of the Investor Advisory Committee or a majority in interest of the combined limited partners.

CCOF Alera Aggregator, L.P.

 

Preferred equity co-investment

 

 

4,856,250

 

 

6,527,634

 

 

 

None

 

N/A

 

Until dissolved and liquidated in accordance with the limited partnership agreement

CCOF III Nexus Co-Invest Aggregator, L.P.

 

Subordinated debt co-investment

 

 

4,901,836

 

 

5,756,378

 

 

473,164

 

None

 

N/A

 

Until wound up and subsequently dissolved pursuant to the limited partnership agreement

CCOF Sierra II, L.P.

 

Preferred equity co-investment

 

 

2,958,506

 

 

4,136,284

 

 

100,000

 

None

 

N/A

 

Ten-year anniversary of the the final closing date with two one-year externsions

Cheval Blanc Co-Invest, L.P.

 

Structured capital/mezzanine co-investment

 

 

15,000,000

 

 

15,212,158

 

 

 

None

 

N/A

 

The term of the Partnership shall continue in existence until such time as all of the investments of the Partnership are liquidated and all Proceeds are distributed to the Partners.

Chilly HP SCF Investor, LP

 

Preferred equity co-investment

 

 

3,017,701

 

 

3,635,837

 

 

 

None

 

N/A

 

Until the dissolution of the partnership in accordance with the limited partnership agreement

58

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (Continued)

11. Private Investment Vehicles (continued)

Security
Description

 

Investment
Category

 

Cost

 

Fair Value

 

Unfunded
Commitments

 

Redemption
Frequency

 

Redemption
Lock-up
Period

 

Fund Term

CL Oliver Co-Invest I, L.P.

 

Asset-based lending co-investment

 

$

10,068,001

 

$

11,634,985

 

$

 

None

 

N/A

 

Perpetual until the partnership is wound up and subsequently dissolved.

Comvest Special Opportunities Fund, L.P.

 

Structured capital/mezzanine

 

 

11,484,683

 

 

12,655,563

 

 

9,208,816

 

None

 

N/A

 

Seventh anniversary of the final closing with two one-year extensions

Contingency Capital EG Fund (US) LP

 

Litigation finance

 

 

23,980,100

 

 

23,927,358

 

 

6,019,900

 

Quarterly

 

A written notice of the withdrawal must be provided to the GP 90 days before commencement date

 

Until the dissolution of the partnership in accordance with the limited partnership agreement

Contingency Capital Fund I-A, LP

 

Litigation finance

 

 

49,448,738

 

 

66,503,607

 

 

24,387,983

 

None

 

N/A

 

Until the earlier of the termination of the last remaining master fund or the terminiation of the Parnership in accordance with the limited partnership agreement

Crestline Nevermore Holdco, L.P.

 

Asset-based lending co-investment

 

 

4,939,545

 

 

4,773,190

 

 

10,188,336

 

None

 

N/A

 

Until the partnership is wound up and subsequently dissolved in accordance with the limited partnership agreement

Crestline PF Sentry Fund (US), LP (CELF SPV LLC)

 

Portfolio finance

 

 

11,765,468

 

 

10,173,339

 

 

38,234,532

 

None

 

N/A

 

The partnership shall, in the General Partner’s sole discretion, continue in perpetuity.

Crestline PF Sentry Fund (US), LP

 

Asset-based lending

 

 

5,997,305

 

 

5,701,110

 

 

19,117,259

 

None

 

N/A

 

Until dissolved in accordance with the limited partnership agreement

CW Credit Opportunity 2 LP

 

Asset-based co-investment

 

 

22,736,329

 

 

23,977,122

 

 

17,263,670

 

None

 

N/A

 

Until December 31 after the maturity date of the CoreWeave Loan with two one-year extensions.

D.E. Shaw Diopter International Fund, L.P.

 

Structured credit

 

 

40,520,552

 

 

48,370,241

 

 

12,571,272

 

None

 

N/A

 

Sixth anniversary of the last day of the month of the Final Closing Date with two one-year extensions

59

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (Continued)

11. Private Investment Vehicles (continued)

Security
Description

 

Investment
Category

 

Cost

 

Fair Value

 

Unfunded
Commitments

 

Redemption
Frequency

 

Redemption
Lock-up
Period

 

Fund Term

Dawson Evergreen 1 LP

 

Portfolio finance

 

$

300,000,000

 

$

330,081,259

 

$

 

None

 

Redemptions are permitted with the consent of the General Partner, with 60 days’ minimum notice, and must be under 5% of the fund’s total NAV on a given redemption day.

