Document And Entity Information
Document And Entity Information | 6 Months Ended |
Sep. 30, 2023 | |
Document Information [Line Items] | |
Entity Registrant Name | Cliffwater Corporate Lending Fund |
Document Type | N-CSRS/A |
Amendment Flag | true |
Amendment Description | The Registrant is filing this amendment to its Form N-CSRS for the period ended September 30, 2023, originally filed with the U.S. Securities and Exchange Commission on December 8, 2023 (Accession Number 0001213900-23-094373), and amended on March 28, 2024 (Accession Number 0001213900-24-027119) (together, the “Original Filings”). The purpose of this amendment is to include updated executed certifications. Except the dates included on the signature page and the certifications required by Rule 30a-2(a) and Rule 30a-2(b), the amendment does not amend, update or change any other information or disclosures contained in the Original Filings. |
Entity Central Index Key | 0001735964 |
Document Period End Date | Sep. 30, 2023 |
N-2
N-2 | 6 Months Ended |
Sep. 30, 2023 | |
Cover [Abstract] | |
Entity Central Index Key | 0001735964 |
Amendment Flag | true |
Amendment Description | The Registrant is filing this amendment to its Form N-CSRS for the period ended September 30, 2023, originally filed with the U.S. Securities and Exchange Commission on December 8, 2023 (Accession Number 0001213900-23-094373), and amended on March 28, 2024 (Accession Number 0001213900-24-027119) (together, the “Original Filings”). The purpose of this amendment is to include updated executed certifications. Except the dates included on the signature page and the certifications required by Rule 30a-2(a) and Rule 30a-2(b), the amendment does not amend, update or change any other information or disclosures contained in the Original Filings. |
Document Type | N-CSRS/A |
Entity Registrant Name | Cliffwater Corporate Lending Fund |
Financial Highlights [Abstract] | |
Senior Securities [Table Text Block] | Series Principal Payment Unamortized Interest Rate Carrying Fair Value Fixed Effective Maturity Date A $ 650,000,000 Semi-Annual $ 64,055 $ 39,591,446 $ 610,344,499 $ 584,985,112 4.10% 5.24% March 28, 2027 A 250,000,000 Semi-Annual 23,480 10,846,247 239,130,273 224,994,274 4.10% 4.89% March 28, 2027 B 215,000,000 Semi-Annual 788,693 7,174,100 207,037,207 207,707,682 5.44% 6.62% July 19, 2025 C 130,000,000 Semi-Annual 547,034 5,642,615 123,810,351 124,152,631 5.50% 6.77% July 19, 2026 D 10,000,000 Semi-Annual 42,077 428,962 9,528,961 9,550,202 5.50% 7.05% July 19, 2026 E 130,000,000 Semi-Annual 588,054 6,898,101 122,513,845 122,529,261 5.61% 6.77% July 19, 2027 F 160,000,000 Semi-Annual 780,340 11,728,587 147,491,073 147,011,321 5.72% 7.13% July 19, 2029 G 40,000,000 Semi-Annual 195,087 2,923,374 36,881,539 36,752,830 5.72% 7.43% July 19, 2029 H 34,000,000 Semi-Annual 230,718 374,292 33,394,990 33,785,050 7.06% 7.89% December 6, 2025 I 95,000,000 Semi-Annual 1,100,826 1,476,844 92,422,330 94,127,563 7.10% 8.23% December 6, 2027 I 10,000,000 Semi-Annual 73,628 157,371 9,769,001 9,908,165 7.10% 7.05% December 6, 2027 J 141,000,000 Semi-Annual 1,898,359 3,253,514 135,848,127 138,982,291 7.17% 8.38% December 6, 2029 K 115,200,000 Semi-Annual 903,950 1,719,010 112,577,040 113,951,883 6.75% 7.98% August 4, 2026 L 304,800,000 Semi-Annual 2,440,089 8,784,867 293,575,044 298,471,749 6.77% 8.28% August 4, 2028 M 114,000,000 Semi-Annual 920,361 5,168,524 107,911,115 110,169,180 6.81% 8.46% August 4, 2030 N 66,000,000 Semi-Annual 536,197 4,443,098 61,020,705 62,892,531 6.99% 8.70% August 4, 2033 Total $ 2,465,000,000 $ 11,132,948 $ 110,610,952 $ 2,343,256,100 $ 2,319,971,725 |
Senior Securities, Note [Text Block] | Senior Notes (the “Notes”) On March 29, 2022, the Fund issued Series A Senior Secured Notes in a private placement to qualified institutional purchasers in the aggregate principal amount of $650 million, maturing on March 28, 2027. On June 7, 2022, the Fund issued additional Series A notes in a private placement to qualified institutional purchasers in the aggregate principal amount of $250 million, maturing on March 28, 2027. On July 22, 2022, the Fund issued Series B, Series C, Series E and Series F notes in a private placement to qualified institutional purchasers in the aggregate principal amount of $635 million with various maturities. On September 29, 2022, the Fund issued Series D and Series G notes in a private placement to qualified institutional purchasers in the aggregate principal amount of $50 million with various maturities. On December 6, 2022, the Fund issued Series H, Series I and Series J notes in a private placement to qualified institutional purchasers in the aggregate principal amount of $270 million with various maturities. On January 5, 2023, the Fund issued additional Series I notes in a private placement to qualified institutional purchasers in the aggregate principal amount of $10 million maturing on December 6, 2027. On August 4, 2023, the Fund issued Series K, Series L, Series M and Series N