Sec Form 13G Filing - Cliffwater Corporate Lending Fund (CCLFX) filing for - 2022-06-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G*

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

(Amendment No.  )*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* The reporting person has agreed to waive voting power with respect to all shares held by it in excess of five percent of the class.

* The reporting person has agreed to waive voting power with respect to all shares held by it in excess of five percent of the class.

This Schedule 13G is being filed on behalf of the following:

CCLF, CELF, the Pension Plan, the Adviser and Mr. Nesbitt are collectively referred to as the “Reporting Persons.” The Adviser is the investment adviser of CCLF, CELF, and the Pension Plan. Mr. Nesbitt is the Chief Executive Officer of the Adviser. The reporting persons are reporting indirect beneficial ownership of the Issuer’s Common Shares as a result of their investment in Stellus Private Credit BDC Feeder LP.

The address of the principal business office of the CCLF and CELF is c/o UMB Fund Services, Inc. 235 West Galena Street, Milwaukee, WI 53212.

The address of the principal business office of the Pension Plan is 3 Pine West Plaza Washington Ave Ex, Albany, New York 12205.

The address of the Adviser and Mr. Nesbitt is 4640 Admiralty Way, 11^th floor, Marina del Rey, CA 90292.

The title and class of securities is Common Shares, par value $0.01 per share.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations

(see 18 U.S.C. 1001).

EXHIBIT A

AGREEMENT REGARDING JOINT FILING

OF STATEMENT ON SCHEDULE 13G

The undersigned agree to file jointly with the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D or Schedule 13G or Forms 3, 4 or 5 (and any amendments or supplements thereto) required under section 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of the securities of any issuer. For that purpose, the undersigned hereby constitute and appoint Cliffwater LLC, a Delaware limited liability company, as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present.

Date: June 10, 2022