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A Regulation D 506(b) Private Offering · By Invitation Only

Fixed-rate promissory notes. 24% per annum, paid monthly.

Corinthian Capital Fund LLC issues fixed-rate promissory notes to accredited and qualifying sophisticated investors. Interest accrues from the day your note is funded and is paid monthly. The Fund charges no management fee and no performance fee: the Manager is compensated by what the portfolio earns above the amounts payable under the notes.

Securities are offered pursuant to Rule 506(b) of Regulation D under the Securities Act of 1933 and Section 4(a)(2) thereof, without general solicitation, and are available only to accredited investors and a limited number of sophisticated investors with whom the Manager has a pre-existing relationship. Nothing on this page is an offer to sell or a solicitation of an offer to buy any security. Any offer is made only through the Fund’s Private Placement Memorandum, as supplemented, which contains a complete description of terms, conditions, and risk factors, including the risk of loss of principal. The rate, term, and payment schedule for any note are those stated in that note.

24%
Per Annum, Fixed
2.00%
Per Month, Simple Interest
Monthly
Interest Paid by the 5th
12 mo
Standard Note Term
$200K
Minimum Investment
$20M
Maximum Offering
I.

The Offering

A Creditor Relationship

You hold a note. The obligation to pay you is contractual.

Corinthian Capital Fund LLC is a Texas private investment fund managed by Corinthian Capital Partners LLC. Investors purchase fixed-rate promissory notes issued by the Fund. Noteholders are creditors of the Fund, not equity owners: your return does not float with portfolio performance, and you carry no management responsibilities, capital calls, or co-investment obligations.

The Standard Note, at a Glance
  • Interest Rate24% per annum, fixed: 2.00% per month, simple interest, no compounding
  • AccrualInterest begins to accrue the day your note is funded
  • PaymentsMonthly, on or before the 5th of each calendar month, by wire or ACH
  • Term12 months, standard, with extension options as provided in your note
  • At MaturityOutstanding principal and accrued interest are repaid
  • During the TermCapital is committed: no redemption right, no put option, no early withdrawal
  • PrepaymentThe Fund may prepay any note at its discretion, without penalty
  • Operative TermsThe rate, term, and schedule for any note are those stated in the note itself
On Fees

The Fund charges no management fee and no performance fee, and neither the Company nor the Manager receives any fee in connection with the Offering. The Manager and its affiliates own the Company and are compensated by what the portfolio earns above the amounts payable under the notes. The Company bears its own organizational and operating expenses, as described in the Memorandum.

II.

How It Works

Step One

Qualify

The offering is made under Rule 506(b), without general solicitation. Access is by invitation, through an existing relationship with the Manager. It is open to accredited investors and a limited number of sophisticated investors; your status is documented in the subscription questionnaire, and the Manager may request supporting documentation.

Step Two

Subscribe

Review the Private Placement Memorandum and its First Supplement, then execute the Subscription Agreement in the form that matches how you will hold your note: individual or entity. The minimum investment is $200,000, which the Manager may adjust at its discretion. Your note is issued at closing.

Step Three

Receive Interest

Interest accrues from the date your note is funded at 2.00% per month, simple interest, and is paid monthly, on or before the fifth day of each calendar month, directly to the account of record. No distributions to chase, no reinvestment mechanics to manage.

Step Four

Mature or Extend

At the end of the twelve-month term, outstanding principal and accrued interest are repaid, or the term is extended as provided in your note. There is no early exit during the term: the notes carry no redemption right and no put option, and transfers are restricted.

III.

Investment Mandate

How the Fund earns your rate: the core of the portfolio is sponsored direct lending focused on the e-commerce sector. The Fund lends directly to the sponsor, an established private equity operator that acquires and grows cash-flowing e-commerce businesses, at fixed rates above the rate paid on the notes. The sponsor’s monthly loan payments, serviced by the operating cash flows of the underlying businesses, fund the monthly interest on your note. The margin the portfolio earns above the 24% paid to investors covers the Fund’s costs and is the Manager’s only compensation.

I.

Private Credit

The core allocation: fixed-rate loans made directly to the sponsor to finance the acquisition of established, cash-flowing e-commerce businesses. Underwritten for current income first, with pricing that reflects the speed and certainty of execution the lower middle market pays for.

II.

Structured Credit

Asset-backed instruments, structured lending facilities, and other credit structures with defined cash-flow priority. Positions are selected for contractual income and downside definition rather than market appreciation.

III.

Private Equity

Selective minority and control equity positions and co-investments alongside established operators, taken where the Fund’s credit relationships create privileged access. A complement to the income engine, not a substitute for it.

