Cascade Private Capital Fund: Dec 1, 2026 Repurchase Offer

What the October 29, 2026 notice says

The notice is a letter to shareholders signed by the fund's treasurer, with the offer terms and a request form attached. Its opening lines say that “shareholders are not required to take any action”: if you do not want to sell, you ignore it. The offer is made “given that no secondary market exists for these shares.”

Two details are unusual. First, the pricing date is the deadline itself, so there is no gap between the last day to withdraw and the day the price is struck; Rule 23c-3 allows up to fourteen days, and the fund has priced on the deadline in every offer with a reported pricing date. Second, the notice went out 33 days before the deadline; the rule requires a notification between 21 and 42 days before it, and the May 2026 notice went out exactly 21 days before its deadline (May 8 to May 29, 2026, our arithmetic).

Six offers, four results

The fund filed Schedule TO-I tender offers from March 22, 2022 to February 13, 2024 (eight filings) and its first Form N-23C3A on May 16, 2024 (accession 0001398344-24-009930), three months after Cliffwater became its adviser. Every notice offers 5%. Results come from the annual and semiannual reports; the percentage column is the share of outstanding shares repurchased.

The fund bought back less than it offered every time we can see. Under Rule 23c-3 a fund that is oversubscribed must buy at least the offer amount, so a result under 5% means that every request was filled (our inference from the rule and the reported percentages). The NAV in the notice has risen from $14.91 to $22.31 across the series, 49.6% (our arithmetic); the NAV at pricing was above the NAV quoted in the notice in every reported offer, by 1.4% to 3.4% (our arithmetic).

The May 2026 result will be in the semiannual report for September 30, 2026. The two earlier semiannual reports were filed on December 9, 2024 and December 5, 2025, so expect it in early December 2026 (our estimate), after the December 1 deadline.

Money in against money out

The fund does not state the dollar value of requests in its notices, but Form N-PORT reports monthly sales, reinvestments and redemptions for each month of the quarter. The table sums the three months of each quarter (our arithmetic); redemptions appear only in the months when an offer was paid.

Three readings, all from the filed numbers. Sales peaked at $713.5 million in the quarter to December 31, 2025 and fell by half (50.3%) to $354.5 million in the quarter to June 30, 2026. Redemptions rose in each offer, from $47.8 million in June 2025 to $161.2 million in December 2025 to $226.5 million in June 2026, and in June 2026 alone redemptions exceeded that month's sales ($226.5 million against $147.8 million), a net outflow of about $78.7 million for the month (our arithmetic). And the fund still grew, because the gains on a $5 billion portfolio are large: the total return was 31.65% in the year to March 31, 2025 and 20.50% in the year to March 31, 2026.

The figures for March 31, 2026 differ slightly between filings: the annual report shows net assets of $5,424,512,778 and the Form N-PORT $5,367,794,614. We use the annual report where it exists and the N-PORT only for June 30, 2026, the latest date.

How close is 5%?

The denominator is shares outstanding on the deadline, which we do not know. Two reference points (our arithmetic):

Requests grew 40.5% between December 2025 and June 2026 ($161.2 million to $226.5 million, our arithmetic). The fund also keeps adding shares, so the 5% line moves up with it. We cannot say whether December 2026 will be oversubscribed; the point is that June 2026 redemptions were 76.1% of the 5% line, where the 2024 offers drew 0.19% and 0.82% of shares.

What proration would look like

If requests exceed the offer, the fund may add up to 2% and otherwise buys pro rata. Illustration for a holder who tenders everything (our arithmetic; no such outcome is reported):

A worked example: a holder at the $25,000,000 minimum owns about 1,120,574 shares at $22.31 (our arithmetic). With total requests at 10% of shares and no extra 2%, that holder would be paid for about 560,287 shares, roughly $12.5 million, and would have to wait for the next offer, about six months later, to ask again. The notice warns that the fund “may not be able to repurchase all shares that you tender,” and that later requests do not get priority.

What the fund holds

The Form N-PORT for June 30, 2026 (accession 0001193125-26-373850, filed August 28, 2026) shows total assets of $6,379,784,312, liabilities of $425,970,589 and net assets of $5,953,813,722.

