Cliffwater LLC: investment adviser

Cliffwater may also provide investment advice for some clients on a broad range of traditional strategies, primarily in connection with its alternative investment services. Cliffwater advises clients on the selection of investments in commingled funds, including coinvestments with those vehicles, and separate accounts that are managed by other investment managers. These vehicles in turn invest in a variety of securities (including U.S. and non-U.S. equity, fixed income, and derivatives) and/or other investments. Cliffwater also advises clients regarding other types of investments, including middle market lending, private equity and real assets investments. Cliffwater tailors its advisory services to the individual needs of its clients based on each client’s specific circumstances and the services the client desires. For example, some clients may select Cliffwater’s non-discretionary advisory services, whereas other clients may choose discretionary advisory services. In addition, some clients may retain Cliffwater to provide advisory services for all of their alternative investments, whereas other clients may retain Cliffwater for one alternative asset category (e.g., private equity funds). Finally, some clients may want a full range of advisory services including strategy, education and research, portfolio construction, investment recommendations, and monitoring and reporting, whereas other clients may want a subset of these services. Cliffwater is the investment adviser to Cliffwater Corporate Lending Fund (“CCLF”), Cliffwater Enhanced Lending Fund (“CELF”), and Cascade Private Capital Fund (“CPCF”), and together, the “Cliffwater Funds”). The Cliffwater Funds are all closed-end management investment companies structured as interval funds and registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Cliffwater is indirectly controlled by Stephen L. Nesbitt, Chief Executive Officer, and indirectly majorityowned by Mr. Nesbitt and certain active employees. Certain entities associated with TA Associates and TPG Inc. (“TPG”) also indirectly own non-controlling interests in Cliffwater. Cliffwater performs its investment advisory services for multiple clients and acts in a manner consistent with its fiduciary obligation to treat all clients in a fair and equitable manner when providing investment advice. Actions taken in the performance of Cliffwater’s investment advisory services for one client may differ from the timing or nature of an action taken for another client depending on the client’s investment objectives and guidelines, legal structure requirements, current portfolio and liquidity needs, readiness for investment and timing of investment opportunities. Therefore, investment results may vary among clients. Non-Discretionary Advisory Services In non-discretionary advisory assignments, Cliffwater seeks to help clients implement an investment portfolio that meets industry best practices, to provide clients with access to top-tier investment opportunities, and to give clients the information necessary to make informed investment decisions. Work may include identifying potential investment opportunities, performing due diligence on investment opportunities, providing advice relating to asset allocation and investment selection, gaining access to investment opportunities, and providing ongoing monitoring of investment portfolios. Client assignments are performed according to a defined scope of services in client contracts.

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Discretionary Advisory Services Cliffwater manages discretionary investment portfolios for which it seeks to select top-tier investment opportunities and to provide investment management and administrative services to implement the desired investment portfolio for the client. Work may include identifying potential investment opportunities, performing due diligence on investment opportunities, providing advice relating to asset allocation, selecting appropriate investments, gaining access to investment opportunities, and providing ongoing monitoring of investment portfolios. Client assignments are performed according to a defined scope of services in client contracts and client-specific investment guidelines. Cliffwater does not participate in wrap fee programs. Cliffwater client invested assets under advisement as of December 31, 2025 are approximately: Non-discretionary advisory services: $24,809,321,401 Discretionary advisory services: $47,962,653,120 Includes assets of Cliffwater clients as of the date hereof. Some information regarding private assets under advisement is provided as of September 30,2025 because some year-end numbers are not available as of the date of this brochure. All other information relating to assets under advisement is provided as of December 31, 2025.. Cliffwater may be engaged by certain clients to conduct due diligence on specified investment opportunities. In these instances, Cliffwater provides investment and/or operations due diligence reports and, in connection with these services, may provide additional proprietary and topical research reports. Cliffwater publishes nine indices, the Cliffwater Direct Lending Index (the “CDLI”), the CDLI: SeniorOnly (the “CDLI-S”), the CDLI: Perpetual (the “CDLI-P”), the CDLI Venture Only (the “CDLI-V”), the CDLI: Upper Middle Market (the “CDLI-UMM”), the CDLI: Lower Middle Market (the “CDLI-LMM”), the CDLI: Unlevered Net of Fees (the “CDLI-U-NOF”), the CDLI: Levered Net of Fees (the “CDLI-L-NOF”), and the CDLI: Perpetual Levered Net of Fees (the “CDLI-P-L-NOF”). The CDLI seeks to measure the unlevered, gross of fee performance of U.S. middle market corporate loans, as represented by the asset-weighted performance of the underlying assets of BDCs, including both exchange-traded and unlisted BDCs, subject to certain eligibility requirements. The CDLI-S follows the same construction methodology as CDLI but only includes loans held by BDCs that have an investment style that Cliffwater has determined focuses on senior secured loans. The CDLI-V follows the same construction methodology as CDLI but only includes loans held by BDCs that have an investment style that Cliffwater has determined focuses on venture loans. In connection with the publication of these indices, Cliffwater operates www.BDCs.com and www.CliffwaterDirectLendingIndex.com. Cliffwater allows third parties to subscribe, for a fee, to the data that makes up the CDLI. The information on these websites, including information regarding the indices, is intended for informational purposes only and should not be construed as an offering of advisory services.