The Manager retains full discretion to allocate across the mandate as conditions warrant, prioritizing consistent cash generation to service the notes. The complete investment criteria, concentration policies, and related risk factors are set out in the Private Placement Memorandum.

IV.

Why a Fixed-Term Note

Certainty of Terms

A defined rate, on a defined calendar.

Your economics are set in the note itself: 24% per annum, paid monthly, over a twelve-month term. The return does not depend on mark-to-market values, waterfall math, or the Manager’s discretion over distributions.

Structural Discipline

No redemption mismatch by design.

Semi-liquid vehicles promise liquidity they may have to gate in stress. Corinthian makes the opposite trade: fixed terms and no early redemption, so the portfolio is never a forced seller to meet a queue. Assets and obligations mature on a known schedule.

Alignment

The Manager earns only above your coupon.

With no management or performance fee, the Manager’s compensation is what the portfolio retains above the amounts payable under the notes. The Manager profits only after your coupon is covered.

Institutional Plumbing

Run like an institution from day one.

Independent fund administration through NAV Consulting, annual audit, and dedicated fund banking. Investor records, subscriptions, and confirmations flow through the administrator, not through a spreadsheet.

V.

Summary of Terms

IssuerCorinthian Capital Fund LLC A Texas limited liability company
ManagerCorinthian Capital Partners LLC A Texas limited liability company; Caleb Caraway, Key Principal
Offering ExemptionRegulation D, Rule 506(b) Section 4(a)(2) of the Securities Act of 1933; no general solicitation
Eligible InvestorsAccredited investors; limited sophisticated investors Up to 35 non-accredited sophisticated investors; benefit plans and IRAs limited to 25% of outstanding notes in the aggregate
InstrumentFixed-rate promissory note Creditor position; no equity, voting, or governance rights; non-convertible; non-recourse to any owner, officer, or manager personally
Interest Rate24.00% per annum, fixed 2.00% per month; simple interest, no compounding. The operative rate for any note is the rate stated in that note
Interest PaymentsMonthly On or before the 5th day of each calendar month, by wire or ACH
Term12 months, standard Extension options as provided in each note; principal repaid at the end of the term
Early RedemptionNone No redemption right, put option, or early-withdrawal mechanism during the term; the Fund may prepay any note without penalty at its discretion
Minimum Investment$200,000 Other amounts accepted at the Manager’s sole discretion
Maximum Offering$20,000,000 Per the First Supplement dated July 22, 2025
Fees to InvestorsNo management or performance fees The Company bears its own organizational and operating expenses, as described in the Memorandum
SecurityUnsecured obligations of the Fund Not bank deposits; not FDIC insured; not guaranteed by any third party
TransferabilityRestricted Notes are unregistered and may not be transferred without consent
Tax ReportingInterest income Annual tax reporting; consult your own tax adviser
Fund AdministratorNAV Consulting, Inc.
Auditor & TaxCherry Bekaert
BankingAxos Bank
Governing LawState of Texas

This summary is qualified in its entirety by the Private Placement Memorandum dated August 23, 2024, as supplemented by the First Supplement dated July 22, 2025, the applicable Subscription Agreement, and the Form of Note, which together control in the event of any inconsistency. Capitalized terms used here are defined in those documents.

VI.

Leadership

Caleb Caraway

Founder & Manager, Corinthian Capital Partners LLC

Mr. Caraway is the founder and sole manager of Corinthian Capital Partners LLC, the Fund’s management company, and directs investment strategy, underwriting, portfolio construction, and fund operations. Corinthian is the first vehicle in a family of private funds he has built and operates. He is a principal of Dark Horse Wealth Management LLC, a Texas family office platform for alternative assets, and the founder of Draft Horse Capital Partners LLC, a private credit fund.

VII.

Operations & Governance

Fund Administration
NAV Consulting, Inc.

Independent administration, investor recordkeeping, subscription processing, and AML screening.

Audit & Tax
Cherry Bekaert

Annual audit of the Fund’s financial statements and tax advisory.

Banking
Axos Bank

Dedicated, segregated fund accounts. No commingling with the Manager.

Regulatory
Form D on File

Form D filed with the SEC, as amended, with state notice filings including Texas.

Independent Recordkeeping

Investor records, subscriptions, and confirmations are maintained through the Fund’s independent administrator, NAV Consulting, Inc., not by the Manager.

Verification Before Capital

No subscription is accepted until KYC and AML screening and a completed subscription package are on file. Wires are accepted only into the Fund’s dedicated account.

Annual Reporting

Within sixty days after each calendar year end, the Fund delivers a status report of its investments and activities to investors by email or investor portal.

VIII.

Common Questions

Who is eligible to invest?

