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Cliffwater Enhanced Lending Fund (CELFX) Repurchases: 7.01% in March 2026, the Ceiling, as New Money Fell 62%

By Jorge··15 min read
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Quick Answer

Cliffwater Enhanced Lending Fund (Class I: CELFX; SEC CIK 1842754) is an interval fund: every quarter it must offer to buy back at least 5% of its shares at NAV, and it may buy up to 2% more. From May 2023 to March 2025 it bought between 1.38% and 3.07% of its shares per offer. Its annual report for the year ended March 31, 2026 shows 5.75% repurchased in the December 15, 2025 offer and 7.01% in the March 18, 2026 offer ($581.9 million), the 5% offer plus the full 2% extra. Repurchases for the year were $1.45 billion, against $342.0 million the year before. The report does not say how many shares were tendered, so whether holders were prorated is not public. Meanwhile sales of new shares on Form N-PORT fell from $1.18 billion in October-December 2025 to $449.5 million in April-June 2026, and in June 2026 the fund paid out $400.7 million against $150.2 million coming in. Class I NAV was $11.01 at March 31, 2026 and $10.73 on July 23, 2026; net assets were $7.81 billion at June 30, 2026.

Key Takeaways

  • Twelve repurchase results from three annual reports: 1.85%, 1.38%, 2.97% and 3.07% of Class I shares in fiscal 2024; 1.69%, 2.25%, 1.75% and 2.42% in fiscal 2025; 4.47%, 2.23%, 5.75% and 7.01% in fiscal 2026 (years ending March 31).
  • 7.01% is the ceiling, not a measure of demand: the offer is for 5%, the fund may add 2%, and above 7% it must prorate. The filings report what was bought, not what was asked.
  • Dollars out rose more than fourfold: $1,449.3 million of Class I shares repurchased in the year to March 2026 against $342.0 million the year before. The May 29, 2026 offer was paid in June: $400.7 million of redemptions on Form N-PORT, about 5.1% of June 30 net assets (our arithmetic).
  • New money is falling fast: monthly sales on Form N-PORT add up to $1,180.9 million in October-December 2025, $757.4 million in January-March 2026 and $449.5 million in April-June 2026, a 62% drop (our arithmetic). Net assets went from $7.80 billion to $7.81 billion in the June quarter.
  • Borrowing is rising as inflows slow: bank borrowings on Form N-PORT went from $282.6 million at December 31, 2025 to $758.9 million at March 31 and $1,043.5 million at June 30, 2026, about 13% of net assets (our arithmetic).
  • Of the $1.21 a share paid in fiscal 2026, $0.48 was classified as return of capital and net investment income was $0.71. Part of the gap is structural: the fund owns private credit funds and books $519.4 million of their distributions as return of capital, not income.

CSV · 154 rows

Cliffwater Enhanced Lending Fund (CELFX): quarterly repurchases, offer notices, NAV, distributions, flows, borrowings and top holdings, 2023-2026

154 rows from the fiscal 2024, 2025 and 2026 annual reports (Form N-CSR), the September 2025 semiannual report (Form N-CSRS), ten Form N-23C-3 repurchase notices, three Form N-PORT reports and the July 2026 prospectus: amount and percentage repurchased each quarter, NAV at pricing and at each notice, income, distributions and return of capital, monthly sales and redemptions, net assets, borrowings, the largest holdings and the fee table.

What CELFX is, in one paragraph

Cliffwater Enhanced Lending Fund is the smaller sibling of Cliffwater Corporate Lending Fund (CCLFX). Where CCLFX lends mostly directly to middle-market companies, CELFX describes itself as a fund of funds: most of its money sits in private credit funds run by other managers (judging by their names: asset-based lending, portfolio finance, legal finance, specialty lending and credit secondaries), plus loans it holds directly. Its shareholder letter speaks of “over 3,000 underlying credits, with an average position size of 0.03% of NAV.” It started on July 1, 2021, and its annual report puts net assets at $7.82 billion on March 31, 2026, up from $5.36 billion a year earlier, with 708.9 million Class I shares outstanding. Class I has a $10 million minimum, which the fund may waive; Class D, launched August 4, 2025, has a $50,000 minimum and up to a 2.00% sales load. Like every interval fund, it must offer each quarter to repurchase at least 5% of its shares; the rule is a standing obligation, not a board decision, and anything tendered above 7% is prorated.

Twelve quarters of repurchases

From the repurchase tables in the fund's annual reports. The percentage is of Class I shares outstanding; the NAV is Class I at the pricing date, which is the same day as the request deadline.