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Fees for these services are negotiated individually based on the scope of the project and are separately billed to the client. While Cliffwater’s fees are individually negotiated, advisory fees for separate account clients generally range from 5 to 50 basis points of assets under advisement or management, depending on the scope of services and size of the engagement. Fixed fees for advisory services and special projects vary based on the nature and complexity of the assignment. Fees for the Cliffwater Funds are set forth in the applicable fund’s prospectus and/or statement of additional information filed with the SEC and available at www.sec.gov. Fees for pooled investment vehicles that Cliffwater manages are typically set up on a fund-by-fund basis, are disclosed in the offering documents, and set out in the organization documents or advisory agreements of those funds or in other agreements with the applicable investors. Deduction of Fees Cliffwater typically bills its separate account clients for fees. These clients can, however, elect to have their fees deducted. Cliffwater deducts its fees from the assets of the Cliffwater Funds, and certain separate account clients. These fees are typically accrued daily and payable monthly in arrears. Other Fees and Expenses Other than travel expenses which may be negotiated as part of the advisory fee arrangement, Cliffwater does not charge any other types of fees or expenses in connection with its advisory services to its separate account clients. In addition to the advisory fees paid to Cliffwater, separate account clients may incur certain fees and expenses imposed by third parties, such as investment managers, custodians, administrators, and broker-dealers. These additional fees and expenses may include professional fees and expenses (e.g., legal and accounting fees and expenses), administrator and custodian fees and expenses, brokerage commissions, and other transaction costs. Further, to the extent that a client’s assets are invested in a fund or separate account managed by an investment manager, clients will bear their share of the fund’s or account’s fees and expenses, which may include management fees, performance-based fees, legal expenses, accounting expenses, audit and tax preparation expenses, organizational expenses, administrator and custodian fees and expenses, brokerage commissions, and other transaction costs. See Item 12. The Cliffwater Funds will generally pay all of their expenses, or reimburse Cliffwater or its affiliates to the extent they have previously paid such expenses on behalf of the fund. The principal categories of fund expenses include:

Organization and Offering Expenses. Any fees and expenses in connection with the organization of the Cliffwater Funds and the offering and issuance of their shares or interests, including reasonable travel, legal and accounting fees, and costs associated with regulatory filings and negotiations.

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Investment-Related Expenses. All fees and expenses directly related to portfolio transactions and positions, including direct and indirect expenses associated with investments and enforcing rights in respect of such investments; quotation or valuation expenses; Cliffwater’s management fee; fees to managers of fund investments; brokerage commissions, dealer spreads and travel; transfer fees; private placement fees; out-of-pocket costs relating to investment transactions (including transactions that are not consummated); and reasonable research and due diligence expenses relating to the identification and selection of investments.

Leverage and Hedging Expenses. Fees on any borrowings or any expenses relating to leverage or indebtedness (including any interest thereon) and expenses associated with entering into agreements for borrowing facilities or hedging transactions.

Professional and Legal Fees. Fees and expenses of outside legal counsel (including foreign legal counsel), accounting, auditing, compliance and tax preparation expenses, and expenses of engaging third-party valuation consultants and agents.

Administrative and Operational Expenses. Administration fees, servicing and similar fees; fees and expenses of any custodian, subcustodian, transfer agent, and registrar; shareholder recordkeeping and account services; expenses of corporate data processing and related services; bank services fees; insurance premiums; and all costs and charges for equipment or services used in communicating information regarding the Cliffwater Funds’ transactions.

