Please read the following Terms and Conditions of Use ("Terms of Use") carefully before using this website (the
"Website"). The Website is owned and operated by Cliffwater LLC ("Cliffwater"). Cliffwater is registered
as an investment advisory firm with the SEC. Advisory services are only offered to clients or prospective clients where
Cliffwater and its representatives are properly licensed or exempt from being licensed. Nothing contained on the Website
is intended to be or should be construed as legal, tax, investment or any other advice. You may use the materials on
the Website solely for personal, informational and non-commercial purposes. All rights not expressly granted in these
Terms of Use are reserved by Cliffwater.
AGREEMENT TO TERMS OF USE
Your access to and use of the Website is subject to these Terms of Use and all applicable laws and regulations. The Terms
of Use constitute a legal agreement between you and Cliffwater. Without limiting the foregoing, the Website is not available
to persons under age 18. By accessing and using the Website, you accept, without qualification, these Terms of Use. If
you do not approve and accept these Terms of Use without qualification, you should exit the Website immediately.
Cliffwater may, at its discretion, change, modify, add or remove portions of these Terms of Use at any time without notice
to you. You should check these Terms of Use periodically for changes. These Terms of Use can be accessed from the link
at the bottom of each page. If you use the Website after changes are posted to these Terms of Use, you accept the changed
Terms of Use. Cliffwater expressly reserves the right to monitor any and all use of the Website.
PERSONAL AND NON-COMMERCIAL USE LIMITATION
The Website is for your personal and non-commercial use. Cliffwater grants you a non-exclusive, non-transferable and limited
personal license to access and use the Website, conditioned on your continued compliance with these Terms of Use. You
may not modify, copy (except as set forth below), distribute, transmit, display, perform, reproduce, publish, license,
create derivative works from, transfer, or sell any information, products or services obtained from the Website. You
may not link other websites to the Website without Cliffwater's prior written permission.
You are prohibited from using the Website to advertise or perform any commercial solicitation. You also are prohibited from
using any robot, spider, scraper or other automated means to access the Website for any purpose without the prior written
permission of Cliffwater. You may not take any action that imposes, or may impose, in Cliffwater's sole discretion,
an unreasonable or disproportionately large load on Cliffwater's infrastructure, interfere or attempt to interfere
with the proper working of the Website or any activities conducted on the Website, or bypass any measures that Cliffwater
may use to prevent or restrict access to the Website. Any rights not expressly granted herein are reserved.
NO INVESTMENT ADVICE OR RECOMMENDATIONS
The information and opinions presented on the Website are intended for informational purposes only and should not be construed
as any advice, recommendation or endorsement from Cliffwater as to any legal, tax, investment or other matter. The information
on the Website does not constitute and should not be construed as an offering of advisory services or a promise to undertake
or solicit business. The Website should not be considered a solicitation or offering for any investment product or service
to any person in any jurisdiction where such solicitation or offer would be unlawful. Your particular needs, investment
objectives and financial situation were not taken into account in the preparation of the Website and the materials contained
herein. The fact that Cliffwater has made available to you through the Website, investment opinions and other information
constitutes neither a recommendation that you enter into a particular transaction nor a representation that any investment
product is suitable or appropriate for you. You should consult a financial adviser or other professional before making
any investment decision. Cliffwater takes no responsibility for any loss or damage arising due to any decision relating
to investments taken by you based on the reports, data and/or information contained on the Website.
NO SECURITIES OFFERING OR LEGAL, TAX, OR ACCOUNTING ADVICE
Information available through this public website is not intended as and does not constitute investment advice, and all information
is not intended and does not constitute legal, tax, or accounting advice or an offer to sell any securities to any person
or a solicitation of any person of any offer to purchase any securities. The information on the Website should not be
construed as Cliffwater's endorsement or sponsorship of any company or security. There are inherent risks in relying
on, using or retrieving any information found on the Website, and Cliffwater urges you to make sure that you understand
these risks before relying on, using or retrieving any information on the Website.
