Exclusive Bridge Financing Fund

A Delaware Statutory Trust or DST is a separate legal entity created as a trust under Delaware Statutory Law. A DST allows you to co-invest with other investors in one or numerous properties. Although DSTs aren’t new, current tax laws have made them popular among 1031 exchange investors.

Purchasing into a Delaware Statutory Trust is treated as a direct interest in real estate; you are assigned fractional ownership of equity and debt, fulfilling your exchange requirements. Minimum investments are typically between $25,000 and $100,000; therefore, a single investor may own a fractional interest in an entire property or portfolio and receive distributions from the operation of the trust, from rental income, and the eventual sale of the assets

The principal objectives of the Bridge Fund will be to: (1) provide Investors with current income in the form of interest payments from available net cash flow generated by Bridge Fund investments, and (2) return Investors’ principal upon maturity. There is no assurance that either of these objectives will be achieved.

The Bridge Fund is offering to sell senior secured promissory notes maturing on August 31, 2024, subject to the Manager’s right to extend the maturity of the Notes for up to three successive one-year terms, up to an aggregate $25,000,000 in Notes, upon the terms and conditions stated in the Private Placement Memorandum (“PPM”).

The Offered Securities are being issued with a minimum investment of $25,000 and in additional denominations of $1,000; however, the Manager has the right, in its sole discretion, to waive the minimum purchase requirement.

The promissory notes are senior, secured obligations of the Fund, bearing non-compounding interest at the rate of 9% per annum.

Interest payments will be made quarterly, in arrears, based on the calendar year, on the 20th day of the first month following the quarter-end. Interest will begin accruing immediately upon the issuance of the promissory note and will be prorated for the first quarter of investment to those Investor’s purchasing other than at the beginning of a calendar quarter.

They will mature on August 31, 2024 subject to three one-year extension rights exercisable by the Bridge Fund Manager upon at least 60 days written notice prior to the then applicable maturity date to the noteholders.

As of the maturity date, the promissory notes, including all principal and any accrued but unpaid interest, shall be due and payable.

Yes, the Bridge Fund is permitted to prepay the Notes, in whole or in part, at the sole discretion of the Bridge Fund Manager, without penalty. At this point, you will receive your original principal invested, plus any accrued interest up to that point.

This Offering is for Accredited Investors only. You are an “Accredited Investor” as defined in Rule 501(a) of Regulation D under the Securities Act.

An “Accredited Investor” is a natural person that has (i) an individual net worth, or joint net worth with his or her spouse (or spousal equivalent), of more than $1,000,000 (see below regarding calculation of net worth); or (ii) individual income in excess of $200,000, or joint income with his or her spouse (or spousal equivalent) in excess of $300,000, in each of the two most recent calendar years and has a reasonable expectation of reaching the same income level in the current calendar year. Rule 501 additionally provides requirements for companies, organizations, trusts, and other entities to qualify as accredited investors.

Like all private investments, investing in the Bridge Fund is speculative and involves significant risks, including loss of principal. Other unique risks include:

The Fund was recently organized and does not have any operating history.
Investors will rely entirely on the Manager for the management of the fund and its Investments.
It may be difficult to realize the value of the collateral securing the Notes.
Changes in tax laws, including Section 1031, may occur which may materially adversely affect the Fund’s business plan.
The Offered Securities will have very limited liquidity; transferability of the Offered Securities is restricted, therefore Investors should not expect liquidity until the maturity of the Notes.
Initially the proceeds from the sale of the notes may be used to support quarterly interest payments to investors until the cash flow from the Fund’s investments support these payments. Any interest payments made from proceeds of this offering will reduce the cash available to the Fund for investment.
Substantial actual and potential conflicts of interest exist among the Fund and the Manager and its affiliates.

A full discussion of Risk Factors is contained in the Private Placement Memorandum and should be read carefully before making an investment decision.

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