N-2 | Jul. 29, 2024 USD ($) shares |
Cover [Abstract] | | |
Entity Central Index Key | 0001864609 | |
Amendment Flag | false | |
Document Type | 424B3 | |
Entity Registrant Name | Cascade Private Capital Fund | |
Fee Table [Abstract] | | |
Shareholder Transaction Expenses [Table Text Block] | Class I Maximum Sales Load None Maximum Early Repurchase Fee (as a percentage of repurchased amount) 0.00% | |
Other Transaction Expenses [Abstract] | | |
Annual Expenses [Table Text Block] | ANNUAL EXPENSES (as a percentage of net assets attributable to Shares) Management Fee (1) 1.40% Other Expenses (2) 0.27% Acquired Fund Fees and Expenses (3) 0.69% Total Annual Fund Operating Expenses 2.36% Fee Waiver (4) (1.40)% Total Annual Fund Operating Expenses after Fee Waiver 0.96% (1) (2) (3) -based -based -based (4) | |
Other Annual Expenses [Abstract] | | |
Expense Example [Table Text Block] | You Would Pay the Following 1 Year 3 Years 5 Years 10 Years Class I Shares $ 10 $ 60 $ 113 $ 259 | |
Purpose of Fee Table , Note [Text Block] | The purpose of the table above is to assist prospective investors in understanding the various fees and expenses Shareholders will bear directly or indirectly. For a more complete description of the various fees and expenses of the Fund, see “Management Fee,” “Fund Expenses,” “Repurchase of Shares by the Fund” and “Purchasing Shares.” | |
Other Expenses, Note [Text Block] | “Other Expenses” are estimated for the Fund’s current fiscal year. “Other Expenses” include, among other things, professional fees and other expenses that the Fund will bear, including ongoing offering costs and fees and expenses of the Administrator, transfer agent and the Fund’s Custodian. | |
Acquired Fund Fees and Expenses, Note [Text Block] | Shareholders also indirectly bear a portion of the asset -based -based -based | |
General Description of Registrant [Abstract] | | |
Investment Objectives and Practices [Text Block] | Investment Objective and Strategies Investment Objective The Fund’s investment objective is to generate long -term -adjusted Except as otherwise indicated, the Fund may change its investment objective and any of its investment policies, restrictions, strategies, and techniques without Shareholder approval. The investment objective of the Fund is not a fundamental policy of the Fund and may be changed by the Board without the vote of a majority (as defined by the 1940 Act) of the Fund’s outstanding Shares. The Fund will notify Shareholders of any changes to its investment objective or any of its investment policies, restrictions, strategies or techniques. Investment Strategies Private Capital refers to investments into the equity and/or debt of private companies. Private Capital investments can follow a variety of strategies including, without limitation, equity investments in which a mature company is acquired from current shareholders (“Buyouts”), equity investments in early stage or other high growth potential companies (“Venture Capital” and “Growth Equity,” respectively), and lending to businesses, broadly defined as providing capital or assets to businesses or individuals in exchange for regular payments (“Private Debt”). Private Capital Strategy Descriptions • Buyouts -capitalization -cap • Venture Capital -stages -stage -stage • Growth Equity -breakeven have largely mitigated the basic risk in their business plan. Growth -stage -party -growing -specific • Private Debt -party -End Private Capital Investment Structures The Fund will seek to achieve its investment objective through broad exposure to Private Capital investments, including semi -liquid -party -traded -End -term -term -End The Fund’s investments will typically not be registered with the SEC or any state securities commission and will typically not be listed on any national securities exchange. The amount of public information available with respect to the issuers in which the Fund invests may generally be less extensive than that available for issuers of registered or exchange listed securities. The Fund’s portfolio will be constructed with investments across the following Private Capital investment structures: • Primary Investments -performing Investors in primaries subscribe for interests during an initial fundraising period, and their capital commitments are then used to fund investments in a number of individual operating companies during a defined investment period and to pay associated management fees and expenses throughout the fund’s term. The investments of the fund are usually unknown at the time of commitment, and investors typically have little or no ability to influence the investments that are made during the fund’s life. Because primary investors must rely on the expertise of the fund manager, an accurate assessment of the manager’s capabilities is essential. Primary Investments typically exhibit a value development pattern, commonly known as the “J -curve -related -based • Secondary Investments -Investments Pricing for a Secondary Investment is negotiated based on the reported NAV and expected timing of cash flows (capital calls for contributions to the Portfolio Fund, clawbacks of amounts distributed to the Portfolio Fund’s general partner and distributions of returns) of the Portfolio Fund(s) or Co -Investment -curve -related • Co-Investments -investments -Investments -Investments -investors -on -investments -investments -year • Listed Investments The Investment Manager will not cause the Fund to engage in co -investments -action Investment Process Overview Due Diligence and Selection of Investments Cliffwater follows a disciplined approval process for the purpose of identifying investment opportunities within a consistent framework. Cliffwater’s philosophy is that a repeatable process and consistent team engagement leads to better investment outcomes, and the due diligence process is designed to evaluate opportunities against these criteria. Throughout due diligence, Cliffwater maintains a collaborative decision -making Manager/Fund Selection Throughout the course of due diligence on a Fund investment (each a “Fund Investment” and collectively, the “Fund Investments”), Cliffwater focuses on assessing several important attributes of the sponsor, including (i) track record benchmarking and analysis (including