notes in a private placement to qualified institutional purchasers in the aggregate principal amount of $600 million with various maturities. The obligations of the Fund and each of the Guarantors under the Facility and the Notes are secured by a first -priority In connection with the Notes, the Fund entered into interest rate swaps to more closely align the interest rates of its liabilities with its investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreements, the Fund receives a fixed interest rate and pays a floating interest rate of daily simple SOFR plus various spreads as disclosed on the consolidated schedule of swap contracts on notional amounts equal to the principal outstanding of the Notes. The Fund designated the interest rate swaps as the hedging instruments in effective hedge accounting relationships. See Notes 10 and 11 for more information regarding the interest rate swaps. The table below sets forth a summary of the key terms of the series of Notes outstanding at September 30, 2023. Series Principal Payment Unamortized Interest Rate Carrying Fair Value Fixed Effective Maturity Date A $ 650,000,000 Semi-Annual $ 64,055 $ 39,591,446 $ 610,344,499 $ 584,985,112 4.10% 5.24% March 28, 2027 A 250,000,000 Semi-Annual 23,480 10,846,247 239,130,273 224,994,274 4.10% 4.89% March 28, 2027 B 215,000,000 Semi-Annual 788,693 7,174,100 207,037,207 207,707,682 5.44% 6.62% July 19, 2025 C 130,000,000 Semi-Annual 547,034 5,642,615 123,810,351 124,152,631 5.50% 6.77% July 19, 2026 D 10,000,000 Semi-Annual 42,077 428,962 9,528,961 9,550,202 5.50% 7.05% July 19, 2026 E 130,000,000 Semi-Annual 588,054 6,898,101 122,513,845 122,529,261 5.61% 6.77% July 19, 2027 F 160,000,000 Semi-Annual 780,340 11,728,587 147,491,073 147,011,321 5.72% 7.13% July 19, 2029 G 40,000,000 Semi-Annual 195,087 2,923,374 36,881,539 36,752,830 5.72% 7.43% July 19, 2029 H 34,000,000 Semi-Annual 230,718 374,292 33,394,990 33,785,050 7.06% 7.89% December 6, 2025 I 95,000,000 Semi-Annual 1,100,826 1,476,844 92,422,330 94,127,563 7.10% 8.23% December 6, 2027 I 10,000,000 Semi-Annual 73,628 157,371 9,769,001 9,908,165 7.10% 7.05% December 6, 2027 J 141,000,000 Semi-Annual 1,898,359 3,253,514 135,848,127 138,982,291 7.17% 8.38% December 6, 2029 K 115,200,000 Semi-Annual 903,950 1,719,010 112,577,040 113,951,883 6.75% 7.98% August 4, 2026 L 304,800,000 Semi-Annual 2,440,089 8,784,867 293,575,044 298,471,749 6.77% 8.28% August 4, 2028 M 114,000,000 Semi-Annual 920,361 5,168,524 107,911,115 110,169,180 6.81% 8.46% August 4, 2030 N 66,000,000 Semi-Annual 536,197 4,443,098 61,020,705 62,892,531 6.99% 8.70% August 4, 2033 Total $ 2,465,000,000 $ 11,132,948 $ 110,610,952 $ 2,343,256,100 $ 2,319,971,725 The Notes are fair valued using an income approach and classified as level 3 in the fair value hierarchy. The discount rates used ranged from 7.19% to 7.71%. The Fund shall at all times maintain a current rating given by a Nationally Recognized Statistical Rating Organization (an “NRSRO”) of at least Investment Grade with respect to the Notes and shall not at any time have any rating given by a NRSRO of less than Investment Grade with respect to the Notes. In keeping with the Investment Company Act requirement that the Fund may not issue more than one class of senior securities constituting indebtedness, the Facility and Notes rank pari passu with each other, and the lien on the Fund’s assets securing the Notes is equal and ratable with the lien securing the Facility. The Facility and Notes are senior in all respects to the Fund’s outstanding shares with respect to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Fund. The Fund complies with Section 8 and Section 18 of the Investment Company Act, governing investment policies and capital structure and leverage, respectively, on an aggregate basis with the Guarantors. The Guarantors also comply with Section 17 of the Investment Company Act relating to affiliated transactions and custody. |
General Description of Registrant [Abstract] | |
Investment Objectives and Practices [Text Block] | The Fund’s primary investment objective is to seek consistent current income, while the Fund’s secondary objective is capital preservation. Under normal market conditions, the Fund seeks to achieve its investment objectives by investing at least 80% of its assets (net assets, plus any borrowings for investment purposes) in loans to companies (“corporate loans”). The Fund’s corporate loan investments are made through a combination of: (i) investing in loans to companies that are originated directly by a non -bank -through -backed -like -U |