 

Upon the occurrence of the withdrawal of the General Partner, unless the Advisory Board agrees to continue the Partnership and to appoint a new General Partner within 90 days of the withdrawal of the General Partner

EVP II LP

 

Growth capital

 

 

26,371,709

 

 

35,281,360

 

 

13,628,291

 

None

 

N/A

 

Until eight years from the final closing date with two consecutive one-year extensions

Felicitas Diner Offshore, LP

 

Preferred equity co-investment

 

 

2,827,895

 

 

3,648,347

 

 

211,680

 

None

 

N/A

 

Until the earlier of the dissolution of the master fund or an election by the general partner to terminate the fund

Felicitas Secondary Fund II Offshore, LP

 

Secondaries

 

 

10,616,857

 

 

13,738,428

 

 

2,710,414

 

None

 

N/A

 

January 10, 2030 with one-year extensions available

Felicitas Secondary Fund III Offshore, LP

 

Secondaries

 

 

17,500,000

 

 

19,645,556

 

 

32,500,000

 

None

 

N/A

 

The Partnership shall continue perpetually until any of the termination events occur.

Felicitas Tactical Opportunities Fund, LP

 

Secondaries

 

 

37,867,299

 

 

57,932,901

 

 

22,132,701

 

None

 

N/A

 

Until dissolved and liquidated in accordance with the Limited Partnership Agreement

Franklin BSP Capital Corp

 

Middle market direct lending

 

 

1,684,852

 

 

1,598,569

 

 

 

Annually1

 

N/A

 

N/A

Gramercy PG Holdings II, LP

 

Litigation finance co-investment

 

 

23,250,000

 

 

25,036,684

 

 

1,750,000

 

None

 

Except as expressly provided in this Agreement, no Limited Partner shall have the right to withdraw from the Partnership or to withdraw any part of its Capital Account

 

Until the sixth anniversary of the initial closing date, unless extended by the General Partner for a period of one year, and any successive periods of one year each with the consent of a majority in interest

60

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (Continued)

11. Private Investment Vehicles (continued)

Security
Description

 

Investment
Category

 

Cost

 

Fair Value

 

Unfunded
Commitments

 

Redemption
Frequency

 

Redemption
Lock-up
Period

 

Fund Term

Gramercy PG Holdings, LP (Common Interests)

 

Litigation finance co-investment

 

$

10,177,594

 

$

14,098,155

 

$

300,000

 

None

 

N/A

 

Until terminated, wound up and subsequently dissolved pursuant to the limited partnership agreement

Gramercy PG Holdings, LP (Preferred Interests)

 

Litigation finance co-investment

 

 

5,450,422

 

 

6,111,010

 

 

 

None

 

N/A

 

Until terminated, wound up and subsequently dissolved pursuant to the limited partnership agreement

Guggenheim MM-C CLO

 

Structured credit

 

 

90,202,500

 

 

104,145,511

 

 

 

None

 

May be redeemed in whole, but not in part, after the redemption in full of the secured notes at the direction of a majority of the subordinated notes

 

July 2035

Harvest Partners Structured Capital Fund III, L.P.

 

Structured capital/mezzanine

 

 

13,675,332

 

 

16,501,876

 

 

7,079,025

 

None

 

N/A

 

Ten years from the final closing date with one-year extensions

Hayfin Healthcare Opportunities Fund (US Parallel), LP

 

Royalties & healthcare credit

 

 

43,616,518

 

 

52,049,253

 

 

31,474,562

 

None

 

N/A

 

Fourth anniversary of the end of the investment period with two one-year extensions

Hercules Private Global Venture Growth Fund I, L.P.

 

Venture lending

 

 

156,122,359

 

 

163,479,169

 

 

44,341,255

 

None

 

N/A

 

July 1, 2027 with one-year extensions available

HPS Asset Value Platform, L.P.

 

Equipment leasing

 

 

47,014,045

 

 

48,784,168

 

 

3,240,610

 

None

 

N/A

 

The Partnership shall continue in existence until the fifth anniversary of the closing date.

HPS KP Mezz 2019 Co-Invest, LP

 

Subordinated debt co-investment

 

 

42,079,318

 

 

55,917,632

 

 

2,977,411

 

None

 

N/A

 

Until the expiration of the term of HPS Offshore Mezzanine Partners 2019, L.P. which shall continue until the tenth anniversary of the first closing date with two one-year extensions

61

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (Continued)

11. Private Investment Vehicles (continued)

Security
Description

 

Investment
Category

 

Cost

 

Fair Value

 

Unfunded
Commitments

 

Redemption
Frequency

 

Redemption
Lock-up
Period

 

Fund Term

HPS KP SIP V Co-Investment Fund, LP

 

Subordinated debt co-investment

 

$

14,503,288

 

$

19,760,221

 

$

264,097

 

None

 

N/A

 

Until the expiration of the term of HPS Offshore Strategic Investment Partners V, L.P., which shall continue until the tenth anniversary of the first closing date with one one-year extension and two successive one-year terms followings such subsequent term with the approval of the LP Advisory Committee

HPS Mint Co-Invest Fund, L.P.