DISCLAIMERS AND LIMITATION OF LIABILITY
THE INFORMATION AND SERVICES PUBLISHED ON THE WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. DUE TO VARIOUS FACTORS,
INCLUDING THE INHERENT POSSIBILITY OF HUMAN AND MECHANICAL ERROR, THE ACCURACY, COMPLETENESS, TIMELINESS AND CORRECT
SEQUENCING OF SUCH INFORMATION, SOFTWARE AND SERVICES AND THE RESULTS OBTAINED FROM THEIR USE ARE NOT GUARANTEED BY CLIFFWATER
OR ANY PERSONS CREATING OR TRANSMITTING SUCH INFORMATION, SOFTWARE AND SERVICES.
CLIFFWATER AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE CONTENT AND OPERATION OF THE WEBSITE
AT ANY TIME WITHOUT NOTICE. THE WEBSITE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME DUE TO REQUIRED MAINTENANCE,
TELECOMMUNICATIONS INTERRUPTIONS OR OTHER REASONS.
CLIFFWATER AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS AND
SERVICES CONTAINED ON THE WEBSITE FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ARE PROVIDED
"AS IS" WITHOUT WARRANTY OF ANY KIND. ANY DATED INFORMATION IS PUBLISHED AS OF ITS DATE ONLY, AND CLIFFWATER DOES NOT
UNDERTAKE ANY OBLIGATION OR RESPONSIBILITY TO UPDATE OR AMEND ANY SUCH INFORMATION. CLIFFWATER AND/OR ITS RESPECTIVE
SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS AND SERVICES,
INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT
AND AVAILABILITY. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION
MAY NOT APPLY TO YOU. ALTHOUGH THE INFORMATION PROVIDED TO YOU ON THE WEBSITE IS OBTAINED OR COMPILED FROM SOURCES CLIFFWATER
BELIEVES TO BE RELIABLE, CLIFFWATER DOES NOT GUARANTEE THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY INFORMATION OR
DATA MADE AVAILABLE TO YOU. PAST PERFORMANCE DOES NOT GUARANTEE FUTURE PERFORMANCE.
YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA
OR ANY OTHER DAMAGE OR LOSS THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT FROM THE WEBSITE. IN NO EVENT SHALL CLIFFWATER
AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING
OUT OF OR IN ANY WAY CONNECTED WITH OR RELATING TO THE USE OF OR ACCESS TO THE WEBSITE OR WITH THE DELAY OR INABILITY
TO USE THE WEBSITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THE WEBSITE, WHETHER BASED
ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF CLIFFWATER OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE
POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL
OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
CLIFFWATER AND ANY PERSON CREATING OR TRANSMITTING THE INFORMATION ON THE WEBSITE SHALL NOT BE LIABLE FOR ANY INFECTION BY
VIRUSES OF OR DAMAGE TO ANY COMPUTER THAT RESULTS FROM YOUR USE OF, ACCESS TO OR DOWNLOADING OF SUCH INFORMATION. IF
YOU ARE DISSATISFIED WITH THE INFORMATION, PRODUCTS OR SERVICES OFFERED AT THE WEBSITE OR WITH THE TERMS AND CONDITIONS
OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF AND ACCESS TO THE WEBSITE.
The Website and all of its content, including but not limited to all text, graphics, charts, audio, logos, images, data compilations,
icons, code and software ("Content"), are the property of Cliffwater and are protected by U.S. and international copyright
laws, with all rights reserved unless otherwise noted. All trademarks, service marks, trade names and other product and
service names and logos displayed on the Website are proprietary to Cliffwater, including all registered and unregistered
trademarks and service marks of Cliffwater. If the Website includes any trademarks, service marks, trade names or logos
of any third parties, such items are the proprietary marks and names of their respective owners, and are protected by
applicable trademark and intellectual property laws. Your use of any Content, whether owned by Cliffwater or any third
party, without Cliffwater's express written permission, is strictly prohibited except as otherwise expressly permitted
in these Terms of Use. Without limiting the foregoing, you are prohibited from using any of Cliffwater's copyrighted
material or trademarks for any purpose, including, but not limited to, use as metatags, links or otherwise on any website,
without the prior written permission of Cliffwater.