a fundamental analysis around key indicators of the sponsor’s historical value creation and a revaluation of the unrealized portfolio), (ii) team quality, experience, continuity, and depth, (iii) consistency and attractiveness of strategy, investment parameters and an ability to deploy capital in the size of assets in which the sponsor has a demonstrable track record of success, and (iv) economic alignment (allocation of carry and the size of the general partner commitment). The fundamental track record benchmarking analysis includes evaluating a sponsor’s ability to drive an increase in a company’s or a portfolio’s value through operational and financial improvements. This also includes analyzing a sponsor’s ability to grow revenue and earnings before interest, taxes, depreciation and amortization, leading to an increase in enterprise value. Some of the key indicators of value creation include growing the customer base/reducing customer concentration, strengthening management teams, completing accretive or strategic acquisitions, optimizing pricing, improving marketing and branding, expanding into additional markets and product segments, and using prudent levels of debt. Taking these and other factors into consideration, the Investment Manager determines if the current value of an asset or portfolio is appropriate or if an adjustment is required. Valuations are assessed through a combination of reviewing audited financials, valuation policies of sponsors, and comparing public and private comparable transactions or current values. Cliffwater’s operations team also conducts operational due diligence on the sponsor and Cliffwater’s legal due diligence team conducts legal due diligence on the fund documents. Cliffwater believes that investors benefit by selecting management firms that specialize in each strategy. Cliffwater maintains a global database exceeding 4,600 Private Capital fund managers, conducting due diligence, and giving an A, B, or C -rating The Fund investment selection process is illustrated by the diagram below. • Sourcing. -investment • Rating. -ratings -20 -evaluates • Due Diligence. -rated -Investments Key value drivers in Cliffwater’s investment due diligence process include: i. Organization ii. Investment process iii. Portfolio construction iv. Track record Separately, Cliffwater’s operations due diligence team conducts an independent assessment of the operational risks of the investment opportunity. Key value drivers in Cliffwater’s operations due diligence process include: i. Governance ii. Infrastructure -investment iii. Processes iv. Valuation • Approval — Research Group. • Final Approval — Investment Committee. • Ongoing Monitoring. Co-Investment Selection Throughout the course of due diligence on a Co -Investment Portfolio Construction & Liquidity Management In addition to asset selection, Cliffwater believes that portfolio construction is critical to the successful execution of the Fund’s investment strategy. Additionally, Cliffwater has established portfolio parameters to manage exposure across Primary Investments, Secondary Investments, and Co -Investments -curve -related -pool -adjusted By tracking certain features, such as commitments, capital calls, distributions and valuations, Cliffwater will use a range of techniques to balance total returns with reoccurring distributions and liquidity targets, including (i) diversifying commitments across Private Capital Assets at different parts of fund lifecycles through the use of Primary Investments, Secondary Investments and Co -Investments To enhance the Fund’s liquidity, particularly in times of possible net outflows through the tender of Shares by shareholders, Cliffwater may from time to time determine to sell certain of the Fund’s assets. The Fund may also invest in liquid assets that may include both fixed income and equity assets as well as public and private vehicles that derive their investment returns from fixed income and equity securities, including publicly listed companies that pursue the business of private equity investing; publicly listed companies that invest in private equity transactions or funds; alternative asset managers, holding companies, investment trusts, ETFs, closed -end There can be no assurance that the objective of the Fund with respect to liquidity management will be achieved or that the Fund’s portfolio design strategies will be successful. Prospective investors should refer to the discussion of the risks associated with the investment strategy and structure of the Fund found under “General risks” and “Limits of Risk Disclosure.” Portfolio Monitoring Cliffwater monitors each investment, including performance measurement relative to initial investment expectations, frequent interactions and periodic in -person Description of Adviser’s Experience with Private Capital The Investment Manager has been advising on private equity and private equity funds since its founding in 2004. It has been recommending such investments to its advisory clients since that time. The Investment Manager has dedicated significant resources to developing its expertise in Private Capital and cultivating relationships with investment advisers that it believes to be top -tier The Investment Manager’s research also shows that there is no single investment style that is demonstrably better than others, and the Investment Manager believes that a superior outcome can be achieved when experienced investment advisers of different styles are combined. Geographic Regions and Foreign Currency Exposure The Fund may, directly or indirectly, make investments outside of the United States, including in emerging markets. The Fund’s non -U The Fund’s investment and strategies will involve exposure to foreign currencies. The Fund may seek to hedge all or a portion of the Fund’s foreign currency risk. Depending on market conditions and the views of the Investment Manager, the Fund may or may not hedge all or a portion of its currency exposures. Subsidiaries The Fund may make investments through direct and indirect wholly owned subsidiaries (each a “Subsidiary” and collectively, the “Subsidiaries”). Such Subsidiaries will not be registered under the 1940 Act; however, the Fund will wholly own and control any Subsidiaries. The Board has oversight