 

Preferred equity co-investment

 

 

6,473,263

 

 

9,721,060

 

 

182,595

 

None

 

N/A

 

Until all investments are liquidated and all proceeds are distributed or as determined by the general partner

HPS Offshore Mezzanine Partners 2019, LP

 

Mezzanine level subordinated debt

 

 

22,782,678

 

 

27,452,013

 

 

5,614,127

 

None

 

N/A

 

Until the tenth anniversary of the first closing date with two one-year extensions

HPS Offshore Strategic Investment Partners V, LP

 

Mezzanine level subordinated debt

 

 

33,029,819

 

 

37,734,412

 

 

21,496,625

 

None

 

N/A

 

Until the tenth anniversary of the first closing date with one one-year extension following the expiration of such initial term and two successive one-year terms following such subsequent term with the approval of the LP Advisory Committee

HPS Specialty Loan Fund V-L, L.P.

 

Middle market direct lending

 

 

21,507,728

 

 

21,832,562

 

 

9,426,294

 

None

 

N/A

 

Fourth anniversary of the termination of the commitment period with one-year extensions available

62

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (Continued)

11. Private Investment Vehicles (continued)

Security
Description

 

Investment
Category

 

Cost

 

Fair Value

 

Unfunded
Commitments

 

Redemption
Frequency

 

Redemption
Lock-up
Period

 

Fund Term

ICG LP Secondaries Fund I (Feeder) SCSp

 

Secondaries

 

$

10,537,659

 

$

14,850,100

 

$

29,132,588

 

None

 

N/A

 

Until the master partnership is dissolved or terminated (master partnership term: until the tenth anniversary of the final admission date with two one-year extensions)

Indago Co-Invest I LP

 

Private ABS co-investment

 

 

5,000,000

 

 

5,103,616

 

 

25,000,000

 

None

 

N/A

 

Unless sooner dissolved pursuam to Section 10.2, the Partnership will continue until such time as the Partnership investments are disposed.

InSolve Global Credit Feeder Fund VI, L.P.

 

Private ABS

 

 

37,841,473

 

 

39,843,283

 

 

36,749,999

 

None

 

N/A

 

The partnership shall be would up and dissolved promptly following the date that the Master fund is would up and solved has made its final distributions of assets,

King Street Opportunistic Credit Evergreen Fund, L.P.

 

Middle market direct lending

 

 

100,000,000

 

 

107,127,144

 

 

 

Semi-annually2

 

Following the expiration of the period that is two years from the date of the intial closing of the partnership, subject to one year lock-up after the first capital contribution,

 

Until dissolved and liquidated in accordance with the Limited Partnership Agreement

KWOL Co-Invest, LP

 

Preferred equity co-investment

 

 

2,500,000

 

 

2,904,559

 

 

 

None

 

N/A

 

Until dissolution of the partnership in accordance with the limited partnership agreement

LuminArx Opportunistic Alternative Solutions Offshore Fund LP

 

Private ABS

 

 

4,587,368

 

 

12,437,048

 

 

95,412,632

 

None

 

N/A

 

The Partnership shall continue perpetually until any of the termination events occur.

LuminArx Valence Co-Invest Offshore Fund LP

 

Structured capital/mezzanine co-investment

 

 

9,936,909

 

 

10,311,673

 

 

63,091

 

None

 

N/A

 

The Partnership shall continue perpetually until any of the termination events occur.

63

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (Continued)

11. Private Investment Vehicles (continued)

Security
Description

 

Investment
Category

 

Cost

 

Fair Value

 

Unfunded
Commitments

 

Redemption
Frequency

 

Redemption
Lock-up
Period

 

Fund Term

Madison Realty Capital Debit Fund, IV LP

 

Real estate credit

 

$

14,173,657

 

$

20,586,420

 

$

3,585,971

 

None

 

N/A

 

Until the sixth anniversary of the fund’s final closing with one one-year extension and an additional extension period of up to two years.

Magenta Asset Co-Invest L.P.

 

Asset-based co-investment

 

 

2,790,548

 

 

3,045,878

 

 

1,209,452

 

None

 

N/A

 

Until the Certificate of Limited Partnership of the the partnership is cancelled.

Magenta Co-Invest L.P.

 

Asset-based co-investment

 

 

5,501,383

 

 

6,171,164

 

 

498,617

 

None

 

N/A

 

Until the Certificate of Limited Partnership of the the partnership is cancelled.

Marilyn Co-Invest, L.P.

 

Common equity

 

 

33,863,577

 

 

41,832,979

 

 

 

None

 

N/A

 

Until investments are liquidated and all proceeds are distributed to the partners

Milano Co-Invest, L.P.

