Fund of One vs SPV vs SMA

A fund of one, an SPV, and an SMA isolate a mandate three different ways. A fund of one is a private fund with one LP. An SPV typically pools several LPs into one deal vehicle. An SMA is a separately managed account: the client owns the assets; there is no pooled issuer.

This is general information, not legal, tax, or product advice. Choice of vehicle depends on the mandate, the investor, Advisers Act and Investment Company Act facts, and counsel. Allocations administers SPVs and funds; it does not tell you which wrapper to use.

Three wrappers, one job

GPs isolate a mandate when they do not want that sleeve commingled with a flagship book: a single co-invest, a concentrated secondary, a separately priced strategy, or a large LP that will not sit in a pooled vehicle. The economic idea is the same. The legal issuer is not.

• Fund of one. A private fund whose only limited partner (plus the GP) is that client. The fund is the issuer of the LP interest. Documents look like a fund. Tax and Form D treatment usually look like a fund.

• SPV. A special-purpose vehicle, almost always a Delaware LLC, formed to hold one asset or a tightly defined set of assets. Several LPs can subscribe. The vehicle is the shareholder on the underlying cap table.

• SMA. A separately managed account. The adviser trades or holds securities in an account titled for the client. There is typically no pooled partnership issuing interests, so there is typically no fund-level Form D or Schedule K-1 from a partnership.

They fail in different places: investor-count ceilings, K-1 season, custody, and who appears on the underlying issuer’s books.

Fund of one vs SPV: typical use

Fund of one. A family office, RIA client, or institution wants fund economics (carry, a GP, a partnership allocation) and a clean sleeve, but will not share a cap table with other LPs. Common when the check is large enough to justify its own LPA and admin, or when the LP’s consultants require a fund vehicle rather than a brokerage account.

SPV. A syndicate or GP is buying one company, one secondary block, or one co-invest, and several people are writing checks. The company wants one line on the cap table.

SMA. The client already has a custody relationship and wants the adviser to run a sleeve in that account. Used when the client must own the underlying securities directly (look-through, tax-lot control, existing prime broker) and does not want a partnership.

A GP can run more than one of these at once. A flagship fund plus deal SPVs is ordinary. A fund of one next to an SMA for the same strategy is a documentation and allocation problem, not a product SKU.

Documents

The paper is the fastest way to tell the three apart.

A fund of one is still a private fund. Expect a limited partnership agreement or LLC operating agreement, a private placement memorandum or equivalent disclosure, a subscription agreement, and side letters if the single LP negotiated them. The stack is the same family as PPM vs subscription agreement vs operating agreement. The GP entity signs as general partner or manager. The LP signs the subscription.

An SPV is usually lighter: certificate of formation, operating agreement, subscription agreement, often a one-deal disclosure package rather than a multi-year PPM. Side letters still appear. The SPV (not the LPs) signs the underlying stock purchase agreement or subscription into the portfolio company.

An SMA is an advisory relationship. Typical documents are an investment management agreement, an investment policy statement, a custody agreement between the client and the custodian, and Form ADV delivery if the adviser is registered. There is no partnership operating agreement for the sleeve, because the sleeve is not a partnership.

Offering exemption is a separate question. Fund-of-one and SPV interests are usually offered under Regulation D Rule 506(b) or 506(c). An SMA is generally not an offering of a pooled security by the adviser; the client is buying (or already owns) the underlying securities. Counsel still maps the facts.

Investor count and the Investment Company Act

Pooled vehicles that invest in securities and issue their own interests are investment companies unless an exclusion applies. The two workhorse exclusions are Section 3(c)(1) and Section 3(c)(7) of the Investment Company Act of 1940. The statutory 3(c)(1) test is that outstanding securities (other than short-term paper) are beneficially owned by not more than 100 persons, or, for a qualifying venture capital fund, 250 persons, and the issuer is not making and does not propose to make a public offering (15 U.S.C. § 80a-3(c)(1), fetched 2 Sep 2026).