responsibility for the investment activities of the Fund, including its investment in any Subsidiary, and the Fund’s role as sole direct or indirect shareholder of any Subsidiary. To the extent applicable to the investment activities of a Subsidiary, the Subsidiary will follow the same compliance policies and procedures as the Fund. The Fund would “look through” any such Subsidiary to determine compliance with its investment policies. Borrowing by the Fund Cliffwater believes the Fund’s investment strategy favors a modest amount of leverage consistent with the statutory limitations. Accordingly, the Fund may utilize leverage from borrowings, including through borrowings by one or more special purpose vehicles (“SPVs”) that are Subsidiaries of the Fund, to enhance yield within the 300% asset coverage (up to 50% of the Fund’s net assets) requirements of an interval fund. Certain investments may be held by these SPVs. The Fund is authorized to borrow cash in connection with its investment activities, to satisfy repurchase requests from Fund shareholders, and to otherwise provide the Fund with temporary liquidity. Borrowings will be limited to 33.33% of the Fund’s assets (50% of its net assets). Other Information Regarding Investment Strategy The Fund may, from time to time, take temporary defensive positions that are inconsistent with the Fund’s principal investment strategy in attempting to respond to adverse market, economic, political or other conditions. During such times, Cliffwater may determine that a large portion of the Fund’s assets should be invested in cash or cash equivalents, including money market instruments, prime commercial paper, repurchase agreements, municipal bonds, bank accounts, Treasury bills and other short -term -quality The frequency and amount of portfolio purchases and sales (known as the “portfolio turnover rate”) of the Fund may vary from year to year. The Fund’s portfolio turnover rate will not be a limiting factor when Cliffwater deems portfolio changes appropriate. The Fund may engage in short -term No guarantee or representation is made that the investment program of the Fund will be successful, that the various Fund Investments selected will produce positive returns, or that the Fund will achieve its investment objective. | |
Risk Factors [Table Text Block] | General Risks The following are certain risk factors that relate to the operations and terms of the Fund. These considerations, which do not purport to be a complete description of any of the particular risks referred to or a complete list of all risks involved in an investment in the Fund, should be carefully evaluated before determining whether to invest in the Fund. An investment in the Fund involves a considerable amount of risk. An investor may lose money. Before making an investment decision, a prospective investor should (i) consider the suitability of this investment with respect to their investment objectives and personal situation and (ii) consider factors such as their personal net worth, income, age, risk tolerance and liquidity needs. The Fund is an illiquid investment. Shareholders have no right to require the Fund to redeem their Shares of the Fund. The Shares are speculative and illiquid securities involving substantial risk of loss. An investment in the Fund is appropriate only for those investors who do not require a liquid investment, for whom an investment in the Fund does not constitute a complete investment program, and who fully understand and are capable of assuming the risks of an investment in the Fund. | |
Capital Stock, Long-Term Debt, and Other Securities [Abstract] | | |
Outstanding Securities [Table Text Block] | Class I Shares | |
Outstanding Security, Title [Text Block] | As of July (1) (2) (3) (4) Class I Shares Unlimited 0 67,154,457 | |
Outstanding Security, Held [Shares] | shares | 0 | |
Outstanding Security, Not Held [Shares] | shares | 67,154,457 | |
Limited Operating History Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Limited Operating History Risk. | |
Market Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Market Risk. | |
Unlisted Closed-End Structure; Liquidity Limited to Repurchases of Shares Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Unlisted Closed -End Structure; Liquidity Limited to Repurchases of Shares Risk. -diversified -end -term -end -end -end -end -annual -class 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 semi -annually “ An investment in the Fund is suitable only for investors who can bear the risks associated with the limited liquidity of Shares and the underlying investments of the Fund. The Shares should be viewed as a long -term | |
Dependence on the Investment Manager Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Dependence on the Investment Manager Risk. | |
Dependence on Key Personnel Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Dependence on Key Personnel Risk. -performing | |
Concentration of Investments Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Concentration of Investments Risk. | |
Management Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Management Risk. | |
Portfolio Fund Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Portfolio Fund Risk. -End -end -end -end -based -management | |
Private Investment Funds Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Private Investment Funds Risk. The success of the Fund depends in part upon the ability of the Portfolio Fund Managers to develop and implement strategies that achieve their investment objectives. The Investment Manager does not control the investments or operations of the Portfolio Funds. A Portfolio Fund Manager may employ investment strategies that differ from its past practices and are not fully disclosed to the Investment Manager and that involve risks that are not anticipated by the Investment Manager. Some Portfolio Fund Managers may have a limited operating history and some may have limited experience in executing one or more investment strategies to be employed for a Portfolio Fund. Furthermore, there is no guarantee that the information given to the Administrator and reports given to the Investment Manager will not be fraudulent, inaccurate or incomplete. Portfolio Funds may target or concentrate their investments in particular markets, sectors or industries. As a result, the NAVs of such Portfolio Funds may be subject to greater volatility than those of investment companies that are subject to diversification requirements and this may negatively impact the NAV of the Fund. In addition, it is expected that the Fund will be able to make investments in particular Portfolio Funds only at certain times, and commitments to Portfolio Funds may not be accepted (in part or in their entirety). As a result, the Fund may hold cash or invest any portion of its assets that is not invested in Portfolio Funds in cash equivalents, short -term | |