 

Subordinated debt co-investment

 

 

3,990,705

 

 

4,013,491

 

 

174,000

 

None

 

N/A

 

Until such time as all of the investments of the partnership are liquidated and all proceeds are distributed to the partners

Miller Holdings LP (Common Equity Portion) (Dawson)

 

Portfolio finance

 

 

4,724,101

 

 

5,946,829

 

 

275,899

 

None

 

N/A

 

Partnership shall continue until the final liquidating distribution of the Fund unless sooner wound up and dissolved.

Miller Holdings LP (Preferred Equity Portion) (Dawson)

 

Portfolio finance

 

 

31,755,544

 

 

36,255,023

 

 

15,327,085

 

None

 

N/A

 

Partnership shall continue until the final liquidating distribution of the Fund unless sooner wound up and dissolved.

Minerva Co-Invest, L.P.

 

Preferred equity co-investment

 

 

11,406,208

 

 

15,262,549

 

 

225,533

 

None

 

N/A

 

Until distribution of investment proceeds

NB Capital Solutions Co-Invest (Wolverine) LP

 

Preferred equity co-investment

 

 

1,380,844

 

 

1,767,399

 

 

49,156

 

None

 

N/A

 

Until the later of the dissolution of the Main Fund and the disposition of the partnership’s investments

64

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (Continued)

11. Private Investment Vehicles (continued)

Security
Description

 

Investment
Category

 

Cost

 

Fair Value

 

Unfunded
Commitments

 

Redemption
Frequency

 

Redemption
Lock-up
Period

 

Fund Term

NB Credit Opportunities II Cayman Feeder, LP

 

Structured capital/mezzanine

 

$

21,303,208

 

$

26,007,064

 

$

4,399,948

 

None

 

N/A

 

Until the termination of the master fund and as determined by the general partner

North Wall Asset Backed Opportunities Feeder Fund I LP

 

Private ABS co-investment

 

 

72,944,024

 

 

79,493,295

 

 

10,000,000

 

None

 

N/A

 

Partnership will terminate and be wound up on or around the date of the final liquidation of the Master Partnership.

NWEOF Feeder Fund II LP

 

Asset-based lending

 

 

24,063,042

 

 

29,911,616

 

 

32,521,260

 

None

 

N/A

 

Until the GP determines that the Partnership may be materially impeded in the pursuit of its investment objectives or if the aggregate Capital Commitments to the Partnership have been drawn down, reserved or otherwise committed

OrbiMed RCO IV Offshore Feeder, LP

 

Royalties & healthcare credit

 

 

23,262,901

 

 

22,579,715

 

 

30,286,081

 

None

 

N/A

 

Until the date of the final liquidating distribution unless the partnership is sooner wound up and subsequently dissolved in accordance with the limited partnership agreement

Pathlight Capital Evergreen Fund, LP

 

Asset-based lending

 

 

32,605,097

 

 

30,696,617

 

 

19,639,252

 

None

 

N/A

 

Until dissolved and liquidated in accordance with the amended and restate limitated partnership agreement

Pathlight Capital Fund II, LP

 

Asset-based lending

 

 

25,868,396

 

 

26,363,241

 

 

14,209,797

 

None

 

N/A

 

Until last day of the fiscal quarter after the fifth anniversary of the final closing date with one-year extensions available

Peachtree Credit Fund IV Q, L.P.

 

Real estate debt

 

 

25,000,000

 

 

25,000,000

 

 

 

None

 

N/A

 

The Fund shall continue in full force and effect until 7 years following the expiration of the Offering period, subject to 2 one year extensions.

65

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (Continued)

11. Private Investment Vehicles (continued)

Security
Description

 

Investment
Category

 

Cost

 

Fair Value

 

Unfunded
Commitments

 

Redemption
Frequency

 

Redemption
Lock-up
Period

 

Fund Term

Pennybacker Real Estate Credit II Pacific, LLC

 

Real estate credit

 

$

2,467,491

 

$

3,296,890

 

$

 

None

 

N/A

 

Until the company is terminated and wound up in accordance with the limited liability company agreement

Pennybacker Real Estate Credit II, LP

 

Real estate credit

 

 

18,777,394

 

 

17,434,104

 

 

4,126,436

 

None

 

N/A

 

Until the company is terminated and wound up in accordance with the limited liability company agreement

PG Lending Fund I, LP

 

Real estate debt

 

 

37,252,589

 

 

37,252,589

 

 

 

None

 

N/A

 

The Fund shall continue in full force and effect until 7 years following the expiration of the Offering period, subject to 2 one year extensions.

Pine Valley Capital Partners Evergreen Fund, LP

 

Litigation finance

 

 

34,359,848

 

 

35,117,589

 

 

15,640,152

 

None

 

N/A

 

Until dissolution of the partnership in accordance with the limited partnership agreement.

