We help lenders, investors and operators launch their own fund: 506(b), 506(c), Rule 504, Reg A+, Reg CF, SPVs and more. Fund formation is $20,000 all-in, and you only need $10,000 to get started. Once your fund is formed and its Form D is filed with the SEC, we help you raise capital to reach your goals.
What do you want your fund to do, how much do you want to raise, and why? Share as much as you like. Mike will reply personally.
These are the structures private lenders and credit managers use, from a first single-deal SPV to multi-billion-dollar platforms.
Raise unlimited capital from accredited investors plus up to 35 sophisticated non-accredited investors, from people you already know. No general advertising.
Most common starting pointAdvertise publicly (website, social, events, podcasts) to accredited investors only, with accreditation verified for every investor.
Best for marketing at scaleRaise up to $10 million in 12 months; state rules apply. Useful for smaller first funds and local investor bases.
Smaller raisesA mini-IPO reviewed and qualified by the SEC. Tier 2 raises up to $75 million a year from accredited and non-accredited investors nationwide.
Retail investors, larger budgetRaise up to $5 million a year from the public through a registered funding portal.
Community capitalOne deal, one entity: investors fund a specific loan or property. The fastest way to build a track record before a blind pool.
Fast, deal-specificA pooled fund making first-lien loans on real estate (fix and flip, bridge, construction, land) and paying investors a preferred return from interest.
Core private-lending modelOpen-ended: investors can enter monthly or quarterly and request redemptions after a lock-up. Common for monthly-distribution debt funds.
Ongoing capital raisingFixed raise period and fund life (for example a 5-year term), capital called as deals close. Preferred by many institutions.
Institutional styleThe company sells fixed-rate notes to investors instead of fund units, and lends the proceeds. Simple, predictable returns for investors.
Fixed-income investorsOne investment pool fed by separate U.S. taxable, tax-exempt and offshore vehicles, so each investor type gets the right tax treatment.
Scaling upLet larger investors put extra capital into specific loans alongside the main fund, often with lower fees.
Big-ticket investorsA dedicated vehicle for a single large investor such as a family office or insurer, managed to its own guidelines.
Anchor investorsA REIT structure for a real-estate debt strategy, which can offer investors tax advantages on distributions.
Tax-efficient incomeA business development company that lends to private businesses; a common structure for large private-credit platforms.
Business lending at scaleQualified Opportunity Fund that invests in designated zones so investors can defer and reduce capital gains.
Capital-gains investorsConstruction-lending, small-balance commercial, MCA and business-credit, equipment, factoring, litigation-finance and consumer-credit funds.
Niche strategiesA fund that adds a bank warehouse or credit line on top of investor equity to increase lending capacity and returns.
Leverage for growthVery few large private-credit managers started big. Most built a record one step at a time and added structures as investors and capital grew.
Close loans with your own money or one-off SPVs and build a documented track record.
Launch a 506(b) mortgage or income fund for friends, family and repeat investors.
Move to 506(c) to market publicly, add an evergreen structure, and bring in a credit facility.
Closed-end flagship funds, feeder and parallel vehicles, separate accounts and co-investment for institutions.
We work through each of these with you, so the documents, the pitch and the operations all line up.
What you lend on, where, and why you'll win: asset types, loan sizes, lien position and markets.
Max LTV/LTC, rates and points, terms, borrower credit standards, concentration limits.
Target yield, preferred return, distribution frequency, reinvestment option.
Management fee, performance split or carry, origination-fee sharing, GP commitment.
Fund type and offering exemption, entity (LLC or LP), state of formation, onshore or offshore feeders.
Accredited only or not, minimum investment, IRA and self-directed-account investors, number of investors.
Lock-up period, redemption windows and notice, gates, fund term.
Whether and when to add a bank or warehouse line and how much.
Who sources, underwrites, services, and handles investor relations; advisory board.
Securities counsel, fund administrator, CPA or auditor, bank, loan servicer, insurance.
