Regulation D

Investment Adviser Exemptions: Why Your State Matters

Managing a feeder fund or fund of funds involves more than complying with the securities laws governing your investment offering. Most sponsors pay considerable attention to Regulation D, their offering documents, and the Investment Company Act. However, the requirements applicable to the company managing those investments often receive much less attention. Your fund may qualify

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Single-investment feeder fund and potential investment adviser obligations

Does Managing a Single-Investment Feeder Fund Make You an Investment Adviser?

You’ve identified a real estate syndication that you believe is a strong investment opportunity. You’ve reviewed the underwriting, evaluated the sponsor’s experience, examined the financing, and spent time understanding the business plan. After completing your due diligence, you’ve decided it’s a project worth bringing to your investor network to buy into the syndication. Rather than

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How Rule 506(c) and Regulation Crowdfunding can help build toward larger capital raises

How Reg D and Reg CF Can Help Build a Larger Capital-Raising Platform

If your long-term goal is to raise $20 million, $50 million, or even more online, it is tempting to think you need to start by building the biggest securities offering available to you. For some companies, that may be the right move. For many others, particularly those working with a limited initial budget, there is

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Simple illustration showing two capital raising paths—relationship-based fundraising under Rule 506(b) and public marketing under Rule 506(c)—both beginning with a business strategy.

Most Sponsors Ask the Wrong Question About Rule 506(b) and Rule 506(c)

Most Sponsors Ask the Wrong Question About Rule 506(b) and Rule 506(c) One of the most common conversations surrounding Regulation D offerings starts with what appears to be a simple question. “Should I use Reg D Rule 506(b) or Rule 506(c)?” At first glance, it seems like the logical place to begin. After all, both

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Why Rule 506(b) Continues to Dominate Real Estate Syndications

If you spend enough time in the real estate industry, you’ll eventually hear someone say that Rule 506(c) or Reg CF is the future of capital raising. After all, it allows sponsors to publicly market their offerings through podcasts, YouTube, webinars, social media, conferences, paid advertising, and other forms of general solicitation. They’re not wrong.

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How Sponsors Are Combining 506(b) Relationships with 506(c) Marketing

Why Side-by-Side Offerings Are Becoming More Common One of the most common assumptions in the capital raising world is that a sponsor eventually has to choose a fundraising lane and stay in it. If you want to raise money from existing relationships, you use Rule 506(b). If you want to generally solicit through podcasts, social

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When Feeder Funds Raise Investment Adviser Questions

Understanding How Your Role Changes and Why It Matters At a high level, feeder funds are not difficult to understand. Capital is raised from a group of investors, pooled into a single entity, and that entity invests into a larger syndication. From a structural standpoint, it’s a clean way to organize capital and participate in

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"Open Mic" Liability: Compliant Webinars

The “Open Mic” Liability: Compliant Webinars and Live Streams for Capital Raising

The free steak dinner seminar marketing plans are dead. Today, capital is raised on Zoom, Google Meet, and YouTube Live. For syndicators and issuers, webinars are the ultimate conversion tool. They allow you to look investors in the eye (digitally), walk through the pitch deck, and answer objections in real-time. But the very feature that

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The Rise of the “Issuer-Influencer”: Navigating Social Media Compliance in Capital Raising

Ten years ago, raising capital was a private affair, primarily done through friend ‘n family under Reg D 506(b) or often on golf courses. Today, it happens through LinkedIn, DMs through our social media, Instagram Stories, and Facebook boosted posts. We have entered the era of the “Issuer-Influencer.” Syndicators, founders, and fund managers are no

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Why Compliance Builds Trust — Not Barriers

There’s a common misconception in real estate syndication: compliance is just expensive red tape that slows you down and scares investors away with legal jargon. The reality? Proper compliance is your strongest competitive advantage in a crowded market. When you’re raising capital for multifamily developments, fix-and-flip funds, or commercial real estate projects, you’re not just

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