Pine Valley Capital Co-Invest I, LP

 

Litigation finance co-investment

 

 

18,479,832

 

 

18,664,124

 

 

6,520,168

 

None

 

N/A

 

Until dissolution of the partnership in accordance with the limited partnership agreement.

Raven Asset-Based Credit Fund II LP

 

Asset-based lending

 

 

13,999,031

 

 

14,782,088

 

 

11,119,533

 

None

 

N/A

 

January 2029 with two one-year extensions available available

Raven Evergreen Credit Fund II, LP

 

Asset-based lending

 

 

16,899,628

 

 

29,674,041

 

 

26,916,376

 

None

 

N/A

 

Until the dissolution of the partnership in accordance with the limited partnership agreement

Redwood Enhanced Income Corp.

 

Middle market direct lending

 

 

28,275,000

 

 

26,275,773

 

 

10,725,000

 

None

 

180 calendar days following the pricing of an initial public offering of the shares and/or the first trade of the shares on a securities exchange

 

Seven-year anniversary of the initial closing with two one-year extensions

SC Life Science Credit Parallel Fund A, L.P.

 

Royalties & healthcare credit

 

 

112,886,592

 

 

115,143,009

 

 

117,363,407

 

None

 

N/A

 

Until terminated and dissolved by the general partner in its sole discretion

66

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (Continued)

11. Private Investment Vehicles (continued)

Security
Description

 

Investment
Category

 

Cost

 

Fair Value

 

Unfunded
Commitments

 

Redemption
Frequency

 

Redemption
Lock-up
Period

 

Fund Term

Sculptor Real Estate Science Park Fund, LP

 

Real estate credit co-investment

 

$

138,868

 

$

 

$

521,117

 

None

 

N/A

 

Until the payment in full or disposal of the permitted investment unless sooner dissolved in accordance with the limited partnership agreement

Shamrock Capital Debt Opportunities Fund I, LP

 

Royalty-backed credit

 

 

6,259,429

 

 

6,255,651

 

 

15,201,200

 

None

 

N/A

 

Ten years from the final closing date with one-year extensions

Silver Point Select Overflow Fund, L.P.

 

Specialty lending co-investment

 

 

36,611,232

 

 

36,518,000

 

 

3,388,768

 

None

 

N/A

 

Until dissolved in accordance to the limited partnership agreement. In this case, until the disolution of the GP.

Sixth Street Growth Partners II (B), L.P.

 

Structured capital/mezzanine

 

 

4,392,675

 

 

4,839,775

 

 

5,607,325

 

None

 

N/A

 

Until December 31 immediately following the four-year anniversary of the commitment period expiration date with two one-year extensions

Sky Fund V Offshore, LP

 

Aircraft leasing

 

 

36,035,625

 

 

45,893,991

 

 

15,950,628

 

None

 

N/A

 

Until the fourth anniversary of the expiration or termination of the investment period with up to two one-year extensions

Sky Fund VI Offshore, LP

 

Aircraft leasing

 

 

18,531,861

 

 

20,036,339

 

 

31,468,139

 

None

 

N/A

 

Until the partnership is terminated and wound up in accordance to the limited partnership agreement

Specialty Loan Institutional Fund 2016-L, L.P.

 

Middle market direct lending

 

 

2,561,036

 

 

4,190,947

 

 

3,825,245

 

None

 

N/A

 

Until the sixth anniversary of the fund’s final closing with two one-year extensions which may thereafter be extended further in order to effectuate an orderly liquidation of the partnership

Sprinkler 2024 Co-Investment I (Feeder) SCSp

 

Structured capital/mezzanine

 

 

16,233,891

 

 

16,329,519

 

 

12,872

 

None

 

N/A

 

Until the fund partnership is terminated in accordance with its terms

67

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (Continued)

11. Private Investment Vehicles (continued)

Security
Description

 

Investment
Category

 

Cost

 

Fair Value

 

Unfunded
Commitments

 

Redemption
Frequency

 

Redemption
Lock-up
Period

 

Fund Term

Stellus Private Credit BDC Feeder LP

 

Middle market direct lending

 

$

13,259,213

 

$

13,476,586

 

$

11,731,586

 

None

 

N/A

 

Until the partnership is terminated and wound up in accordance to the limited partnership agreement

Summit Partners Credit Offshore Fund II, L.P.

 

Middle market direct lending

 

 

7,115,041

 

 

4,655,887

 

 

330,907

 

None

 

N/A

 

Eight anniversary of the fist draw-dwon date with two one-year extensions available

Symbiotic Capital EB Fund, L.P.

 

Royalties & healthcare credit

 

 

3,977,217

 

 

4,621,262

 

 

1,522,783

 

None

 

N/A

 

Until dissolved in accordance to the limited partnership agreement

Symbiotic Capital Life Science Credit Fund, L.P.

