Raising capital for a debt fund is different from traditional equity-based syndications. Debt funds offer investors a stable, predictable income stream through structured lending rather than asset ownership. Whether you’re a private lender, real estate investor, or entrepreneur, a properly structured Regulation D debt fund allows you to pool investor capital and deploy it efficiently while ensuring SEC compliance.
At Moschetti Syndication Law, we help fund managers and syndicators navigate securities regulations, investor onboarding, and fund structuring, ensuring that your debt fund is legally sound, investor-friendly, and set up for long-term success.
A debt fund is a structured investment vehicle that pools capital from investors and lends it to borrowers in exchange for fixed-interest payments. Unlike equity funds, which generate returns through appreciation and asset ownership, debt funds focus on predictable income generation and secured lending strategies.
Private lenders expanding their lending operations
Hard money lenders funding real estate investors
Real estate sponsors looking to offer financing for acquisitions
Accredited investors seeking passive, fixed-income opportunities
Entrepreneurs and business owners raising capital for secured lending
With a properly structured debt fund, sponsors can lend at scale, create consistent cash flow, and ensure regulatory compliance—allowing investors to earn steady, secured returns while mitigating risk.
Like all investment offerings, debt funds must comply with securities laws to protect investors and sponsors. Regulation D under the Securities Act of 1933 provides two primary exemptions that allow fund managers to raise capital without registering securities with the SEC:
Rule 506(b): Private fundraising from accredited investors & up to 35 non-accredited investors.
Rule 506(c): Public fundraising (advertising allowed) but restricted to accredited investors only.
Beyond compliance, debt fund structuring involves defining:
Loan terms & investor returns – Interest rates, repayment schedules, and investor distributions.
Collateralization & risk disclosure – Ensuring investor protections through secured loans.
Investor agreements & fund documents – Subscription agreements, private placement memorandums (PPMs), and operating agreements.
While both fund types allow for pooled capital investment, their structures and investor return models differ significantly.
A poorly structured debt fund can lead to compliance issues, regulatory scrutiny, and investor disputes—all of which can damage your business and reputation. At Moschetti Syndication Law, we help fund managers set up legally sound, investor-friendly, SEC-compliant debt funds so you can raise capital with confidence.
What Sets Us Apart?
Flat-Fee Pricing – No hidden fees or hourly billing surprises.
Investor-Ready Fund Documents – Custom-tailored legal agreements, not cookie-cutter templates.
Regulation D Compliance – Full support for SEC and Blue Sky filings.
200+ Successful Fund & Syndication Offerings – Trusted by private lenders and investment managers.
Whether you’re launching your first debt fund or looking to expand an existing lending operation, we ensure your fund is structured for long-term growth, compliance, and investor trust.
Debt funds typically provide bridge loans, hard money loans, mezzanine financing, or secured business loans.
Investors receive fixed interest payments based on loan performance and borrower repayment terms.
Yes—SEC compliance, investor disclosures, and proper legal structuring are crucial for a successful fund.
A properly structured debt fund can be set up in 2-3 weeks with a streamlined legal process.