The offering is made under Rule 506(b) of Regulation D, without general solicitation, to investors with whom the Manager has a pre-existing relationship. It is open to accredited investors as defined in Rule 501(a) and to a limited number of sophisticated investors, no more than thirty-five, who have the knowledge and experience in financial and business matters to evaluate the merits and risks of the investment. Your status is documented in the subscription questionnaire, and the Manager may request supporting documentation. Non-U.S. investors should contact the Manager to discuss eligibility and documentation.

What exactly am I purchasing?

An unsecured fixed-rate promissory note issued by Corinthian Capital Fund LLC. You are a creditor of the Fund with a contractual right to interest and principal on the note’s schedule. You hold no equity, no voting rights, and no governance role, and you bear no capital calls. The notes are not convertible into equity, and there is no personal recourse against any owner, officer, or manager of the Fund.

Are all notes identical?

No. Under the Memorandum, the rate, term, and payment schedule of each note are set in that note and may vary with the Portfolio Investment being made at the time. The standard terms currently offered are 24% per annum, a twelve-month term, and monthly interest paid on or before the fifth of the month. Your executed note is the operative document, and its terms control.

What does the Fund do with the money?

The core strategy is sponsored direct lending in the e-commerce sector. The Fund lends directly to the sponsor, a private equity operator acquiring established e-commerce businesses, at fixed rates above the note rate, and the sponsor’s monthly payments fund the interest on your note. The balance of the mandate, structured credit and selective private equity, follows the same income-first discipline. The complete investment criteria, allocation policies, and related risk factors are described in the Private Placement Memorandum.

How and when is interest paid?

Interest accrues from the date your note is funded at 2.00% per month, simple interest with no compounding, and is paid monthly, on or before the fifth day of each calendar month, by wire or ACH to the account of record. Tax reporting is provided annually.

What happens at the end of the term?

At maturity, outstanding principal and accrued interest are repaid, or the term is extended as provided in your note.

Can I exit before maturity?

No. The notes carry no redemption right, no put option, and no early-withdrawal mechanism during a term. From subscription, your capital is committed for the full term of your note. This is deliberate: the Fund does not promise liquidity it would have to fund by selling assets under pressure. The Fund may, at its sole discretion, prepay a note before maturity without penalty. Notes are also subject to transfer restrictions and may not be sold or assigned without consent.

Are the notes secured or insured?

No. The notes are unsecured obligations of the Fund. They are not bank deposits, are not insured by the FDIC or any other agency, and are not guaranteed by any third party. The Fund’s ability to pay interest and principal depends on the performance of its portfolio. The Private Placement Memorandum contains a complete discussion of risk factors, and it should be read in full before investing.

What does the Manager earn?

Neither the Company nor the Manager receives any fee in connection with the Offering: no management fee and no performance fee. The Manager and its affiliates own the Company and retain the profits the portfolio earns above the amounts payable under the notes. The Company bears its own organizational and operating expenses, as described in the Memorandum. The Manager’s economics begin only after your coupon is covered.

What reporting will I receive?

Monthly interest payments to your account of record, investor records and confirmations maintained through the fund administrator, NAV Consulting, Inc., an annual status report of the Fund’s investments and activities delivered within sixty days after each calendar year end, and annual tax reporting. Investor questions are handled directly by the Manager.

IX.

Offering Documents

Disclosure

Private Placement Memorandum

The controlling disclosure document, dated August 23, 2024: the offering, investment criteria, management, conflicts of interest, tax matters, and the complete statement of risk factors.

View Document
Disclosure

First Supplement to the PPM

Dated July 22, 2025, and read together with the Memorandum. Increases the maximum offering amount to $20,000,000 and updates the subscription terms of the offering.

View Document
Execution

Subscription Agreement

The subscription package, including the investor questionnaire and KYC and AML requirements. Complete the form that matches how you will hold your note.

Wire fraud warning. Always confirm wire instructions verbally with the Manager at a known telephone number before transmitting funds. The Fund will never send you revised wire instructions by email, and will never ask you to send funds to an account in any name other than Corinthian Capital Fund LLC. Treat any such request as fraudulent.

Access to this website is restricted. The documents above are confidential offering materials of Corinthian Capital Fund LLC, provided subject to the notices they contain. By opening them you agree to maintain their confidentiality and to rely on them, not this page, as the complete statement of the offering.

X.

Investor Intake

Ready to proceed.

Everything you need to evaluate the offering is on this page and in the documents above. When you are ready, complete the intake form and the Manager will open your subscription through the Fund’s administrator, NAV Consulting, Inc., where the official subscription documents are issued for execution.

Thank you. Your email client has been opened with your intake details; if it did not open, please write to Caleb@Corinthian-Capital.com directly.