Risk [Text Block] | Principal Risks Debt Securities Under normal market conditions, the Fund expects to primarily invest in debt and debt -related Borrowing, Use of Leverage The Fund may leverage its investments by “borrowing,” use of swap agreements, options or other derivative instruments, use of short sales or issuing preferred stock or preferred debt. The use of leverage increases both risk and profit potential. The Fund expects that under normal business conditions it will utilize a combination of the leverage methods described above. The Fund is subject to the Investment Company Act requirement that an investment company limit its borrowings to no more than 50% of its total assets for preferred stock or preferred debt and 33 1/3% of its total assets for debt securities, including amounts borrowed, measured at the time the investment company incurs the indebtedness. Although leverage may increase profits, it exposes the Fund to credit risk, greater market risks and higher current expenses. The effect of leverage with respect to any investment in a market that moves adversely to such investment could result in a loss to the investment portfolio of the Fund that would be substantially greater than if the investment were not leveraged. Also, access to leverage and financing could be impaired by many factors, including market forces or regulatory changes, and there can be no assurance that the Fund will be able to secure or maintain adequate leverage or financing. The ability of the Fund to transact business with any one or number of counterparties, the lack of any independent evaluation of such counterparties’ financial capabilities and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Fund. Margin borrowings and transactions involving forwards, swaps, futures, options and other derivative instruments could result in certain additional risks to the Fund. In such transactions, counterparties and lenders will likely require the Fund to post collateral to support its obligations. Should the securities and other assets pledged as collateral decline in value or should brokers increase their maintenance margin requirements (i.e., reduce the percentage of a position that can be financed), the Fund could be subject to a “margin call,” pursuant to which it must either deposit additional funds with the broker or suffer mandatory liquidation of the pledged assets to compensate for the decline in value. In the event of a precipitous drop in the value of pledged securities, the Fund might not be able to liquidate assets quickly enough to pay off the margin debt or provide additional collateral and may suffer mandatory liquidation of positions in a declining market at relatively low prices, thereby incurring substantial losses. 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 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, 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 LIBOR Discontinuation Risk LIBOR has been used extensively in the U.S. and globally as a “benchmark” or “reference rate” for various commercial and financial contracts, including corporate and municipal bonds, bank loans, asset -backed -related The ICE Benchmark Administration Limited, the administrator of LIBOR, ceased publishing most LIBOR tenors, including some U.S. dollar LIBOR tenors, on December 31, 2021, and ceased publishing the remaining and most liquid U.S. dollar LIBOR tenors on June 30, 2023. As a result, many market participants have transitioned to the use of alternative reference or benchmark rates prior to the applicable LIBOR publication cessation date. The UK Financial Conduct Authority has announced that it will require the publication of synthetic LIBOR for the one -month -month -month 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 -based -setting -setting -based -issued Specifically, the transition to one or more alternate Benchmark Rate(s), and the implementation of such new Benchmark Rate(s) may impact a number of factors, which, either alone or in the aggregate, may cause a material adverse effect on the Fund’s performance and ability to achieve its investment objective. Such factors include, without limitation: (i) the administration and/or management of portfolio of investments, including (a) cost of funding or other operational or administrative costs, (b) costs incurred to transition to and implement a substitute index or Benchmark Rate(s) for purposes of calculating interest, (c) costs of negotiating with counterparties with respect to an acceptable replacement calculation and potential amendments to existing debt instruments or credit facilities currently utilizing LIBOR to determine interest rates, and/or (d) costs of potential disputes and/or litigation regarding interest calculation, loan value, appropriateness or comparability of any new Benchmark Rate(s) or any other dispute over terms relating to or arising from any of the foregoing; (ii) the availability (or lack thereof) of potential investments in the market during the transition period; (iii) the time periods necessary to make investments and deploy capital during the transition period; (iv) the calculation and value of investments and overall cash flows, profitability and performance; (v) the liquidity of investments in the secondary market or otherwise, and the asset -liability SOFR RISK SOFR is intended to be 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 -weighted 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 -looking -risk -term -based -month -based -based 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 |