Regulatory and Compliance Expenses. All taxes, fees or other governmental charges; expenses of preparing, amending, printing, and distributing the prospectus, reports, notices, and proxy materials; any fees and expenses in connection with seeking exemptive relief from the SEC; and expenses incurred by sub-advisers (if applicable) in responding to legal, administrative, judicial or regulatory actions relating to the Cliffwater Funds.

Governance and Shareholder Expenses. Fees and expenses of the members of the Cliffwater Funds’ board or other governing body who are not employees of Cliffwater or its affiliates; expenses of the Cliffwater Funds’ shareholders’ meetings, including the solicitation of proxies; expenses relating to investor and public relations; fees and expenses in connection with repurchase offers and any repurchases or redemptions of shares; and costs and expenses relating to any amendment of organizational documents.

Other Expenses. Litigation costs and expenses, judgments and settlements directly related to the investments; investment-related software and databases; ad hoc expenses incurred at the specific request of Cliffwater or the board; certain extraordinary expenses as described in the offering documents; and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Cliffwater Funds.

Cliffwater licenses data related to the CDLI and other indexes, for a fee, to third parties. Such fees may be paid as a license fee to Cliffwater based on a subscription agreement or negotiated fee arrangement. Fees Paid in Advance Clients do not currently pay fees in advance. Fees for partial periods are prorated based on the number of days the account was serviced during the period. Clients may terminate their advisory contracts with Cliffwater for cause or upon notice as agreed by contract.

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This research uses internal and external quantitative tools and qualitative analysis for evaluating alternatives investments, including private equity, private debt, hedge funds, real estate, real assets, and liquid alternative investments, and traditional investment strategies. The evaluation relies on information gathered through public sources, information provided by the manager organizations, interviews with personnel within and outside of those organizations, and Cliffwater’s analysis of that information. Areas examined during the due diligence process may include a manager’s investment strategy, risk management processes, investment experience, ownership structure, track record, operations and governance, and references. Cliffwater’s investment strategies depend on the specific investment mandate for which clients have retained Cliffwater. Cliffwater generally takes the following approach when employing its investment strategies: 1) Understand the client’s overall investment objectives, investment policies and guidelines; 2) Recommend long-term allocation strategies to various asset classes, including alternative assets; 3) Advise on or, for a discretionary client, implement a portfolio structure to meet return and risk objectives and diversification in the applicable asset categories; 4) Recommend or, for a discretionary client, select funds or accounts based on thorough due diligence of available opportunities in each asset class applicable for client investment; and 5) Monitor and evaluate client investments through a disciplined monitoring process. Cliffwater advises its clients regarding the particular types of investments mentioned in Item 4 above.

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Material Risks Investing in securities, including an interest in a commingled fund or securities held through a separate account, involves risk of loss that clients should be prepared to bear. Cliffwater’s investment strategies are intended for sophisticated clients who can accept a high degree of risk in their portfolio and can accept a potential loss of their entire investment. No assurances can be given that Cliffwater’s investment strategies will be successful, and investment results may vary substantially over time. Certain risks may arise in connection with Cliffwater’s investment strategies. Clients should consider the following risks:

Based on its internal research and analysis, Cliffwater develops various expectations for returns and risk that are used in its models to help implement its investment strategies. While Cliffwater believes that its research and analysis are reasonable and thorough, no assurances can be given that the underlying assumptions are correct.

Client assets are often invested in funds or accounts sponsored and managed by other investment managers. Therefore, the performance of a fund or account can depend on the skill of the investment manager of the fund or account to identify and consummate suitable investments and to dispose of investments at appropriate times. Clients also face the risk of loss associated with the possibility of personnel of an investment manager misappropriating client assets.

Depending on a client’s mandate, the client’s portfolio may not be diversified among a wide range of types of investments, countries, or industry sectors. Accordingly, a client’s portfolio may be subject to more rapid change in value than would be the case if the client’s portfolio were more diversified and if each investment manager were required to maintain a wider diversification among types of investments.

Investments in private alternative funds are typically illiquid. Generally, the interests in these funds are not registered with any state or federal regulators, and no readily available markets exist for interests in these funds.