 

Royalties & healthcare credit

 

 

9,750,320

 

 

10,012,020

 

 

10,205,514

 

None

 

N/A

 

Sixth anniversary of the final closing date with two one-year extensions

Thompson Rivers LLC

 

Investment vehicle

 

 

1,271,610

 

 

406,647

 

 

 

None

 

Redemptions permitted with the consent of the investment fund’s voting members

 

Until cancellation of the Certificate of Formation

Thorofare Asset Based Lending Fund V, L.P.

 

Real estate credit

 

 

30,401,096

 

 

31,306,525

 

 

 

None

 

N/A

 

Until the partnership is terminated and wound up in accordance with the limited partnership agreement

Tinicum L.P.

 

Private equity secondary

 

 

8,753,673

 

 

11,994,827

 

 

8,471,963

 

None

 

N/A

 

Until terminated and dissolved by the general partner in its sole discretion

Tinicum Tax Exempt, L.P.

 

Private equity secondary

 

 

5,356,323

 

 

7,040,774

 

 

1,750,917

 

None

 

N/A

 

Until terminated and dissolved by the general partner in its sole discretion

VCSF Co-Invest 1-A, L.P.

 

Preferred equity co-investment

 

 

5,060,841

 

 

6,588,930

 

 

8,252

 

None

 

N/A

 

Until the expiration of the term of Vista Capital Solutions Fund, LP (VCSF) which may be extended in accordance with the terms of the VCSF partnership agreement or until the dissolution of the partnership in accordance with the limited partnership agreement.

68

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (Continued)

11. Private Investment Vehicles (continued)

Security
Description

 

Investment
Category

 

Cost

 

Fair Value

 

Unfunded
Commitments

 

Redemption
Frequency

 

Redemption
Lock-up
Period

 

Fund Term

Vista Capital Solutions Fund-A, L.P.

 

Growth-stage lending

 

$

15,458,726

 

$

17,001,622

 

$

10,058,906

 

None

 

N/A

 

Sixth anniversary of the final closing date with two one-year extensions

Vista Credit Partners Fund IV-B, L.P.

 

Growth-stage lending

 

 

470,914

 

 

153,930

 

 

23,060,942

 

None

 

N/A

 

Partnership shall be dissolved on the last day of the fiscal quarter during which the sixth anniversary of the Final Closing Date occurs. Partnership may be extended for up to two consecurity one-year periods.

VPC Asset Backed Opportunistic Credit Fund (Levered), L.P.

 

Rediscount lending

 

 

71,001,751

 

 

69,043,195

 

 

9,200,614

 

None

 

N/A

 

Five years after initial closing date with two one-year extensions

VPC COV, L.P.

 

Loan origination vehicle

 

 

1,000,000

 

 

1,223,519

 

 

49,000,000

 

None

 

N/A

 

Forty-two months after the initial closing date with additional one-year extensions approved by limited partners holding majority of aggregate commitments

VPC Legal Finance Fund, L.P.

 

Litigation finance

 

 

117,880,783

 

 

140,253,719

 

 

 

None

 

18-month hard lock-up from acceptance of commitment and 12-month soft lock-up following termination of hard lock-up

 

Until partnership is terminated as provided in the agreement of limited partnership

Waccamaw River LLC

 

Investment vehicle

 

 

10,581,027

 

 

4,340,096

 

 

 

None

 

Redemptions permitted with the prior consent of the Board

 

Until cancellation of the Certificate of Formation

WhiteHawk Evergreen Fund, LP

 

Asset-based lending

 

 

50,000,000

 

 

52,790,043

 

 

 

Semi-annually

 

The period ending on the last business day immediately prior to the first anniversary of the date of the subscription agreement

 

Until dissolved pursuant to the limited partnership agreement

Total

     

$

3,232,407,693

 

$

3,654,120,705

 

$

1,613,788,387

           

1       Up to 10% at each tender offer during any calendar year

2       All or any portion of participating account at each semi-annual withdrawal date

3       All or any portion of the capital account as of the last day of each calendar quarter

69

Cliffwater Enhanced Lending Fund

Notes to Consolidated Financial Statements

March 31, 2025 (Continued)

12. 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 Board authorized the Fund to offer to repurchase Shares from shareholders in an amount up to 5.00% of the net assets of the Fund with a June 16, 2025 repurchase pricing date. The repurchase offer period began on May 15, 2025 and ends on June 16, 2025. Shareholders that desire to tender Shares for repurchase are required to do so on June 16, 2025. 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.

70

Cliffwater Enhanced Lending Fund

Other Information

March 31, 2025 (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 ended March 31, 2025, the Cliffwater Enhanced Lending Fund designates $44,548,771 as a long-term capital gain distribution.

For the year ended March 31, 2025, 3.01% of the dividends paid from net investment income, including short-term capital gains, are designated as qualified dividend income.

