The Small Business Legacy Fund

A fund built on a naturally diversified asset class.

The Small Business Legacy Fund provides institutional investors with exposure to secured small-business acquisition credit: seller-financed loans that fund the transfer of established operating businesses from founder to successor. Historically held by individual sellers one note at a time, the asset class has seen limited institutional participation. Aggregated, seasoned and independently administered, it is a portfolio.

Structure

How the Fund is held and administered.

Investorscapital accounts,monthly NAVThe Fundpools and tranches,independently auditedFEA Capital, sponsorstructures and managesinvestor point of contactIndependent partiesServicing partnerservicing, backup servicerSOC 1 and SOC 2 auditedCustodiancash and collateraldocumentsAdministratormonthly NAV, capital accounts,loan-level dataLoan poolsfirst-priority liens,personal guarantiesSeller and originatorretain economic interestin each loancapitalsponsorscash, documents and records held by
Investorscapital accounts, monthly NAVcapitalThe Fundpools and tranches, independently auditedsponsored byFEA Capital, sponsorstructures and manages,investor point of contactheld byIndependent partiesServicing partnerservicing, backup servicerSOC 1 and SOC 2 auditedCustodiancash and collateraldocumentsAdministratormonthly NAV, capital accounts,loan-level dataLoan poolsfirst-priority liens,personal guarantiesinterest retained bySeller and originatorretain economic interestin each loan
FEA structures each pool, manages the Fund and serves as the investor's point of contact. Cash, collateral documents and books and records are held by independent parties.

Ownership transition in the U.S. small-business sector.

A generation of founders is transferring ownership of the businesses they built. Most transactions are seller-financed in part, as they have been historically. The Fund provides capital to that transition.

36.2 million

U.S. small businesses

SBA Office of Advocacy, 2025 Small Business Profiles (June 2025)

46%

Of private-sector employment

SBA Office of Advocacy, 2025 Small Business Profiles (June 2025)

6 million

Ownership transitions projected by 2035

McKinsey & Company, "Boomers and the business baton" (April 2026)

$5 trillion

Enterprise value in transition

McKinsey & Company, "Boomers and the business baton" (April 2026)

What the Fund offers investors.

  1. 01

    Access to an underpenetrated asset class

    Seller-financed acquisition credit has been held predominantly by individual sellers. The Fund offers institutional-scale exposure under institutional controls.

  2. 02

    Diversification on four axes

    Industry, geography, pool and tranche, in loan sizes of $250,000 to $10 million. Concentration limits are set in the fund documents.

    • Services
    • Manufacturing
    • Distribution
    • Healthcare
    • Trades
    • Other

    Illustrative allocation across the four axes; not Fund data.

  3. 03

    Contractual, amortizing cash flow

    Scheduled principal and interest from operating businesses with multi-year histories; first-priority liens and personal guaranties on every loan.

  4. 04

    Seasoned collateral

    Every loan carries a minimum six-month payment history and a verified file before it is eligible for the Fund.

    What stands behind each loanFirst-priority lienOn every loan.Personal guarantyOn every loan.Six-month minimum payment historyBefore the loan is eligible for the Fund.Verified fileBefore the loan is eligible for the Fund.Independent custodyCollateral documents held by independent parties.
    What stands behind each loanFirst-priority lienOn every loan.Personal guarantyOn every loan.Six-month minimum payment historyBefore the loan is eligible for the Fund.Verified fileBefore the loan is eligible for the Fund.Independent custodyCollateral documents held by independent parties.
  5. 05

    Separation of functions

    Servicing, custody and administration by FEA's independent servicing partner under SOC 1 and SOC 2 audited controls; backup servicer engaged from inception; independent audit of the Fund.

  6. 06

    Independent reporting and retained interest

    Monthly NAV, capital account statements and loan-level data from the administrator; the seller and the originator retain economic interest in each loan.

  7. 07

    Direct sponsor access

    The team that structures and manages the Fund is the team investors deal with.

Diligence materials.

Underwriting criteria, collateral documentation, pool and tranche structure and reporting specimens are provided in the Fund's diligence materials, available on request together with introductions to the servicer and administrator.

Any offering is made solely to qualified investors pursuant to confidential offering documents.

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