The $3 Billion Blueprint On How Fairway America Built Control Into Every Deal with Matthew Burk
On Accredited Investors Only, host Peter Neill sits down with Matthew Burk to unpack more than two decades of real estate private equity experience. Matthew walks through how market cycles shaped his thinking, why fund structures matter, what separates syndications from funds, and the practical playbook he uses to help managers scale while protecting investors.
From 2008 to Fund Administration: How a Crisis Changed the Playbook
Matthew traces the move into fund advisory and administration back to the financial crisis. Winding down a large fund and dealing with a credit facility forced him to confront recurring problems managers face when they try to raise pooled investment capital. He began helping other managers design funds and then took on back-office work when clients needed operational support.
Running a fund is like a wheel. The manager is the hub and legal, accounting, capital raising, underwriting, asset management and investor relations are the spokes. If the spokes are not calibrated the whole wheel will not run smoothly.
That metaphor explains why lawyers alone are not enough. Legal counsel can draft documents, but many structural decisions are managerial choices: open or closed-ended, fee economics, allocation of profits and losses, distribution frequency, and more. Matthew’s advisory work focuses on guiding those decisions so the overall operation works, not just the legal paperwork.
Why Many Managers Should Pause Before Starting a Fund
Matthew asks prospective managers tough, practical questions to determine readiness:
- How many syndications have you completed and gone full cycle on?
- How do you currently raise capital, and how will that scale?
- What is your average deal size and asset type?
- How many assets could you realistically originate in a year?
- What does your team and infrastructure look like?
Fund management is a business unto itself. Not everyone should start a fund. Sometimes continuing one-off deals or more syndications is the wiser path until track record, team, and capital raise muscle are established.
Syndications Versus Funds: The Core Differences
At a high level:
- Syndication: A single investment vehicle buying a single asset or portfolio at one close. Investors pick deals and bear the concentrated risk and reward of that specific transaction.
- Fund: A pooled vehicle built to acquire multiple assets over time. Investors invest in the manager and rely on the manager’s discretion to allocate capital across assets according to the offering documents.
Key tradeoffs include concentration versus diversification and investor choice versus delegation to manager expertise. Funds require investors to place trust in manager selection and execution, while syndications allow investors to pick individual deals.
Waterfalls, Preferred Returns, Fees, and Simplicity
Waterfalls and profit splits can get mind-bending fast. Matthew advises starting with common, simple templates and avoiding unnecessary complexity. Multiple share classes and conditional splits create confusion and slow capital formation.
On fees and splits, he notes:
- Typical management fee ranges between one and two percent, influenced by fund size and asset type.
- Other fees may include acquisition fees, origination points on loans, and property management fees, either outsourced or kept in-house.
- Simplicity often wins. Investors prefer clean, understandable economics over clever but confusing structures.
Open-Ended Versus Closed-Ended: What Investors Must Know
Open-ended funds allow redemption mechanisms at certain times and are often evergreen. They work better for strategies with higher turnover, such as private credit or loan funds, where cash frequently recycles.
Closed-end funds have a finite life, typically five to ten years, with acquisition, execution, and disposition phases. Investors have no redemption mechanism until disposition and capital return.
Both formats carry tradeoffs. Open-ended funds promise more liquidity but require careful cash management so redemptions can be honored. Closed-end funds offer a defined time horizon but lock investor capital for the life of the vehicle.
Fund Administration and Audits: What to Expect
Matthew strongly recommends using a fund administrator even though admins are not auditors. Administrators provide an independent set of eyes and produce financial statements, income allocations, and investor reporting. They also prepare the documentation auditors need, which can reduce audit hours and cost.
Audits are not always legally required for small funds, but are industry best practice. Audits have minimum costs that can make them unaffordable for very small funds. A common compromise is to include a provision in offering documents requiring an audit once assets under management exceed a threshold, such as 10 million or 20 million.
Typical admin responsibilities include:
- Aggregating asset-level income and expenses.
- Preparing fund-level financial statements and investor statements.