Offer openedDeadline and pricing dateClass I NAV at pricingAmount repurchasedShare of Class I repurchased
May 1, 2023May 31, 2023$10.77$31.3M1.85%
Jul 28, 2023Aug 29, 2023$10.83$28.3M1.38%
Oct 27, 2023Nov 28, 2023$10.85$72.3M2.97%
Feb 2, 2024Mar 5, 2024$10.93$89.0M3.07%
Apr 29, 2024May 29, 2024$11.02$55.5M1.69%
Jul 29, 2024Aug 28, 2024$11.08$85.6M2.25%
Oct 24, 2024Nov 25, 2024$11.02$76.3M1.75%
Feb 3, 2025Mar 5, 2025$11.00$124.5M2.42%
May 15, 2025Jun 16, 2025$11.12$269.5M4.47%
Aug 14, 2025Sep 15, 2025$11.06$152.3M2.23%
Nov 13, 2025Dec 15, 2025$11.06$445.6M5.75%
Feb 13, 2026Mar 18, 2026$10.98$581.9M7.01%
May 8, 2026May 29, 2026not yet reported$400.7M redeemed in June (Form N-PORT)in the next semiannual report
Jul 28, 2026Aug 31, 2026not yet reportedin the next reportsup to 5% (+2%)

For two years the amount bought stayed well inside the 5% offer. December 2025 was the first of these twelve offers above 5%, which means the fund used part of its discretionary 2%, and March 2026 hit the ceiling at 7.01%. The repurchase notice spells out what happens past that point: “If the Fund determines not to repurchase an additional two percent (2%) or if more than seven percent (7%) of the outstanding shares are tendered, then the Fund will repurchase shares on a pro rata basis.” Whether requests in March went beyond 7%, and by how much, is not in the filing. Class D, launched in August 2025, had its first repurchase in March too: $29,519.

The May 2026 offer will be in the semiannual report for the six months to September 30, 2026, due around December. Form N-PORT already shows its size: redemptions of $400,720,406 in June 2026, the month the May 29 offer was paid, about 5.1% of the fund's $7.81 billion of net assets at June 30 (our arithmetic). That is consistent with the fund buying roughly its 5% offer, but the percentage of shares, and whether the fund added any of the extra 2%, will only be known from the semiannual report.

When can you sell CELFX: the offer calendar

Each quarter the fund files a Form N-23C-3 with a letter to shareholders. The 2026 offers ran February 13 to March 18, May 8 to May 29, and July 28 to August 31, each for “up to five percent (5%) of its outstanding shares” at NAV on the pricing date, with requests due by 4:00 p.m. Eastern on the last day. The May window was 21 days, the shortest of the ten notices we read and the minimum the fund's prospectus says Rule 23c-3 allows; the others ran 30 to 34 days. On the fund's rhythm the next notice should arrive in late October or November 2026. Three terms from the notice matter to anyone planning an exit:

  • “The Fund will not charge a repurchase fee,” though a broker or retirement-plan trustee may charge one for submitting the request, and proceeds are paid within seven calendar days.
  • The fund may accept in full holders “who own less than $2,500 worth of shares and who tender all of their shares, before prorating other amounts tendered.”
  • If an offer is prorated, you “may have to wait until the next quarterly repurchase offer to tender the remaining shares,” and “Subsequent repurchase requests will not be given priority over other shareholder requests.”

Money in, money out: the monthly view from Form N-PORT

The annual report shows that the fund still grew over fiscal 2026: Class I sales of $3,958.3 million against repurchases of $1,449.3 million. The letter to shareholders puts it this way: “The Fund's net assets grew from $5.3 billion on March 31, 2025, to $7.8 billion on March 31, 2026.” The quarterly Form N-PORT reports, which give sales and redemptions month by month, show how that changed after December:

QuarterShares soldShares redeemedNet assets at quarter-endBank borrowings at quarter-end
Oct-Dec 2025$1,180.9M$445.6M$7.48B$282.6M
Jan-Mar 2026$757.4M$581.9M$7.80B$758.9M
Apr-Jun 2026$449.5M$400.7M$7.81B$1,043.5M

Sales fell 62% in two quarters (our arithmetic). In June 2026 alone the fund took in $150.2 million and paid out $400.7 million. Net assets were flat at $7.81 billion over the June quarter, while bank borrowings rose by $284.6 million (our arithmetic). The annual report gives the secured revolving credit facility as $700 million at March 31, 2026, up from $250 million a year earlier; the N-PORT figure for the same date is $758.9 million, and the filings do not reconcile the two. Total liabilities on Form N-PORT were $1.90 billion at June 30, 2026.