Effects of Leverage [Text Block] | Borrowing, Use of Leverage On March 29, 2022, the Fund and certain of its wholly -owned -year In connection with the Facility and Notes (discussed below under “Senior Notes”), 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 Facility and Notes each contain 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; or (iii) a change of management of the Fund. Upon the occurrence and during the continuation of an event of default, the Lenders or Note holders may declare the outstanding advances and all other obligations under the Facility and the Notes, respectively, immediately due and payable or incur a default rate of interest. The Facility and/or Notes may in the future be replaced or refinanced by entering into one or more new credit facilities or by the issuance of new debt securities, in each case having substantially different terms from the current Facility and Notes. For the six months ended September 30, 2023, the average balance outstanding, maximum amount borrowed and weighted average interest rate under the Term Loan were $474,043,716, $500,000,000 and 7.21%, respectively. For the six months ended September 30, 2023, the average balance outstanding, maximum amount borrowed and weighted average interest rate under the Revolving Loan were $998,573,770, $1,415,000,000 and 7.25%, respectively. In addition, the interest rate at period end on the Term Loan and Revolving Loan were 7.54% and 7.47%, respectively. The interest expense during the six months ended September 30, 2023, was $55,403,426. Commitment fees incurred are prepaid and amortized over the term of the loan. For the six months ended September 30, 2023, commitment fees were $1,624,608. Unused commitment fees for the six months ended September 30, 2023, were $529,000. 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 -third -owned -leverage |
Capital Stock, Long-Term Debt, and Other Securities [Abstract] | |
Capital Stock [Table Text Block] | Capital Stock The Fund is authorized as a Delaware statutory trust to issue an unlimited number of Shares in one or more classes, with a par value of $0.001. The minimum initial investment in Class I Shares by any investor is $10 million. However, the Fund, in its sole discretion, may accept investments below this minimum with respect to Class I Shares. Shares may be purchased by principals and employees of the Investment Manager or its affiliates and their immediate family members without being subject to the minimum investment requirements. Class I Shares are not subject to any initial sales charge. Shares will generally be offered for purchase on each business day at NAV per share, except that Shares may be offered more or less frequently as determined by the Board in its sole discretion. The Board may also suspend or terminate offerings of Shares at any time. A shareholder whose Shares (or a portion thereof) are repurchased by the Fund will not be entitled to a return of any sales charge that was charged in connection with the shareholder’s purchase of the Shares. Pursuant to Rule 23c -3 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 six months ended September 30, 2023 are as follows: Commencement Date April 13, 2023 July 13, 2023 Repurchase Request May 15, 2023 August 14, 2023 Repurchase Pricing date May 15, 2023 August 14, 2023 Net Asset Value as of Repurchase Offer Date Class I $ 10.55 $ 10.61 Amount Repurchased Class I $ 426,176,095 $ 209,099,616 Percentage of Outstanding Shares Repurchased Class I 3.67% 1.63% |
Security Dividends [Text Block] | The minimum initial investment in Class I Shares by any investor is $10 million. |
Long Term Debt [Table Text Block] | Secured Borrowings From time to time, the Fund may engage in sale/buy -back -by-transaction -back |
Outstanding Securities [Table Text Block] | unlimited |
Debt Securities [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Debt Securities Under normal market conditions, the Fund expects to primarily invest in debt and debt -related |
Borrowing, Use of Leverage [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | Borrowing, Use of Leverage The Fund may leverage its investments by “borrowing,” use of swap agreements, options or other derivative instruments, use of short sales or issuing preferred stock or preferred debt. The use of leverage increases both risk and profit potential. The Fund expects that under normal business conditions it will utilize a combination of the leverage methods described above. The Fund is subject to the Investment Company Act requirement that an investment company limit its borrowings to no more than 50% of its total assets for preferred stock or preferred debt and 33 1/3% of its total assets for debt securities, including amounts borrowed, measured at the time the investment company incurs the indebtedness. Although leverage may increase profits, it exposes