In addition to the advisory fees charged by Cliffwater, each fund or account in which a client’s assets are invested may charge a management fee and/or performance fee and may incur expenses. This layering of fees and expenses may reduce the returns generated by a client’s portfolio and, in the aggregate, may be higher than the fees and expenses charged by a fund or account with a single investment manager.

When investing in certain funds, clients may not be given access to information regarding the actual investments made by the investment manager. At any given time, clients may not know the composition of investment managers’ portfolios with respect to the degrees of hedged or directional positions, or the extent of concentration risk or exposure to specific markets.

Multiple clients may hold or acquire positions directly or indirectly in the securities of the same companies. Such investments and transactions may raise potential conflicts of interest for our clients, particularly if different clients are invested in different classes or types of securities or investments of the same company. In that regard, actions may be taken by some clients, either at their own direction or at Cliffwater’s direction, that may be inconsistent, if not adverse to other clients, including, but not limited to, interests in different parts of a company’s capital structure during a restructuring, bankruptcy or other insolvency proceeding or similar matter.

Cliffwater, its investment managers, and their respective service providers are subject to cybersecurity risks, including unauthorized access, data theft, system sabotage, and operational disruption through tactics such as computer viruses, phishing, social engineering, and other cyberattacks. The frequency and sophistication of these threats continue to increase. Cliffwater’s reliance on technology platforms for analytical, financial, accounting, and data processing functions, as well as its dependence on third-party service providers, exposes it and its clients to the risk that a cybersecurity incident could result in financial losses, business disruption, liability, regulatory investigation, or reputational damage. Cliffwater

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maintains cybersecurity policies and procedures, including business continuity plans, designed to mitigate these risks, but there can be no assurance that such measures will be effective against all threats. Costs related to cyber threats may not be fully covered by insurance. Portfolio companies of Cliffwater Funds and other Cliffwater clients also face cybersecurity risks that could impact their value.

General economic conditions may limit Cliffwater’s ability to identify for investment a sufficient number of attractive opportunities in each asset class and may also affect investment results.

The SEC, Congress, state legislatures and governing bodies of non-U.S. jurisdictions could seek to impose greater regulation on the alternative fund industry. It is impossible to predict what, if any, changes in regulation applicable to a fund or investment manager, the markets in which they invest, or the counterparties with which they do business may be instituted in the future. Any such regulation could have a material adverse effect on the profit potential of a fund, as well as require increased transparency as to the identity of its investors.

Pandemics, epidemics, and other widespread health emergencies can adversely impact global commercial activity and contribute to significant volatility in financial markets. Such events, as demonstrated by the COVID-19 pandemic, have the potential to result in financial and economic market uncertainty that could adversely affect the valuations of investments recommended to clients as well as those investments made by the firm on behalf of its clients. The duration and severity of future health emergencies and their effects on investment performance are impossible to predict.

Wars and other international conflicts have caused disruption to global financial systems, trade and transport, among other things. In response, multiple countries have put in place sanctions and other severe restrictions or prohibitions on certain of the countries involved, as well as related individuals and businesses. The ultimate impact of these conflicts and their effect on global economic and commercial activity and conditions, and the operations, financial condition and performance on any particular investment recommended to clients and the duration and severity of those effects, is impossible to predict.

Interest Rate Risk. Changes in interest rates may adversely affect the value of investments held by clients or the Cliffwater Funds. Rising interest rates may reduce the value of existing fixed-rate debt instruments and may increase borrowing costs for portfolio companies. Conversely, declining interest rates may reduce income from floating-rate instruments. Given the Cliffwater Funds’ focus on direct lending and credit investments, changes in the general level of interest rates can have a material impact on net investment income and the valuation of portfolio investments.

Inflation Risk. Inflation may reduce the real value of investment returns. Sustained periods of elevated inflation may adversely affect the financial condition and creditworthiness of portfolio companies, increase operating costs, and reduce the purchasing power of income distributions received by investors. The ability of borrowers to service their debt obligations may be impaired during periods of high inflation, particularly if revenues do not keep pace with rising costs.

Interval Fund Liquidity Risk. The Cliffwater Funds are structured as interval funds and do not list their shares on any securities exchange. There is no secondary market for shares of the Cliffwater Funds and none is expected to develop. Shareholders of the Cliffwater Funds do not have the right to redeem their shares on a daily basis. Instead, the Cliffwater Funds periodically offer to repurchase a limited percentage of their outstanding shares at net asset value (typically 5% per quarter). If the number of shares tendered for repurchase exceeds the repurchase offer amount, the Cliffwater Fund may repurchase shares on a pro rata basis, and shareholders may not be able to have all of their tendered shares repurchased. As a result, an investor may not be able to sell or otherwise liquidate their investment in a Cliffwater Fund at the time or in the amount desired.