The positions add to more than 100% because the fund borrows: its credit facility stood at $380 million on both March 31, 2026 and June 30, 2026, and interest on it cost $26.9 million in the year to March 31, 2026. Almost all of the portfolio is limited-partnership interests valued from the managers' own reports, so the fund's NAV depends on estimates that arrive late. The annual report says an adjustment to those valuations “may not affect the amount of the repurchase proceeds of the Fund received by investors who had their Shares repurchased prior to such adjustments.” In plain terms, a seller is paid at the NAV on the pricing date even if a manager later revises the value up or down. The fund's own objective is long-term capital appreciation from private equity, private debt, structured equity and real assets including real estate; the portfolio is not a real estate fund. Compare the list of interval funds, where it ranks fourth by net assets, and our guide to investing in private equity.

Who runs it and what it costs

Cliffwater LLC became the investment manager on February 27, 2024. The fund began as the MassMutual Access Pine Point Fund, became Barings Access Pine Point Fund on September 27, 2022, Barings Private Equity Opportunities and Commitments Fund on December 16, 2022 and Cascade Private Capital Fund on February 27, 2024 (prospectus of July 29, 2026). Cliffwater also runs the largest and the third-largest interval funds on our list; see the Cliffwater Corporate Lending Fund repurchase page and the Cliffwater Enhanced Lending Fund page.

For the year to March 31, 2026 the fund charged $57.6 million of management fees and waived $23.8 million; the waiver ended on June 30, 2026. Restoring the full 1.40% on $5.95 billion of net assets costs 0.40 percentage points, about $23.8 million a year (our arithmetic). Financial highlights, Class I:

Distributions in the year to March 31, 2026 were $0.62 per share, of which $0.08 was return of capital. Past returns say nothing about the next NAV.

What a reader can do with this

• If you hold shares and want out: the request must be in good order by 4:00 p.m. Eastern on December 1, 2026. Through a broker, adviser or plan trustee the cutoff is usually earlier and a transaction fee may apply; ask them for their date. You can change or withdraw the request until the deadline.
• If you hold it in an IRA: the form requires a withholding election, and the notice says a $50.00 fee applies to a full redemption unless the annual fee is paid. A fund repurchase that satisfies a required minimum distribution is a separate case: the annual report says the fund may accept the total number of shares tendered for a required minimum distribution. See RMD rules for illiquid IRA assets.
• If you are staying: the number to watch is the share repurchased in May 2026, due in the semiannual report for September 30, 2026, and then the next notice around May 2027. If that percentage is near 5%, proration becomes a real possibility.
• Taxes: the notice says a tender is generally treated as a taxable sale with a capital gain or loss. See how interval fund sales are reported and the wash sale rule for interval fund tenders, and ask your CPA.
• Compare windows: the Q4 2026 tender deadlines calendar and, for the basics, what an interval fund is.

Neither the fund nor its board makes a recommendation on whether to tender; the notice says each shareholder “must make an independent decision.”

FAQ

All figures are from SEC filings of Cascade Private Capital Fund (CIK 1864609) read on EDGAR on October 30, 2026: the Form N-23C3A notices of May 16, 2024 (0001398344-24-009930), October 24, 2024 (0001213900-24-090231), May 22, 2025 (0001213900-25-046653), November 20, 2025 (0001213900-25-112949), May 8, 2026 (0001213900-26-053692) and October 29, 2026 (0001213900-26-113648); the annual reports on Form N-CSR filed June 8, 2026 (0001213900-26-066320) and June 9, 2025 (0001213900-25-052563); the semiannual report on Form N-CSRS filed December 5, 2025 (0001213900-25-118502); ten Form N-PORT reports for the quarters from March 31, 2024 to June 30, 2026, the latest filed August 28, 2026 (0001193125-26-373850); the prospectus filed July 29, 2026 (0001213900-26-082696); and 17 CFR 270.23c-3. The fund's last filing at the time of writing was the Form N-23C3A of October 29, 2026. Quarterly sums, percentages of net assets, dollar thresholds and filled-share illustrations are our arithmetic. Dates can change if the fund postpones or suspends the offer. This is analysis of public documents, not investment, legal or tax advice.