Illiquid Portfolio Investments Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Illiquid Portfolio Investments Risk. Investors acquiring direct loans hoping to recoup their entire principal must generally hold their loans through maturity. Direct loans may not be registered under the Securities Act of 1933, as amended (the “Securities Act”) and are not listed on any securities exchange. Accordingly, those loan investments may not be transferred unless they are first registered under the Securities Act and all applicable state or foreign securities laws or the transfer qualifies for an exemption from such registration. A reliable secondary market has yet to develop, nor may one ever develop for direct loans and, as such, these investments should be considered illiquid. Until an active secondary market develops, the Fund intends to primarily hold its direct loans until maturity. The Fund may not be able to sell any of its direct loans even under circumstances when the Investment Manager believes it would be in the best interests of the Fund to sell such investments. In such circumstances, the overall returns to the Fund from its direct loans may be adversely affected. Moreover, certain direct loans may be subject to certain additional significant restrictions on transferability. Although the Fund may attempt to increase its liquidity by borrowing from a bank or other institution, its assets may not readily be accepted as collateral for such borrowing. | |
Valuation Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Valuation Risk. -income -income Shareholders should recognize that valuations of illiquid assets involve various judgments and consideration of factors that may be subjective. As a result, the NAV of the Fund, as determined based on the fair value of its investments, may vary from the amount ultimately received by the Fund from its investments. This could adversely affect Shareholders whose Shares are repurchased as well as new Shareholders and remaining Shareholders. For example, in certain cases, the Fund might receive less than the fair value of its investment, resulting in a dilution of the value of the Shares of Shareholders who do not tender their Shares in any coincident repurchase offer and a windfall to tendering Shareholders; in other cases, the Fund might receive more than the fair value of its investment, resulting in a windfall to Shareholders remaining in the Fund, but a shortfall to tendering Shareholders. | |
Valuation of the Fund’s Investment in Other Investment Funds Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Valuation of the Fund’s Investment in Other Investment Funds Risk. Portfolio Fund Managers, the Fund undertakes daily valuations and the daily issuance of Shares. A significant portion of the Fund’s invested securities may lack a readily available market price and, therefore, require fair valuation by the Portfolio Fund Manager. In this context, the Investment Manager may encounter a conflict of interest when valuing these securities, as their value can impact the Investment Manager’s compensation or their capacity to raise additional funds. There are no guarantees or assurances regarding the valuation methodology employed or the adequacy of systems utilized by any Portfolio Fund Manager. Additionally, there is no assurance regarding the accuracy of valuations provided by the Portfolio Fund Managers, their compliance with internal policies or procedures for record -keeping | |
Valuation Adjustments in Investment Funds Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Valuation Adjustments in Investment Funds Risk. . | |
Non-Qualification As A Regulated Investment Company Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Non -Qualification As A Regulated Investment Company Risk. | |
General Economic and Market Conditions Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | General Economic and Market Conditions Risk. Interest rates in the United States and many other countries have risen in recent periods and may continue to rise in the future. See “Interest Rate Risk” below for more information. Additionally, as a result of increasing interest rates, reserves held by banks and other financial institutions in bonds and other debt securities could face a significant decline in value relative to deposits and liabilities, which coupled with general economic headwinds resulting from a changing interest rate environment, creates liquidity pressures at such institutions. As a result, certain sectors of the credit markets could experience significant declines in liquidity, and it is possible that the Fund will not be able to manage this risk effectively. Additionally, market risk includes the risk that geopolitical and other events will disrupt the economy on a national or global level. For instance, war, terrorism, social unrest, recessions, supply chain disruptions, market manipulation, government defaults, government shutdowns, political changes, diplomatic developments or the imposition of sanctions and other similar measures, public health emergencies (such as the spread of infectious diseases, pandemics and epidemics), natural/environmental disasters, climate -change Russia’s military interventions in Ukraine have led to, and may lead to additional sanctions being levied by the United States, European Union and other countries against Russia. Russia’s military incursion and the resulting sanctions could adversely affect global energy and financial markets and thus could affect the value of the Fund’s investments, even beyond any direct exposure the Fund may have to Russian issuers or the adjoining geographic regions. The price and liquidity of investments may fluctuate widely as a result of the conflict and related events. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions caused by Russian military action or resulting sanctions may magnify the impact of other risks described in this Prospectus. On October 7, 2023, Hamas militants and members of other terrorist organizations infiltrated Israel’s southern border from the Gaza Strip and conducted a series of terror attacks on civilian and military targets. The militants launched extensive rocket attacks on the Israeli population and industrial centers located along the Israeli border with the Gaza Strip. Shortly following the attack, Israel’s security cabinet declared war against Hamas. The intensity and duration of Israel’s war against Hamas is difficult to predict, as are the war’s impacts on global geopolitical stability. Any deterioration in credit markets resulting directly or indirectly from the recent attack by Hamas on Israel from the Gaza Strip could limit the Fund’s ability to obtain external financing. As a result, a downturn in the worldwide economy resulting from these global geopolitical conflicts, as well as others that may arise, could have a material adverse effect on the financial condition of the Fund. The United Kingdom (“UK”) left the European Union (“EU”) on January 31, 2020, and a transition period during which the UK and EU negotiated terms of departure ended on December 31, 2020. The departure is commonly referred to as “Brexit.” The UK and EU reached an agreement, effective January 1, 2021, on the terms of their future trading relationship, which principally relates to the trading of goods. Further insecurity in EU membership or the abandonment of the euro could exacerbate market and currency volatility and negatively impact investments in securities issued by companies located in EU countries. Brexit also may cause additional member states to contemplate departing the EU, which would likely perpetuate political and economic instability in the region and cause additional market disruption in global financial markets. As a result, markets in the UK, Europe and globally could experience increased volatility and illiquidity, and potentially lower economic growth which in return could potentially have an adverse effect on the value of the Fund’s investments. Market disruption in the EU and globally may have a negative effect on the value of the Fund’s investments. Additionally, there could be additional risks if one or more additional EU member states seek to leave the EU. | |
Sourcing Investment Opportunities Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Sourcing Investment Opportunities Risk. -market | |
Access to Investments Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Access to Investments Risk. positions in investments that would otherwise be consistent with its investment strategy. The Fund incurs additional expenses (compared to a fund that is not registered under the 1940 Act) in determining whether an investment is permissible under the 1940 Act and in structuring investments to comply with the 1940 Act, which reduces returns to Shareholders of the Fund. | |
Publicly Traded Private Equity Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Publicly Traded Private Equity Risk. Publicly traded private equity occupies a small portion of the public equity universe, including only a few professional investors who focus on and actively trade such investments. As a result, relatively little market research is performed on publicly traded private equity companies, only limited public data may be available regarding these companies and their underlying investments, and market pricing may significantly deviate from published net asset value. This can result in market inefficiencies and may offer opportunities to specialists that can value the underlying Private Capital investments. Publicly traded private equity vehicles are typically liquid and capable of being traded daily, in contrast to direct investments and private equity funds, in which capital is subject to lengthy holding periods. Accordingly, publicly traded private equity transactions are significantly easier to execute than other types of Private Capital investments, giving investors an opportunity to adjust the investment level of their portfolios more efficiently. | |
Defaulted Debt Securities and Other Securities of Distressed Companies Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Defaulted Debt Securities and Other Securities of Distressed Companies Risk. | |
Fixed-Income Securities Risks [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Fixed -Income Securities Risks. -income Interest Rate Risk. -income i.e. -term i.e. Variable and floating rate securities generally are less sensitive to interest rate changes but may decline in value if their interest rates do not rise as much, or as quickly, as interest rates in general. Conversely, floating rate securities will not generally increase in value if interest rates decline. When the Fund holds variable or floating rate securities, a decrease in market interest rates will adversely affect the income received from such securities and the NAV of the Fund’s shares. Interest rates in the United States and many other countries have risen in recent periods and may continue to rise in the future. Because longer -term In addition, a decline in the prices of the debt the Fund owns could adversely affect the Fund’s NAV. Changes in market interest rates could also affect the ability of operating companies in which the Fund invests to service debt, which could materially impact the Fund, thus impacting the Fund. | |
Issuer and Spread Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Issuer and Spread Risk. -income | |
Credit Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Credit Risk. -income | |
Prepayment or “Call” Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Prepayment or “Call” Risk. | |
Reinvestment Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Reinvestment Risk. -yielding | |
Duration and Maturity Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Duration and Maturity Risk. -income -income | |