NAV Valuation Risk. Because shares of the Cliffwater Funds are not listed on an exchange, their price is based on the Cliffwater Fund’s net asset value as determined by the fund’s

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administrator, with input from Cliffwater and, where applicable, third-party valuation agents. Many of the investments held by the Cliffwater Funds are illiquid and do not have readily available market prices. Valuations of such investments involve significant judgment, and the actual amounts ultimately realized upon the sale or disposition of investments may differ materially from their stated values. In addition, subject to compliance with a client’s investment policies and guidelines, Cliffwater may recommend an investment manager’s investment program that includes the following potential risks:

Certain funds or accounts in which a client’s assets are invested may seek to enhance returns through the use of leverage. Leverage magnifies both the favorable and unfavorable effects of price movements in the investments of a fund or account, which may subject a client’s investment to a substantial risk of loss. In addition, an underlying portfolio investment may be leveraged, which will increase the exposure of the investment to adverse economic factors such as rising interest rates, downturns in the economy, or deteriorations in the condition of the investment or its industry sector.

Certain funds or accounts in which a client’s assets are invested may trade derivatives, which are financial instruments that derive their performance, at least in part, from the performance of an underlying asset (e.g., a stock, commodity or interest rate). Derivatives can be volatile and involve various types and degrees of risk, depending upon the characteristics of the particular derivative and the portfolio as a whole.

Certain investments may have no readily available market or third-party pricing. Reduced liquidity may have an adverse impact on market price and the investment manager’s ability to sell particular investments when necessary to meet liquidity needs or in response to a specific economic event.

In light of the illiquid nature of certain investments, any valuation made by an investment manager of those investments may be based on the investment manager’s determination as to the fair value of those investments. There can be no assurance that the values assigned by an investment manager to investments will equal or approximate the prices at which they may be sold or otherwise liquidated or disposed of from time to time.

Non-U.S. investments can involve additional risks relating to political, economic, or regulatory conditions in foreign countries. These risks include fluctuations in foreign currencies; withholding or other taxes; trading, settlement, custodial, and other operational risks; and the less stringent investor protection and disclosure standards of some foreign markets. All of these factors can make non-U.S. investments, especially those in emerging markets, more volatile and potentially less liquid than U.S. investments.

The Cliffwater Funds may incur leverage by “borrowing,” including making borrowings through one or more special purpose vehicles (“SPVs”) that are wholly-owned subsidiaries of the applicable fund. Certain fund investments may be held by these SPVs. The use of leverage increases both risk of loss and profit potential. The interests of persons with whom the Cliffwater Funds (or SPVs that are wholly-owned subsidiaries of the funds) enter into leverage arrangements will not necessarily be aligned with the interests of the shareholders or interest holders and such persons will have claims on the Cliffwater Funds’ assets that are senior to those of their shareholders or interest holders. In addition to the risks created by the Cliffwater Funds’ use of leverage, a fund that uses leverage is subject to the additional risk that it would be unable to timely, or at all, obtain leverage borrowing. The Cliffwater Funds that use leverage might also be required to de-leverage, selling securities at a potentially inopportune time and incurring tax consequences. Further, their ability to generate income from the use of leverage would be adversely affected.

The foregoing list of risk factors is not intended to be a complete list of all the risks involved in a decision to retain Cliffwater for investment advisory services or to invest in pooled investment vehicles managed by Cliffwater.

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Cliffwater may on occasion conduct due diligence on and recommend investments in funds whose firms may be affiliated with its clients. See Item 10.

