Central Lending Fund 3

CL Fund 3, LLC is an open-ended private real estate lending fund originating and acquiring short-term bridge loans secured by residential real estate assets across the United States. The Fund is managed by Central Lending Fund Management, LLC, and offers accredited investors two distinct ways to participate: Membership Units (equity) or Secured Notes (debt), each structured to generate consistent income from a diversified portfolio of first-position mortgage loans. The Fund is offering up to $100M in total capital across both debt and equity investments.

Why This Opportunity

• Income-first structure: Designed to generate consistent current income through a diversified portfolio of bridge loans secured by residential real estate collateral, with payments received on a monthly (Notes) or quarterly (Units) basis

• Diversified loan portfolio: Loans typically range from $50,000 to $2,000,000 with an average deal size of approximately $200,000, spreading risk across multiple underlying properties and borrowers

• First-position collateral: Loans are generally secured by first-position interests in underlying residential properties, providing asset-backed protection

• Short-duration loan book: Individual loans are structured with 6 to 24 month maturities, keeping the portfolio actively cycling and reducing long-duration exposure

• Flexible participation options: Investors can choose between Membership Units (equity with 9% cumulative Preferred Return plus upside) or Secured Notes (fixed-rate debt with monthly interest payments)

• Evergreen fund structure: No set end date, with the Manager continuously originating and acquiring loans as long as market conditions support deployment

• Projected returns: 12.0% target return with a 1.12x equity multiple over a 12-month hold

Deal Structure

• Fund size: Up to $100M maximum offering

• Minimum investment: $50,000 (both Notes and Units)

• Fund domicile: CL Fund 3, LLC, a Delaware limited liability company

• Offering: 506(c) Reg D, accredited investors only

• Unit Price: $1,000 per Unit at launch, repriced quarterly based on the Stated Value of Fund Assets

• Distributions: Quarterly for Members, monthly interest payments for Note Holders

• Tax reporting: K-1 for Members, 1099 for Note Holders

Two Investment Options

Membership Units (Equity)

• 9% cumulative Preferred Return on unreturned capital contributions, paid before the Manager receives any promote

• After the Preferred Return is paid, 75% of Distributable Cash goes to Members and 25% to the Manager as carried interest

• Preferred Return accumulates (non-compounded) and carries forward until paid in full

• 12-month lockup period on new Units, with Redemptions processed quarterly thereafter at the Manager's discretion

• Reinvestment Option available to automatically compound returns into additional Units

Secured Notes (Debt)

• Fixed Note Rates set by the Manager based on investment amount and duration per the current Note Schedule

• Monthly interest payments

• Secured on a pari passu basis by a blanket interest in Fund Assets, subject to any senior Credit Facilities

• Note maturities auto-extend at the Note Rate less 1% if no Cash-Out Notice is provided at least 60 days prior to maturity

• Available to both U.S. and non-U.S. persons

• Reinvestment Option available to automatically add monthly interest to the outstanding Note principal

Fund Strategy

The Fund originates and selectively acquires bridge loans for residential real estate investors who are developing, renovating, or stabilizing single and multi-family projects. The Manager actively oversees underwriting, servicing, and secondary market sales, with the ability to sell loans into the secondary market while retaining servicing spread when beneficial to Fund performance. The Fund may utilize leverage through Credit Facilities to enhance capital efficiency, which can magnify returns and introduce additional risk.

Fund Governance & Transparency

• Annual financial statements compiled by a qualified CPA in accordance with GAAP

• Third-party fund administration services provided by Verivest LLC

• Frequent (typically quarterly) qualitative and quantitative performance reporting to Members

• Annual investor meetings, with additional meetings callable by Majority Member vote

• Manager removable for cause by Members holding at least two-thirds of Ownership Interests