REFERENCES TO PUBLICATIONS AND OTHER COMPANIES
References to any publication or any other company in the Website are for reference and informational purposes only and are
not intended to suggest that any of such companies endorse, recommend or approve of the services, analysis or recommendations
of Cliffwater or that Cliffwater endorses, recommends or approves the services or products of such companies. News stories
reflect only the author's opinion and not necessarily that of Cliffwater.
USE OF LINKS TO THIRD PARTY WEBSITES
The Website may contain links to other websites. Cliffwater does not exercise control over third party websites and is not
responsible for the content of any other website linked to the Website. Hyperlinks to or from the Website do not constitute
endorsement of, sponsorship by or affiliation with Cliffwater and is not an endorsement of their products or services
or practices. In no event will Cliffwater or any of its directors, employees or agents accept any liability with regard
to the information contained in other hyperlinked or referred-to websites. Any links to other websites are included as
a convenience, and Cliffwater assumes no liability for the content or the presentation of linked sites.
MATERIAL TO BE CONSULTED IN ITS ENTIRETY
All materials on the Website are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions
or disclosures, and any copyright or proprietary notices. Any disclaimers, restrictions, disclosures or hedge clauses
apply to any partial document or material in the same manner as they do to the whole, and will be deemed incorporated
in the portion of any material or document that you consult or download.
You agree, at your own expense, to indemnify, defend and hold harmless Cliffwater, its parents, subsidiaries and affiliates,
and their officers, partners, managers, members, employees, agents, distributors and licensees, from and against any
judgments, losses, deficiencies, damages, liabilities, costs, claims, demands, suits, and expenses (including, without
limitation, reasonable attorneys' fees and expenses) incurred in, arising out of or in any way related to your breach
of these Terms of Use or your use of the Website.
JURISDICTIONAL ISSUES AND APPLICABLE LAW
Unless otherwise specified, Cliffwater controls and operates the Website from its offices within the State of California,
United States of America. If it is illegal or prohibited in your country of origin to access or use the Website, then
you should not do so. Those who access the Website outside the United States do so on their own initiative and are responsible
for compliance with all local laws and regulations. The information provided on the Website is not intended for distribution
to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to
law or regulation, or which would subject Cliffwater to any registration requirement within such jurisdiction or country.
These Terms of Use are governed by the laws of the State of California, without regard to its choice of law provisions. You
hereby consent to the exclusive and personal jurisdiction and venue of courts in the City and county of Los Angeles,
California which shall have exclusive jurisdiction over any and all disputes arising out of or relating to these Terms
of Use, the use of the Website or any product or service related thereto. Use of the Website is unauthorized in any jurisdiction
that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.
No waiver by Cliffwater of any right under or term or provision of these Terms of Use will be deemed a waiver of any other
right, term, or provision of these Terms of Use at that time or a waiver of that or any other right, term, or provision
of these Terms of Use at any other time.
Cliffwater's performance of these Terms of Use is subject to existing laws and legal process, and nothing in these Terms
of Use is in derogation of Cliffwater's right to comply with law enforcement requests or requirements relating to
your use of the Website or information provided to or gathered by Cliffwater with respect to such use.
If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but
not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable
provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original
provision and the remainder of these Terms of Use shall continue in effect.
By reviewing or using the information on the Website after accessing the Website, you represent and warrant that (a) you
have the authority to enter into these Terms of Use and create a binding contractual obligation, (b) you understand and
intend these Terms of Use to be the legal equivalent of a signed, written contract equally binding, and (c) you will
use the information on the Website in a manner consistent with applicable laws and regulations in accordance with these
Terms of Use, as Cliffwater may amend them online or otherwise from time to time. A printed version of these Terms of
Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based on
or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and
records originally generated and maintained in printed form.
Cliffwater intends to protect the privacy interests of individuals who provide us with their personal data, and to comply
with any applicable regulatory requirements. Personally identifiable information is collected by Cliffwater when a visitor
voluntarily submits a request by using the "Contact Us" function; the information collected includes the name,
email address and phone number of the inquirer. Personally identifiable information collected at the Website is not electronically
encrypted. Information collected is only intended to be used by Cliffwater for responding to such inquiries. Cliffwater
will not disclose personally identifiable information collected to any third party, subject to the requirements of Cliffwater's
privacy policy, in a form that would identify the individual who provided the information.