LIBOR Discontinuation Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | LIBOR Discontinuation Risk. -backed -related -week -month Neither the ultimate effect of the LIBOR transition process nor its 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. -level -weighted Because SOFR is a financing rate based on overnight secured funding transactions, it differs fundamentally from LIBOR. LIBOR is intended to be an unsecured rate that represents interbank funding costs for different short -term -looking -risk -term -based -month -based -based | |
Debt Securities Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Debt Securities Risk. -related 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). These risks could affect the value of a particular investment, possibly causing the Fund’s share price and total return to be reduced and fluctuate more than other types of investments. U.S. debt securities generally involve lower levels of credit risk than other types of fixed income securities of similar maturities, although, as a result, the yields available from U.S. debt securities are generally lower than the yields available from such other securities. Like other fixed income securities, the values of U.S. debt securities change as interest rates fluctuate. On August 1, 2023, Fitch lowered its long -term | |
Hedging Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Hedging Risk. | |
Exchange-Traded Product Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Exchange -Traded Product Risk. | |
Business Development Company (“BDC”) Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Business Development Company (“BDC”) Risk. -end -sized Investments in BDCs may be subject to a high degree of risk. BDCs typically invest in small and medium -sized -sized Certain BDCs may use leverage in their portfolios through borrowings or the issuance of preferred stock. While leverage may increase the yield and total return of a BDC, it also subjects the BDC to increased risks, including magnification of any investment losses and increased volatility. In addition, a BDC’s income may fall if the interest rate on any borrowings of the BDC rises. To comply with the Investment Company Act, the Investment Manager may be required to vote shares of a BDC held by the Fund in the same general proportion as shares held by other shareholders of the BDC. | |
Investment in Other Investment Companies, Including Affiliated Investment Companies Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Investment in Other Investment Companies, Including Affiliated Investment Companies Risk. -end -End -management Rule 12d1 -4 -action -tier -4 As a shareholder of another investment company, the Fund would bear, along with other shareholders, its pro rata portion of that company’s expenses, including advisory fees. These expenses would be in addition to the advisory and other expenses that the Fund bears directly in connection with its own operations. Investment companies in which the Fund may invest may also impose a sales or distribution charge in connection with the purchase or redemption of their shares and other types of commissions or charges. Such charges will be payable by the Fund and, therefore, will be borne indirectly by shareholders. Cliffwater may be subject to potential conflicts of interest with respect to Fund investments in affiliated investment companies. Due to its own financial interest or other business considerations, the Investment Manager may have an incentive to choose to invest a portion of the Fund’s assets in investment companies sponsored or managed by the Investment Manager or its related parties instead of investments by the Fund directly in portfolio securities, or may choose to invest in such investment companies over investment companies sponsored or managed by others. Cliffwater is a fiduciary to the Fund and is legally obligated to act in the Fund’s best interest when selecting Portfolio Funds. | |
Non-Diversified Status Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Non -Diversified Status Risk. -diversified | |
Regulatory Risks of Portfolio Funds [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Regulatory Risks of Portfolio Funds. | |
Legal, Tax and Regulatory Risks [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Legal, Tax and Regulatory Risks. Each prospective investor should also be aware that developments in the tax laws of the United States or other jurisdictions where the Fund invests could have a material effect on the tax consequences to the Shareholders. In the event of any such change in law, each Shareholder is urged to consult its own tax advisers. | |
Repurchase Offers Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Repurchase Offers Risk. -annual -End Notices of each repurchase offer are sent to shareholders at least 21 days before the “Repurchase Request Deadline” (i.e., the date by which Shareholders can tender their Shares in response to a repurchase offer). The Fund determines the NAV applicable to repurchases no later than the fourteen (14) days after the Repurchase Request Deadline (or the next business day, if the 14 th The Fund may be limited in its ability to liquidate its holdings in Portfolio Funds to meet repurchase requests. Repurchase offers principally will be funded by cash and cash equivalents, as well as by the sale of certain liquid securities. Accordingly, the Fund may repurchase fewer Shares than Shareholders may wish to sell, resulting in the proration of Shareholder repurchases. See “Unlisted Closed -End Substantial requests for the Fund to repurchase Shares could require the Fund to liquidate certain of its investments more rapidly than otherwise desirable for the purpose of raising cash to fund the repurchases. This could have a material adverse effect on the value of the Shares and the performance of the Fund. In addition, substantial repurchases of Shares may decrease the Fund’s total assets and accordingly may increase its expenses as a percentage of average net assets. | |