For the year ended March 31, 2025, 3.01% 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 (the “Board”) of the Cliffwater Enhanced Lending Fund (the “Fund”) held on December 12, 2024 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 of 1940, as amended (the “Independent Trustees”), approved the Investment Management Agreement between Cliffwater LLC (the “Investment Manager”) and the Fund (the “Investment Management Agreement”).

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 an independent third party and management about the below factors. The Board did not identify any particular information as controlling in determining whether or not to approve the Investment Management Agreement, and each Board member may have attributed different weights to the various items considered. 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. 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 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.

71

Cliffwater Enhanced Lending Fund

Other Information

March 31, 2025 (Unaudited) (Continued)

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 from the Fund’s inception on July 1, 2021 through September 30, 2024.

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 0.95% was in line with the median advisory fee of the peer universe identified in the independent third-party report distributed to the Board. The Board also noted that the total expense ratio of the Fund was below the median of the peer universe. 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.

Economies of Scale

The Board reviewed the structure of the Fund’s investment management fee under the Investment Management Agreement. The Board considered that the Investment Manager continued to monitor the Fund’s current fee level as compared to its peer group and the nature of economies of scale that could be achieved for a private credit fund. The Board 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 continuance of the Investment Management Agreement.

72

Cliffwater Enhanced Lending Fund

Fund Management

March 31, 2025 (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 the (“SAI”) includes additional information about the membership of the Board. The SAI is available, without charge, by writing to the Fund at c/o UMB Fund Services, Inc., 235 West Galena Street, Milwaukee, WI 53212, or by calling the Fund at 1 (888) 442-4420.

INDEPENDENT TRUSTEES

Name,
Address
and Year
of Birth

Positions(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
Trustee
During
Past 5 Years

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).

3

None

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).

3

None

*         The fund complex consists of the Fund, Cliffwater Corporate Lending Fund and Cascade Private Capital Fund.

73

Cliffwater Enhanced Lending Fund

Fund Management

March 31, 2025 (Unaudited) (Continued)

INTERESTED TRUSTEES AND OFFICERS

Name,
Address
and Year
of Birth

Positions(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
Trustee
During
Past 5 Years

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).

3

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

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, Cliffwater Corporate Lending Fund and Cascade Private Capital Fund.

**       Mr. Nesbitt is deemed an interested person of the Fund because he is an officer of the Investment Manager.

74

Cliffwater Enhanced Lending Fund

Privacy Notice

March 31, 2025 (Unaudited)

PRIVACY NOTICE

FACTS

WHAT DOES THE FUND DO WITH YOUR PERSONAL INFORMATION?

Why?

Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

What?

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

•  Social Security number

•  Account balances

•  Account transactions

•  Transaction history

•  Wire transfer instructions

•  Checking account information

When you are no longer our customer, we continue to share your information as described in this notice.

How?

All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons funds choose to share; and whether you can limit this sharing.

Reasons we can share your personal information

Does the
Fund share?

Can you limit
this sharing?

For our everyday business purposes –

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

Yes

No

For our marketing purposes –

to offer our products and services to you

No

We don’t share

For joint marketing with other financial companies

No

We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

Yes

No

For our affiliates’ everyday business purposes –

information about your creditworthiness

No

We don’t share

For our affiliates to market to you

No

We don’t share

For nonaffiliates to market to you

No

We don’t share

Questions?

 

Call 1-(888)-442-4420

75

Cliffwater Enhanced Lending Fund

Privacy Notice

March 31, 2025 (Unaudited) (Continued)

What we do

 

How does the Fund protect my personal information?

To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.

How does the Fund collect my personal information?

We collect your personal information, for example, when you

•  Open an account

•  Provide account information

•  Give us your contact information

•  Make a wire transfer

•  Tell us where to send the money

We also collect your information from others, such as credit bureaus, affiliates, or other companies.

Why can’t I limit all sharing?

Federal law gives you the right to limit only

•  Sharing for affiliates’ everyday business purposes – information about your creditworthiness

•  Affiliates from using your information to market to you

•  Sharing for nonaffiliates to market to you

State laws and individual companies may give you additional rights to limit sharing.

Definitions

 

Affiliates

Companies related by common ownership or control. They can be financial and nonfinancial companies.

Nonaffiliates

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

•  The Fund doesn’t share with nonaffiliates so they can market to you.

Joint marketing

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

•  The Fund doesn’t jointly market.

76

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
www.acaglobal.com

Independent Registered Public Accounting Firm
Cohen & Company, Ltd.
1350 Euclid Ave., Suite 800
Cleveland, OH 44115

 

(b)    Not applicable.

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 Item 2 of Form N-CSR’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. 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 March 31, 2025. “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 March 31, 2025 and fiscal period ended March 31, 2024.