- Allocating income and fees according to the operating agreement.
- Supporting and packaging information for annual audit work.
Red Flags Investors Should Watch
There is no single universal red flag, but some practitioner-identified pitfalls include:
- Unilateral manager rights to change investor economics without LP consent.
- Excessive fees, such as very high management fees relative to market norms.
- Overly broad investment mandates that allow jumping into unrelated asset classes.
- Poorly documented or unverifiable track records.
- Unclear reinvestment rules for distributions, especially in closed-end structures.
Each case is nuanced. A practice that seems normal in one strategy may be unacceptable in another. Investors should understand tradeoffs rather than expect a perfect structure.
Capital Raising Is a Muscle, Not a Byproduct
One of Matthew’s consistent messages is that capital raising is a deliberate effort. Managers who assume money will magically appear once they set up a fund are mistaken. The best fund managers treat fundraising with the same discipline as deal sourcing and underwriting.
Practical capital raise guidance:
- Know your investor base. For most emerging managers, that starts with friends, family, professional networks, accredited high-net-worth individuals, and small family offices.
- Understand what investors in your target audience expect, including audits, reporting cadence, and fee levels.
- Create a written capital raising plan and budget. A plan clarifies incentives and prevents chasing illusions about easy money.
- Be realistic about institutional channels. Large institutional investors and RIAs are difficult markets to crack and require specific relationships and a track record.
Track Record and Documentation
Start tracking results from day one. Matthew emphasizes the value of a simple, maintained spreadsheet that documents performance, distributions, hold periods, and material events. Recreating a track record retroactively is time-consuming and less credible.
Be mindful of securities rules about performance claims. Always consult counsel, but document everything so you can transparently substantiate past results to prospective investors.
Modeling a Fund: Useful But Never Exact
Modeling is a necessary exercise to understand cash flow, fees, and potential outcomes. But models are full of assumptions and will almost certainly be inaccurate in detail. They are valuable because they force managers to think through issues like cash drag, redeployment timing, and sensitivity to interest rates.
Common modeling pitfalls include underestimating cash drag from slow redeployment and failing to account for timing variability in asset payoffs.
Market Trends and the Future of Funds
Key evolutionary drivers Matthew calls out:
- The JOBS Act enabled broad solicitation and accelerated the growth of crowdfunding and online capital platforms.
- More allocators and fund of funds have emerged, aggregating capital from doctors, professionals, and regional investors.
- Technology and investor portals have improved reporting and access, but also increased competition.
- Higher interest rates and market softness have made capital raising harder; many investors have capital tied up in deals that will take longer to return.
- Digitization and tokenization of real-world assets are likely to increase over time, changing distribution and liquidity models.
Despite headwinds, demand for pooled investment vehicles remains strong. The market is maturing and will continue to morph around technology, regulation, and investor preferences.
Traits of Successful Fund Managers
Across many funds, Matthew has seen successful managers consistently demonstrate:
- Clear capital raising plans and the discipline to execute them.
- Operational competence and an understanding that fundraising is as important as deal origination.
- Integrity and consistent communication with investors.
- Willingness to get advisory support when needed and to build appropriate infrastructure from the start.
- Realistic expectations about how quickly capital will be raised and redeployed.
Final Takeaways
There is no perfect fund structure. There are tradeoffs and better options for particular strategies. The practical path to long-term success includes:
- Start with a clear, realistic capital raising plan and budget.
- Use simplicity in economics and reporting to reduce investor friction.
- Use a fund administrator to bring operational discipline and reporting rigor.
- Track and document results from day one to build credibility over time.
- Understand investor expectations around fees, audits, and liquidity before you close.
When calibration, execution, and alignment come together, pooled capital can scale a strategy more efficiently than one-off deals. But scaling responsibly means building the wheel right, not just tightening one spoke.
Resources and Where to Learn More
Learn more about Matthew Burk and Fairway America at https://www.fairwayamerica.com
Connect with Matthew Burk on LinkedIn to follow his insights and updates.