TPG is a global alternative asset management firm with investments spanning private equity, credit, real estate, and impact strategies. The portfolio companies of each of TA Associates and TPG may from time to time be borrowers from, or seek financing through, direct lending funds or vehicles in which Cliffwater's clients have invested. In such circumstances, a potential conflict of interest may arise between Cliffwater's obligation to act in the best interests of its clients and the interests of TA Associates and TPG as indirect owners of Cliffwater. Cliffwater seeks to manage this conflict by evaluating all investment opportunities on their merits and in accordance with its allocation and conflicts policies, without regard to any relationship with TA Associates or TPG. Other than Cliffwater’s serving as the investment adviser to the Cliffwater Funds; the arrangements with Foreside Fund Services, LLC described above; and the relationships with Cliffwater Investments and TA Associates described above, neither Cliffwater nor any of its management persons has a relationship or arrangement with any related person of the type listed below that is material to its advisory business or to its clients:

Broker-dealer, municipal securities dealer, or government securities dealer or broker-dealer

Investment company or other pooled investment vehicle (including a mutual fund, closed-end investment company, unit investment trust, private investment company or “hedge fund,” and offshore fund)

Other investment adviser or financial planner

Futures commission merchant, commodity pool operator, or commodity trading advisor

Banking or thrift institution

Accountant or accounting firm

Lawyer or law firm

Insurance company or agency

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Pension consultant

Real estate broker or dealer

Sponsor or syndicator of limited partnerships

Investment Advisers Cliffwater does not receive fees or any other compensation from investment advisers or other service providers for fund selections and recommendations made to its clients. Cliffwater has a small number of clients who are investment advisers or who are affiliated with investment advisers. Cliffwater provides advisory services to these clients similar to the advisory services it provides to its other clients and, accordingly, receives standard advisory fees from these investment adviser or investment adviser-affiliated clients. Some of these clients or their affiliates offer products and services to their own clients or to investors in funds that they manage. In the limited circumstances in which an affiliation exists between a fund selected or recommended for a client’s portfolio and one of Cliffwater’s investment adviser or investment adviser-affiliated clients, Cliffwater will advise the client of the affiliation and will endeavor to ensure that any such recommendation or selection is made in the best interests of the client. In addition, Cliffwater may have a commercial relationship with an investment manager who advises on a fund selected or recommended for a client’s portfolio. Cliffwater may engage such a manager to advise or sub-advise on one or more pooled investment vehicles that Cliffwater may sponsor and/or advise in the future. In these limited circumstances, Cliffwater will endeavor to ensure that any such recommendation or selection is made in the best interests of the client. For the avoidance of doubt, as stated above, Cliffwater does not receive fees or any other compensation from investment advisers or other service providers for fund selections and recommendations made to its clients.

Cliffwater employees must conduct their personal investing activities in a manner to avoid actual or potential conflicts of interest with Cliffwater clients and Cliffwater itself. Employees may not use their position with Cliffwater, or any investment opportunities they learn of because of their position with Cliffwater, to the detriment of Cliffwater’s clients and/or Cliffwater itself. In order to monitor securities transactions, including prohibited transactions, Cliffwater has adopted procedures for employees to follow that are outlined in Cliffwater’s Code of Ethics. These procedures include pre-clearance approval for personal trading transactions involving IPOs, private placements, securities issued by clients, shares of advised or sub-advised open-end or closed-end funds, and other securities placed on a restricted list, as well as regular reporting and review of securities trades and holdings.