Fee Category

 

2025
Fees

 

2024
Fees

(a) Audit Fee

 

$

350,000

 

$

200,000

(b) Audit-Related Fees

 

 

 

 

(c) Tax Fees

 

 

30,000

 

 

10,000

(d) All Other Fees

 

 

 

 

Total Fees

 

$

380,000

 

$

210,000

(e)(1)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.

(e)(2)The percentage of fees billed by Cohen & Company, Ltd. for the year ended March 31, 2025 and fiscal period ended March 31, 2024, applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:

 

FYE 3/31/2025

 

FYE 3/31/2024

Audit-Related Fees

 

0%

 

0%

Tax Fees

 

0%

 

0%

All Other Fees

 

0%

 

0%

(f)     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.

(g)    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.

 

(h)    The registrant’s audit committee of the board of trustees has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre- approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

(i)     Not Applicable

(j)     Not Applicable

Non-Audit Related Fees

 

FYE 3/31/2025

 

FYE 3/31/2024

Registrant

 

0

 

0

Registrant’s Investment Adviser

 

0

 

0

Item 5.        Audit Committee of Listed Registrants.

Not applicable.

Item 6.        Investments.

(a)     See the Annual Report to Shareholders under Item 1 of this Form.

(b)    Not applicable.

Item 7.        Financial Statements and Financial Highlights for Open-End Management Investment Companies.

Not applicable.

Item 8.        Changes in and Disagreements with Accountants for Open-End Management Investment Companies.

Not applicable.

Item 9.        Proxy Disclosures for Open-End Management Investment Companies.

Not applicable.

Item 10.      Remuneration Paid to Directors, Officers and Others of Open-End Management Investment Companies.

Not applicable.

Item 11.      Statement Regarding Basis for Approval of Investment Advisory Contract.

Not applicable.

Item 12.      Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

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.

Item 13.      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, who are primarily responsible for the day-to-day portfolio management of the Cliffwater Enhanced Lending Fund as of June 9, 2025:

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

Jeffrey Topor

 

Managing Director

 

Since 2022

 

Managing Director, Cliffwater LLC (since 2013)

 

Portfolio Management

Eli Sokolov

 

Managing Director

 

Since 2022

 

Managing Director, Cliffwater LLC (since 2007)

 

Portfolio Management

Nicholas Lenicheck

 

Managing Director

 

Since 2024

 

Senior Director, PSP Investments (2018-2024); Managing Director, Cliffwater (since 2024)

 

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 Enhanced Lending Fund, for which the Portfolio Manager is primarily responsible for the day-to-day portfolio management. The information is as of March 31, 2025:

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 Account
$28,092

 

2 Accounts
$724

 

15 Accounts
$1,697

Jeffrey Topor

 

0 Accounts
N/A

 

0 Accounts
N/A

 

0 Accounts
N/A

 

0 Accounts
N/A

 

0 Accounts
N/A

 

0 Accounts
N/A

Eli Sokolov

 

0 Accounts
N/A

 

0 Accounts
N/A

 

0 Accounts
N/A

 

0 Accounts
N/A

 

0 Accounts
N/A

 

0 Accounts
N/A

Nicholas Lenicheck

 

0 Accounts
N/A

 

0 Accounts
N/A

 

0 Accounts
N/A

 

0 Accounts
N/A

 

0 Accounts
N/A

 

0 Accounts
N/A

Conflicts of Interest

The Investment Manager and Portfolio Manager 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 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 the 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 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 has adopted procedures for allocating portfolio transactions across multiple accounts. The Investment Manager has 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

Certain portfolio managers have 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. 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.

(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 Member
1:

Stephen L. Nesbitt

 

Over $ 1,000,000

Jeffrey Topor

 

Over $ 1,000,000

Eli Sokolov

 

Over $ 1,000,000

Nicholas Lenicheck

 

None

____________

1     As of March 31, 2025

(b) Not Applicable

 

Item 14.     Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 15.     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 Trustees since the Fund last provided disclosure in response to this item.

Item 16.     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 1940 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 17.     Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

(a)    Not applicable.

(b)    Not applicable.

Item 18.     Recovery of Erroneously Awarded Compensation.

Not applicable.

Item 19.     Exhibits.

(a)(1)     Code of ethics or any amendments thereto, that is subject to disclosure required by Item 2 of Form N-CSR. Filed herewith.

(a)(2)     Not applicable.

(a)(3)     A separate certification for the principal executive officer and the principal financial officer of the registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940, as amended, are filed herewith.

(a)(4)     Not applicable.

(a)(5)     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 Enhanced Lending Fund

By (Signature and Title)*

 

/s/ Stephen Nesbitt

   

Stephen Nesbitt, President

   

(Principal Executive Officer)

Date

 

June 9, 2025

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

 

June 9, 2025

By (Signature and Title)*

 

/s/ Lance J. Johnson

   

Lance J. Johnson, Treasurer

   

(Principal Financial Officer)

Date

 

June 9, 2025

 

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