Foreign Investments Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Foreign Investments Risk. -term -term The political, economic, and social structure of some foreign countries may be less stable and more volatile than those in the United States. Investments in these countries may be subject to the risks of internal and external conflicts, currency devaluations, foreign ownership limitations and tax increases. A government may take over assets or operations of a company or impose restrictions on the exchange or export of currency or other assets. Some countries also may have different legal systems that may make it difficult for the Fund to vote proxies, exercise stockholder rights, and pursue legal remedies with respect to foreign investments. Diplomatic and political developments, including rapid and adverse political changes, social instability, regional conflicts, terrorism and war, could affect the economies, industries and securities and currency markets, and the value of the Fund’s investments, in non -U available about foreign companies than about most U.S. companies. Certain foreign securities may be less liquid (harder to sell) and more volatile than many U.S. securities. This means the Fund may at times be unable to sell foreign securities at favorable prices. Dividend and interest income from foreign securities may be subject to withholding taxes by the country in which the issuer is located, and the Fund may not be able to pass through to its Shareholders foreign tax credits or deductions with respect to these taxes. The Fund may invest in foreign securities of issuers in so -called | |
Dilution from Subsequent Offerings of Shares Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Dilution from Subsequent Offerings of Shares Risk. -based -based | |
Uncertain Source and Quantity of Funding Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Uncertain Source and Quantity of Funding Risk. | |
Payment In-Kind for Repurchased Shares Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Payment In -Kind for Repurchased Shares Risk. | |
Cybersecurity Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Cybersecurity Risk. -party -party -party -party | |
Borrowing, Use of Leverage Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Borrowing, Use of Leverage Risk. -third -leverage Under the 1940 Act, the Fund is not permitted to issue preferred stock unless immediately after such issuance, the value of the Fund’s total assets (including the proceeds of such issuance) less all liabilities and indebtedness not represented by senior securities is at least equal to 200% of the total of the aggregate amount of senior securities representing indebtedness plus the aggregate liquidation value of any outstanding preferred stock. Stated another way, the Fund may not issue preferred stock that, together with outstanding preferred stock and debt securities, has a total aggregate liquidation value and outstanding principal amount of more than 50% of the value of the Fund’s total assets, including the proceeds of such issuance, less liabilities and indebtedness not represented by senior securities. In addition, the Fund is not permitted to declare any distribution on its common stock, or purchase any of the Fund’s shares of common stock (through repurchase offers or otherwise) unless the Fund would satisfy this 200% asset coverage requirement test after deducting the amount of such distribution or share price, as the case may be. The Fund may, as a result of market conditions or otherwise, be required to purchase or redeem preferred stock, or sell a portion of its investments when it may be disadvantageous to do so, in order to maintain the required asset coverage. Common stockholders would bear the costs of issuing additional preferred stock, which may include offering expenses and the ongoing payment of distributions. Under the 1940 Act, the Fund may only issue one class of preferred stock. In addition, the Portfolio Fund Managers may employ leverage through borrowings, and the Portfolio Fund Managers and Fund are likely to acquire interests directly or indirectly in companies with highly leveraged capital structures. If income and appreciation on investments made with borrowed funds are less than the cost of the leverage, the value of the relevant portfolio or investment will decrease. Accordingly, any event that adversely affects the value of a Private Capital investment will be magnified to the extent leverage is employed. The cumulative effect of the use of leverage by the Fund or the Portfolio Funds in a market that moves adversely to the relevant investments could result in substantial losses, exceeding those that would have been incurred if leverage had not been employed. | |
Control Positions [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Control Positions. | |
Currency Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Currency Risk. -U -U -U Currency rates in foreign (non -U -U -denominated Currency risk may be particularly high to the extent that the Fund invests in foreign (non -U -U | |
Risks Relating to Accounting, Auditing and Financial Reporting, Etc [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Risks Relating to Accounting, Auditing and Financial Reporting, Etc. -party -Oxley -Oxley | |
Amount or Frequency of Distributions Not Guaranteed Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Amount or Frequency of Distributions Not Guaranteed Risk. -to-year | |
Contingent Liabilities on Disposition of Investments Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Contingent Liabilities on Disposition of Investments Risk. | |
Capital Call Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Capital Call Risk. -term -term | |
Lack of Control over Private Investment Funds and Other Portfolio Investments [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Lack of Control over Private Investment Funds and Other Portfolio Investments. | |
Availability of Financing and Market Conditions Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Availability of Financing and Market Conditions Risk. | |
Termination of the Fund’s Interest in a Portfolio Fund Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Termination of the Fund’s Interest in a Portfolio Fund Risk. | |