the Fund to credit risk, greater market risks and higher current expenses. The effect of leverage with respect to any investment in a market that moves adversely to such investment could result in a loss to the investment portfolio of the Fund that would be substantially greater than if the investment were not leveraged. Also, access to leverage and financing could be impaired by many factors, including market forces or regulatory changes, and there can be no assurance that the Fund will be able to secure or maintain adequate leverage or financing. The ability of the Fund to transact business with any one or number of counterparties, the lack of any independent evaluation of such counterparties’ financial capabilities and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Fund. Margin borrowings and transactions involving forwards, swaps, futures, options and other derivative instruments could result in certain additional risks to the Fund. In such transactions, counterparties and lenders will likely require the Fund to post collateral to support its obligations. Should the securities and other assets pledged as collateral decline in value or should brokers increase their maintenance margin requirements (i.e., reduce the percentage of a position that can be financed), the Fund could be subject to a “margin call,” pursuant to which it must either deposit additional funds with the broker or suffer mandatory liquidation of the pledged assets to compensate for the decline in value. In the event of a precipitous drop in the value of pledged securities, the Fund might not be able to liquidate assets quickly enough to pay off the margin debt or provide additional collateral and may suffer mandatory liquidation of positions in a declining market at relatively low prices, thereby incurring substantial losses. |
Economic Downturn or Recession and Other Market Disruptions [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | 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 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, 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 |
LIBOR Discontinuation Risk [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | LIBOR Discontinuation Risk LIBOR has been used extensively in the U.S. and globally as a “benchmark” or “reference rate” for various commercial and financial contracts, including corporate and municipal bonds, bank loans, asset -backed -related The ICE Benchmark Administration Limited, the administrator of LIBOR, ceased publishing most LIBOR tenors, including some U.S. dollar LIBOR tenors, on December 31, 2021, and ceased publishing the remaining and most liquid U.S. dollar LIBOR tenors on June 30, 2023. As a result, many market participants have transitioned to the use of alternative reference or benchmark rates prior to the applicable LIBOR publication cessation date. The UK Financial Conduct Authority has announced that it will require the publication of synthetic LIBOR for the one -month -month -month 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 -based -setting -setting -based -issued Specifically, the transition to one or more alternate Benchmark Rate(s), and the implementation of such new Benchmark Rate(s) may impact a number of factors, which, either alone or in the aggregate, may cause a material adverse effect on the Fund’s performance and ability to achieve its investment objective. Such factors include, without limitation: (i) the administration and/or management of portfolio of investments, including (a) cost of funding or other operational or administrative costs, (b) costs incurred to transition to and implement a substitute index or Benchmark Rate(s) for purposes of calculating interest, (c) costs of negotiating with counterparties with respect to an acceptable replacement calculation and potential amendments to existing debt instruments or credit facilities currently utilizing LIBOR to determine interest rates, and/or (d) costs of potential disputes and/or litigation regarding interest calculation, loan value, appropriateness or comparability of any new Benchmark Rate(s) or any other dispute over terms relating to or arising from any of the foregoing; (ii) the availability (or lack thereof) of potential investments in the market during the transition period; (iii) the time periods necessary to make investments and deploy capital during the transition period; (iv) the calculation and value of investments and overall cash flows, profitability and performance; (v) the liquidity of investments in the secondary market or otherwise, and the asset -liability |
SOFR RISK [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | SOFR RISK SOFR is intended to be 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 -weighted 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 -looking -risk -term -based -month -based -based |
Limited Liquidity [Member] | |
General Description of Registrant [Abstract] | |
Risk [Text Block] | 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 |