Fiscal year (to March 31)Class I NAV at year-endNet investment income per shareDistributions per shareof which return of capitalTotal return
2023$10.85$0.58$1.00$0.279.36%
2024$10.70$0.63$1.45$0.8412.74%
2025$11.22$0.70$0.92$0.0513.98%
2026$11.01$0.71$1.21$0.489.55%

In fiscal 2026 the fund distributed $699.2 million and reported net investment income of $442.9 million (63%, our arithmetic); $277.5 million of the Class I payout was classified as return of capital, about 40% of the total. Before reading that as a fund paying out money it did not earn, note how a fund of funds books income. The annual report says: “Distributions from private investments that represent returns of capital in excess of cumulative profits and losses are credited to investment cost rather than investment income.” In fiscal 2026 the fund received $519.4 million of such return-of-capital distributions from its investments, on top of $362.0 million of distributions it did count as income. Total return, which counts NAV changes plus distributions, was 9.55%, after 13.98% the year before; since inception in July 2021 the letter gives a net annualized 12.21% for Class I.

NAV is lower than a year ago at the same point in the quarterly cycle: $10.95 in the August 11, 2025 notice and $10.73 in the July 23, 2026 notice, down 2.0% (our arithmetic). The NAV in each notice has been 8 to 17 cents below the NAV at that quarter's pricing date, so compare notices with notices.

What the fund owns

At June 30, 2026, the largest positions on Form N-PORT, after a money market fund of $485.0 million (6.21% of net assets), were stakes in other managers' private credit funds:

Holding (Form N-PORT name, abbreviations expanded)Value at June 30, 2026Share of net assets
Dawson Portfolio Finance Evergreen$344.9M4.42%
Hercules Evergreen Fund LP$235.7M3.02%
Symbiotic Capital Credit Parallel$198.9M2.55%
PG Lending Fund I, LP$172.4M2.21%
Dawson Port Finance SICAV$165.6M2.12%
Banner Ridge Secondary Fund V LP$160.8M2.06%
BSOF SRT Onshore Class SRT Series 6$152.8M1.96%
AG Asset Based Credit Evergreen Fund LP$131.6M1.69%
ACRE Credit Portfolio II LP$124.6M1.60%
Silver Point Specialty Lending$122.0M1.56%

Those fund stakes are valued from the underlying managers' own NAVs, so they carry no Level 1-3 label on Form N-PORT. That matters for liquidity: a 7% quarter has to be paid from cash, from what the fund can sell or from its credit line, and the filings we read do not say how quickly the underlying funds can be redeemed. The prospectus fee table puts total annual expenses for Class I at 2.94%: a 0.95% management fee, 0.91% of borrowing costs, 0.84% of fees charged inside the underlying funds and 0.24% of other expenses.

What a holder can do with this

  • If you want out: requests go in during the window in the N-23C-3 notice, through your adviser or platform. The next window should open in late October or November 2026. Submit what you actually want sold; if the offer is prorated, the unfilled part does not carry over.
  • If you asked in March 2026: the fund bought 7.01% of its shares, the ceiling. If more than that was tendered, you were prorated; the annual report does not say which.
  • What to watch: two numbers. The percentage repurchased for May and August 2026 in the semiannual report due around December, and monthly sales on the next Form N-PORT (quarter ending September 30, due by late November). Sales below redemptions for a full quarter would mean the fund is shrinking.
  • For comparison: the same pattern, a jump to the 7% ceiling in March 2026, shows up at CCLFX; Carlyle's interval fund disclosed requests of 15.65% against a 5% offer in April. The private credit redemptions tracker puts the latest offers side by side, and NAV REIT vs interval fund explains how the 5% rule differs from a REIT's repurchase plan.

FAQ

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An email when Cliffwater Enhanced Lending Fund (CELFX) files with the SEC

When Cliffwater Enhanced Lending Fund (CELFX) files: what changed, the one number that matters, and the accession number to check it yourself.

All figures are from Cliffwater Enhanced Lending Fund's SEC filings read on EDGAR on October 5, 2026: the annual reports on Form N-CSR for the years ended March 31, 2024, 2025 and 2026 (accessions 0001213900-24-050670, 0001213900-25-052549 and 0001213900-26-066323), the semiannual report for the six months ended September 30, 2025 (0001213900-25-118509), ten Form N-23C-3 repurchase notices (April 2024 to July 2026), Form N-PORT reports for December 2025, March 2026 and June 2026 (0001193125-26-080327, 0001842754-26-000004 and 0001193125-26-374174) and the prospectus filed July 29, 2026 (0001213900-26-082690). The number of shares tendered in each offer is not disclosed in these filings. Percentage changes and ratios are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.

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