Form D and blue-sky filings, investment-adviser status, state lending licenses, AML/KYC.
Raise target, timeline, first-close amount, investor pipeline and marketing channels.
Your goals, mission, experience and timeline.
Strategy, lending box and target market on paper.
506(b), 506(c), 504, Reg A+, Reg CF, SPV, REIT or note offering.
Investor returns, fees, carry and your GP commitment.
Fund entity, manager/GP entity and EINs.
Licensed attorneys draft and review the legal documents.
Strategy, risks, terms and disclosures.
Governance, capital accounts, distributions, redemptions.
Investor questionnaire and accreditation verification process.
How your fund approves, documents and services loans.
Fund accounts, escrow and distribution workflow.
Investor statements, capital accounts, NAV and K-1 coordination.
CPA or auditor engagement and tax reporting calendar.
SEC Form D, state notice filings, adviser filings, annual renewals.
Map the state licenses your loan programs require.
Fund name, logo, one-pager and investor presentation.
Compliant fund website, data room and online subscriptions.
Present your deals and results the way investors expect.
Line up first deals so new capital goes to work fast.
Organize your network and warm introductions.
Compliant campaigns for 506(c); relationship outreach for 506(b).
Accept subscriptions and fund the first loans.
Add bank or warehouse leverage once the fund has a record.
Monthly or quarterly updates that build trust and reinvestment.
Follow-on funds, feeders, separate accounts and co-investment.
Ongoing support as your fund grows toward its goals.
Government filing fees and the third-party providers you choose (for example fund administrator, auditor and bank) are billed separately at their cost. Reg A+ offerings involve SEC review and additional costs, quoted separately.
Structuring your fund and preparing the offering and organizational documents, coordinating the SEC Form D notice filing and state notice filings, and setting up your fund's operating framework. You pay $10,000 to start and the $10,000 balance when your completed fund documents are delivered. Government filing fees and third-party providers you choose (fund administrator, auditor, bank) are billed separately at their cost.
No. Regulation D funds are not reviewed or approved by the SEC. Your fund files a Form D notice with the SEC within 15 days of the first sale and makes state notice filings. Regulation A+ offerings are different: they are reviewed and qualified by the SEC, which takes longer and costs more.
506(b) lets you raise from unlimited accredited investors and up to 35 sophisticated non-accredited investors, but you cannot advertise; investors usually come from existing relationships. 506(c) lets you advertise publicly, but every investor must be accredited and you must take reasonable steps to verify it.
Most Reg D funds can be documented and ready to accept capital in roughly 30 to 60 days once the strategy and terms are decided. Reg A+ typically takes several months because of SEC review.
It helps a lot. If you are new, we help you package the experience you do have, and many managers start with an SPV or single-deal offering to build a record before launching a blind-pool fund.
We help you prepare to raise and connect you with our network, and we can introduce registered broker-dealer and placement partners where appropriate. Capital-raising activity is subject to securities laws, and any compensation tied to investments is paid only to properly registered persons.
It depends on your structure, assets under management and state. Many smaller private fund managers qualify as exempt reporting advisers or for state exemptions. We flag this early and coordinate with securities counsel.
Some states require a lending or brokering license to make certain loans (for example, California's CFL for many business-purpose loans). We map the licenses your lending strategy needs as part of planning.
Win-Win Capital Funding, LLC is not a law firm, accounting firm, registered broker-dealer or registered investment adviser. Legal documents are prepared or reviewed by licensed securities counsel, and capital-raising activity is conducted in compliance with federal and state securities laws, including through registered broker-dealers where required. Nothing on this page is an offer to sell or a solicitation of an offer to buy any security. Regulation D offerings are not reviewed or approved by the SEC or any state regulator. Investing in private funds involves risk, including loss of principal.
#TrustDeeds #NoteInvesting #PassiveIncome #RealEstateInvesting #PrivateLending #AccreditedInvestor · Share on X · Facebook · LinkedIn · Email