publicly-traded securities for clients, Cliffwater considers a number of factors, including the ability to effect prompt and reliable executions at favorable prices, the operational efficiency with which transactions are effected (taking into account the order size and difficulty of execution), the financial strength, integrity and stability of the broker, and the competitiveness of commission rates in comparison with other brokers. Cliffwater is not required to weigh any of these factors equally. When an investment opportunity is appropriate for one or more Cliffwater clients, Cliffwater seeks to ensure that such opportunity is allocated among all clients, both funds and separate accounts and non-discretionary and discretionary, on a pro rata basis or such other basis as Cliffwater determines to be fair and equitable in accordance with its allocation policies. Research and Other Soft Dollar Benefits: Cliffwater does not receive research or other products or services (other than execution) from a broker-dealer or a third party in connection with client securities transactions. Brokerage for Client Referrals: Cliffwater does not consider, in selecting broker-dealers, whether Cliffwater or a related person receives client referrals from a broker-dealer or third party. Directed Brokerage: Under certain circumstances, Cliffwater may permit a client to direct Cliffwater to execute the client’s trades with a specified broker-dealer. Although Cliffwater attempts to effect these transactions in a manner consistent with its policy of seeking best execution, there may be occasions where it is unable to do so, in which case Cliffwater will continue to comply with the client’s directions. A client who directs Cliffwater to direct brokerage to a particular broker-dealer to effect transactions should consider whether this designation may result in certain costs or disadvantages to the client. These costs may include higher brokerage commissions (because Cliffwater may not be able to aggregate orders to reduce transaction costs) and potentially less favorable execution of transactions. The commissions charged to clients that direct Cliffwater to execute the client’s trades through a specified broker-dealer may in some transactions be materially different than those of clients who do not direct the execution of their trades. Order Aggregation: Consistent with its best execution obligations, when Cliffwater purchases or sells the same publicly-traded security for more than one client account, it will generally seek to aggregate such orders for execution as a single transaction, if possible. Cliffwater may aggregate in the same transaction orders for the accounts of several clients (i) having the same brokerage firm or custodian or (ii) where Cliffwater has brokerage discretion. By aggregating orders, Cliffwater may be able to obtain a more favorable price or a better commission rate based upon the volume of a particular transaction. Such orders, upon execution, will generally be allocated to specific accounts on a pro rata average price basis. Although Cliffwater may only aggregate client orders when doing so would result in a better overall price for client trades, order aggregation may operate to a particular account’s disadvantage in some cases. In cases where (i) the client directs Cliffwater to utilize the services of a certain broker or (ii) trading or investment restrictions are placed on a client’s account, Cliffwater may be precluded from aggregating that client’s transaction with others. In these cases, the client may pay a higher commission rate or receive less favorable prices than clients who are able to participate in an aggregated order. Trade Errors: Cliffwater reviews trade errors individually to determine the appropriate resolution. If a trade error occurs due to Cliffwater’s actions, the resulting gain or loss will typically be attributed to the affected Cliffwater clients. However, if Cliffwater concludes that gross negligence, willful misconduct, or fraud directly caused the error, Cliffwater will generally reimburse clients for any losses incurred. This process may involve inherent conflicts of interest, as Cliffwater is responsible for determining whether an error should result in client reimbursement or be absorbed by the clients themselves. When a trade error results from the actions of a third party—such as a sub-adviser, broker, or other service provider—Cliffwater may pursue recovery from the responsible party but is under no obligation to do so. Cliffwater does not guarantee compensation in these circumstances, either from itself or any third party.

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Trade errors are typically defined as mistakes in the initiation, execution, or settlement of transactions. Examples may include, but are not limited to:

Buying or selling a different quantity of securities than intended;

Executing a sale when a purchase was intended, or vice versa;

Trading the wrong security or instrument;

Executing a trade in the correct security but for the wrong client.

Cliffwater may acquire confidential or material non-public information or be restricted from initiating transactions in certain securities by virtue of its investment management activities, and such restrictions may result in an account being unable to take certain actions in its best interest (which may include not being able to initiate a transaction that it otherwise might have initiated and not being able to sell an investment that it otherwise might have sold). Additionally, Cliffwater may in some instances seek to avoid the receipt of material non-public information about the issuers of loans and other investments (including the issuer itself), and Cliffwater’s decision not to receive such material nonpublic information may disadvantage certain accounts. An account may be subject to these risks without receiving the benefits of the other Cliffwater accounts giving rise to these restrictions.

Interim investment reviews can be triggered by significant market events or other significant changes affecting the managers or their funds or separate accounts. Unless otherwise agreed to with a particular client, Cliffwater distributes to clients monthly and/or quarterly written reports on their investment portfolios, which typically include a quantitative and qualitative analysis of individual investments and their portfolios as a whole. Information contained in these reports may be obtained from periodic reports and financial statements of the underlying investments and/or the client’s custodian. Cliffwater’s clients also have access to a passwordprotected website, which generally provides clients with ongoing access to research, analytics, and reporting. There are certain clients that engage Cliffwater primarily for asset allocation and portfolio construction services. For these clients, Cliffwater typically does not monitor their client accounts, provide written reports on their investment portfolios, and/or provide them with access to a password-protected website.

Cliffwater will not put its own interests ahead of those of any of its clients and will seek to 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 voting for or against any particular matter or abstaining. 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.

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Upon the request by a client, Cliffwater will disclose to such client how it voted securities owned by such client. Clients may also contact Cliffwater via email or telephone to request a copy of its proxy voting policies and procedures. For investments in 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 (including in situations where a client has a seat on an advisory board), the Cliffwater representative will take appropriate action to resolve the conflict which may include voting for or against any particular matter or abstaining.