Convertible Securities Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Convertible Securities Risk. -income -income -income -income -income -income redemption, the Fund will be required to surrender the security for redemption, convert it into the issuing company’s common stock or cash or sell it to a third party at a time that may be unfavorable to the Fund. Such securities also may be subject to resale restrictions. The lack of a liquid market for these securities could decrease the Fund’s share price. Convertible securities with a conversion value that is the same as the value of the bond or preferred share have characteristics similar to common stocks. The price of equity securities may rise or fall because of economic or political changes. Stock prices in general may decline over short or even extended periods of time. Market prices of equity securities in broad market segments may be adversely affected by a prominent issuer having experienced losses or by the lack of earnings or such an issuer’s failure to meet the market’s expectations with respect to new products or services, or even by factors wholly unrelated to the value or condition of the issuer, such as changes in interest rates. | |
Preferred Securities Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Preferred Securities Risk. | |
Warrants Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Warrants Risk. | |
Derivative Instruments Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Derivative Instruments Risk. Rule 18f -4 -at-risk -4 Under Rule 18f -4 -based of cash or other assets during the life of the instrument or at maturity or early termination, whether as margin or settlement payment or otherwise; (2) any short sale borrowing; (3) reverse repurchase agreements and similar financing transactions (e.g., recourse and non -recourse -4 -issued -settling -be-announced -standard -Settlement • Foreign Currency Forwards. -U • Reverse Repurchase Agreements. • Futures. -conceived • Options. -upon -upon -conceived • Swaps. i.e. liquidity, valuation, correlation and leverage risk. Certain standardized swaps are now subject to mandatory central clearing requirements, and others are now required to be exchange -traded -trading -free -upon -upon The regulation of the derivatives markets has increased over the past several years, and additional future regulation of the derivatives markets may make derivatives more costly, may limit the availability or reduce the liquidity of derivatives, or may otherwise adversely affect the value or performance of derivatives. Any such adverse future developments could impair the effectiveness or raise the costs of a Fund’s derivative transactions, impede the employment of the Fund’s derivatives strategies, or adversely affect the Fund’s performance. | |
Limited Operating History of Portfolio Companies Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Limited Operating History of Portfolio Companies Risk. There can be no assurance that the portfolio companies will ever achieve significant commercial revenues or profitability. | |
No Assurance of Additional Capital for Investments Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | No Assurance of Additional Capital for Investments Risk. | |
Secondary Investments Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Secondary Investments Risk. -investment tax, and legal aspects of secondary investments may be higher compared to those associated with primary investments. When the Fund acquires a secondary investment fund, it may also assume contingent liabilities related to that interest. Specifically, if the seller of the interest has previously received distributions from the relevant secondary investment fund and, subsequently, the secondary investment fund demands the return of any portion of those distributions, the Fund (as the purchaser of the interest) may be obliged to pay an equivalent amount to the secondary investment fund. While the Fund may have the option to seek reimbursement from the seller for any funds paid to the secondary investment fund, there is no guarantee that the Fund would possess such a right or succeed in such a claim. | |
Securities Activities Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Securities Activities Risk. | |
Large Shareholder Transactions Risk [Member] | | |
General Description of Registrant [Abstract] | | |
Risk [Text Block] | Large Shareholder Transactions Risk. Limits of Risk Disclosure The above discussion and the discussions in the SAI relating to various risks associated with the Fund, Fund Investments, and Shares are not, and are not intended to be, a complete enumeration or explanation of the risks involved in an investment in the Fund. Prospective investors should read this entire Prospectus, the SAI, and the Declaration of Trust and should consult with their own advisers before deciding whether to invest in the Fund. In addition, as the Fund’s investment program or market conditions change or develop over time, an investment in the Fund may be subject to risk factors not currently contemplated or described in this Prospectus. No guarantee or representation is made that the investment program of the Fund or any Portfolio Fund will be successful, that the various Fund Investments selected will produce positive returns or that the Fund will achieve its investment objective. In view of the risks noted above, the Fund should be considered a speculative investment and prospective investors should invest in the Fund only if they can sustain a complete loss of their investment. | |
Class I Shares [Member] | | |
Other Transaction Expenses [Abstract] | | |
Other Transaction Expenses [Percent] | 0% | |
Management Fees [Percent] | 1.40% | [1] |
Dividend and Interest Expenses on Short Sales [Percent] | 0% | |
Acquired Fund Fees and Expenses [Percent] | 0.69% | [2] |
Other Annual Expenses [Abstract] | | |
Other Annual Expenses [Percent] | 0.27% | [3] |
Total Annual Expenses [Percent] | 2.36% | |
Waivers and Reimbursements of Fees [Percent] | (1.40%) | [4] |
Net Expense over Assets [Percent] | 0.96% | |
Expense Example, Year 01 | $ 10 | |
Expense Example, Years 1 to 3 | 60 | |
Expense Example, Years 1 to 5 | 113 | |
Expense Example, Years 1 to 10 | $ 259 | |
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[1]The Management Fee is equal to an annual rate of 1.40% on the average daily net assets of the Fund, payable monthly in arrears. Cliffwater has entered into a written agreement providing that it will limit the Management Fee it charges the Fund to 0.00% through June 30, 2025 and to 1.00% from July 1, 2025 through June 30, 2026.[2]Shareholders also indirectly bear a portion of the asset -based -based -based |