In today’s regulatory environment, raising capital for multifamily real estate isn’t just about who you know—it’s about how you do it. While many aspiring capital raisers have turned to the co-GP (co-general partner) model in the past, recent SEC scrutiny has made it increasingly clear: unless you’re meaningfully involved in the operations of the deal, the co-GP path is no longer a compliant way to participate.
So what is the right way to raise capital in today’s market?
The answer: becoming a Fund of Funds (FOF) manager.
Co-GP Structures Come with Compliance Risk
The co-GP model allows capital raisers to partner with experienced sponsors by bringing investor equity to a deal in exchange for a share of the general partnership. On paper, it sounds simple—but in practice, SEC guidelines require co-GPs to take on substantive responsibilities beyond just raising money. This includes participating in due diligence, asset management, or other meaningful roles that affect the operations of the project.
Without that active participation, raising capital in exchange for GP equity can be interpreted as acting as an unlicensed broker—which carries significant regulatory risk.
Fund of Funds: A Compliant and Scalable Model
Unlike co-GP arrangements, the fund of funds model offers a clear, SEC-compliant pathway to aggregate investor capital and participate in real estate deals without becoming an operator. As a FOF manager, you create a legal investment vehicle (such as an LLC or LP) that pools capital from your investor base and then invests into larger multifamily syndications.
This structure helps ensure compliance with securities regulations—especially when established with experienced legal counsel to handle entity formation, disclosures, and offering documents. It also frees you to focus on your strengths: educating your investors, connecting them to high-quality syndication opportunities, and supporting their journey toward passive income.
Why More Capital Raisers Are Becoming Fund Managers
The fund of funds strategy is gaining traction for several reasons:
- Compliance: You’re not being paid for “selling securities”—you’re managing your own fund, which invests in other funds or syndications. This distinction is critical from a regulatory standpoint.
- Credibility: Your investors become members of your fund, not direct LPs in the sponsor’s deal. This positions you as a professional fund manager with control over the investment process.
- Diversification: You can spread capital across multiple deals or sponsors, reducing asset-level risk and increasing portfolio strength.
- Scalability: As your network grows, you can raise capital across more opportunities and negotiate stronger terms with sponsors.
At Viking Capital, we’ve structured our FOF Partnership Program to support individuals who want to compliantly scale their capital raising business with the full backing of our operational team, due diligence, and institutional deal access.
How to Get Started as a Fund of Funds Manager
Becoming a successful fund manager starts with the right foundation—legal, strategic, and educational.
First, it’s critical to form your fund properly. Viking Capital partners with Tribevest, a trusted platform that helps new fund managers navigate the legal setup, including forming your LLC, organizing capital contributions, and preparing necessary documentation. Combined with guidance from experienced securities counsel, this ensures your fund is structured in full compliance with SEC regulations and instills trust with your investors from day one.
Next, you’ll want to establish credibility—whether through your own experience or by aligning with institutional sponsors. By partnering with Viking Capital, you gain access to thoroughly underwritten, high-performing multifamily deals and a seasoned asset management team that enhances your investors’ confidence.
Then comes investor education and relationship-building. The most successful FOF managers position themselves as strategic advisors, not just capital connectors. Hosting webinars, sharing thought leadership content, and maintaining transparent communication are key to growing your investor base.
To make that easier, Viking Capital equips FOF partners with done-for-you marketing assets, including pitch decks, investment summaries, co-branded webinars, and a professional investor portal—so you can confidently present curated opportunities without starting from scratch.
The Bottom Line: A Smarter Way to Raise Capital
If you’re looking to raise capital for real estate syndications, the fund of funds model offers a legally sound, scalable, and highly professional path forward. It gives you the flexibility to build your own investor base, earn returns through management and performance fees, and avoid the compliance pitfalls of outdated co-GP structures.
At Viking Capital, we believe in empowering capital raisers to succeed—and do it the right way. Our Fund of Funds Partnership Program provides the infrastructure, sponsor relationships, and support you need to grow a capital raising business with integrity.
Ready to become a fund manager?
Let’s build something together. Book a call with our team to learn more about how you can compliantly raise capital through Viking Capital’s Fund of Funds platform.
This article explains why the Fund of Funds (FOF) model is the most SEC-compliant, scalable, and legally sound structure for individuals who want to raise capital for real estate syndications without becoming active operators. It contrasts the outdated and risky co-GP model, which now requires operational involvement to remain compliant, with the modern fund manager approach that allows for passive capital aggregation. The piece guides readers through what a fund of funds is, why it’s growing in popularity, how to start one, and how platforms like Viking Capital support new fund managers with legal, marketing, and operational resources.
Key Themes:
- SEC compliance and regulatory clarity
- Differences between Co-GP and Fund of Funds
- How to legally raise capital and earn through management
- Steps to launch and scale a FOF business
- Viking Capital’s FOF Partnership Program
Meta: Learn how to legally raise capital as a Fund of Funds manager. Discover a compliant way to build wealth, earn passively, and scale with Viking Capital.