A qualifying venture capital fund, after the SEC’s 2024 inflation adjustment, is a venture capital fund (Advisers Act rule 203(l)-1) with not more than $12 million in aggregate capital contributions and uncalled committed capital (SEC Release IC-35305, adopted 21 Aug 2024; fetched 2 Sep 2026). Most deal SPVs never need the 250-person sleeve. Count look-throughs. Rules: 3(c)(1) vs. 3(c)(7) fund investor limits explained.

A fund of one with a single LP plus a GP is usually inside 3(c)(1). Look-through still matters if that “one” LP is itself a pooled vehicle.

An SPV with 20 syndicate members is the same analysis as any other 3(c)(1) issuer. Allocations product capacity is not the statute: Standard SPV includes 35 investors, Premium 50, extra investors +$100, Fund 249 VC or 99 non-VC (fees, fetched 2 Sep 2026). Those are platform limits. The ICA limit is independent.

An SMA is usually not an “issuer” of a pooled security. The client already owns the account. ICA 3(c)(1) is then the wrong statute to reach for, unless someone has quietly created a pooled vehicle and called it an SMA. If more than one client’s money sits in one legal entity, you do not have an SMA.

Admin after close

Admin is where GPs underestimate the fund of one.

The SPV and the fund of one both need an entity, an EIN, a bank account, KYC on investors, a cap table, books, and, if classified as a partnership, a Form 1065 and Schedule K-1s. Banking for Allocations vehicles is part of onboarding, not a separate SKU. Standard SPV is $9,950 one-time; Premium SPV $19,500 one-time; Fund $19,500 per year; platform carry 0% (fees, fetched 2 Sep 2026). Additional fees may apply.

The SMA’s admin sits at the custodian and the adviser: statements and Form ADV, not a partnership K-1 from the sleeve. That is why an SMA cannot give the GP a single line on a startup cap table.

What GPs actually get wrong

If two unaffiliated checks hit the same partnership, you have a small fund, not a fund of one. An SPV that holds one LP and then trades a book of names is a fund: ICA, Advisers Act, and tax follow the activity. An SMA cannot subscribe into a priced round as “the GP’s vehicle” — the client is the shareholder. Allocations’ 35 / 50 / 249 figures are published product capacity, not legal advice.

If the mandate is one asset and a handful of LPs, the published path is the SPV platform: Standard $9,950 or Premium $19,500, 0% platform carry. If the mandate is a multi-asset book with rolling closes, the published path is the fund at $19,500 per year. A fund of one can be administered as a fund. An SMA is not an Allocations formation SKU. This is not a recommendation to pick a wrapper.

What is a fund of one vs an SPV?

A fund of one is a private fund with a single LP (plus the GP). An SPV is a special-purpose vehicle, usually a Delaware LLC, formed to hold a defined asset and often several LPs. Both can be partnerships for tax. The SPV is built around the asset; the fund of one is built around the LP.

Is a fund of one the same as an SMA?

No. A fund of one is a pooled issuer with fund documents, typically a Form D, and partnership tax if it is a multi-member LLC or LP. An SMA is a separately managed account titled for the client. The client owns the securities. There is usually no partnership K-1 from the sleeve.

Does a fund of one still use 3(c)(1)?

Often yes, because beneficial owners are few. Section 3(c)(1) allows not more than 100 beneficial owners generally, or 250 for a qualifying venture capital fund, and no public offering (15 U.S.C. § 80a-3(c)(1), fetched 2 Sep 2026). Look-through can still inflate the count. This is not a determination that your vehicle qualifies.

Can I run an SPV and a fund of one on Allocations?

Allocations publishes formation and administration for SPVs and funds. A single-LP fund is still a fund for product purposes. Confirm the SKU on the fees page.

Who signs the underlying stock purchase?

In an SPV or fund of one, the vehicle signs. In an SMA, the client (or custodian under a limited power) signs.