1 Seed Partners LLC

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1 Seed Partners LLC
CRD #329288
SEC #801-129247
CIK #
AUM 703.5 M (2026-03-30)
Employees 13 (46% Investors, 0% Brokers)
Fees
Minimum
Phone312-847-0543
Address155 N Wacker Drive
Chicago, IL 60606
Source [IAPD] [Website] [LinkedIn]
Total AUM ($M)
80064048032016002010201520212027
Fees and Compensation — Form ADV Part 2A (3/30/2026) [Brochure]
Item 5 – Fees and Compensation

 A.    Describe how you are compensated for your advisory services. Provide your fee
 schedule. Disclose whether the fees are negotiable.

 1SP generally receives a management fee and its affiliated General Partners are allocated carried
 interest as compensation for providing investment advisory services to the Funds. In some instances,
 in addition to or instead of carried interest, the General Partner may also receive revenues from
 underlying investment GP Economics as defined and described below. The following is a general
 description of fees, compensation and expenses of the Funds. Differences exist from Fund to Fund,
 and certain Funds may not be charged certain fees, compensation or expenses that other Funds are
 charged. In addition, the General Partner of each Fund may, in its sole discretion, waive or reduce an
 investor’s management or carried interest allocation. Investors in the Funds also bear certain
 expenses, as described in Item 5.C below. Investors should refer to the Governing Documents of
 the applicable Fund for a complete understanding of how 1SP is compensated for its advisory services.
 The information contained herein is a summary only and is qualified in its entirety by such documents;
 each Fund’s Governing Documents describe its specific fees, compensation and expenses in greater
 detail.

 Management Fees

 1SP charges each Fund a management fee (the “Management Fee”), generally up to 1.75% per annum,
 although some Funds charge different Management Fees. The Management Fee charged to each
 Fund is specified in the Governing Documents of the Fund. All Management Fees were negotiated
 with the Fund’s investors during the fundraising period of the applicable Fund and are not subject to
 negotiation thereafter. Generally, Management Fees are initially calculated based upon each investor’s
 committed capital for the period of time during which each Fund is making investments; thereafter,
 the Management Fee will be equal to a percentage of each investor’s invested capital, subject to
 various other factors.

 A Fund’s General Partner may, in its sole discretion, waive all or a portion of the Management
 Fee. Fees are generally waived for 1SP employees, affiliates and their families investing in a Fund.
 For more specific information on the Management Fees for each Fund, please refer to the relevant
 Fund’s Governing Documents.

 Carried Interest

 Each Fund’s General Partner is entitled to be allocated carried interest (“Carried Interest”) with
 respect to its respective Fund, which generally equals a specified percentage of realized Fund profits
 net of all expenses and is subject to preferred return and catch-up provisions. Each Fund’s Carried
 Interest arrangement may differ, and each calculation is further described in the relevant Fund’s
 Governing Documents and briefly in Item 6, below.

 GP Economics

 In certain Funds, the General Partner may receive a revenue share or economics relating to an
 ownership interest or quasi-ownership interest in an investment (“GP Economics”). While such GP
 Economics may flow through the waterfall and be paid to the General Partner as Carried Interest, in

certain Funds, the GP Economics may be paid directly to the General Partner. Each Fund’s GP
Economics arrangement may differ, and each calculation is further described in the relevant Fund’s
Governing Documents.

Certain Funds include carried interest clawback provisions that seek to ensure that Carried Interest
distributions do not exceed the amount that would have been payable if all investments were treated
as a single investment with contributions and distributions occurring at actual dates.

1SP Funds may also directly or indirectly bear management fees, carried interest and other fees and
expenses at the underlying investment level.

B.      Describe whether you deduct fees from clients’ assets or bill clients for fees incurred.
If clients may select either method, disclose this fact. Explain how often you bill clients
or deduct your fees.

Management Fees are generally paid on a quarterly basis in advance or in arrears, depending on the
Fund. Management Fees and other fees (as described below) are paid either from capital
contributions, current income, disposition proceeds or short-term investment income.

C.      Describe any other types of fees or expenses clients may pay in connection with your
advisory services, such as custodian fees or mutual fund expenses. Disclose that clients
will incur brokerage and other transaction costs, and direct clients to the sections of your
brochure that discuss brokerage.

Manager Expenses

1SP and its affiliates are responsible for all of the day-to-day overhead expenses, including office
expenses and compensation of employees and partners.

Fund Expenses

Each Fund, except as noted above, will pay all expenses of operating the Fund (except those
reimbursed by a specific underlying investment), including (but not limited to): (i) out-of-pocket
investment costs, such as brokerage commissions and finders’ fees, transfer taxes; (ii) all expenses of
the Funds relating to investigating, acquiring, operating, monitoring, managing, leasing, improving,
constructing, rehabilitating, zoning, marketing, advertising, financing and disposing of investments
(including travel and other out-of-pocket expenses, regardless of whether or not the potential
investment is acquired or the investment is disposed of); (iii) fees and disbursements to third parties
relating to any audit and accounting or bookkeeping or tax services with respect to, the books and
records of the Funds including the preparation of the periodic reports, tax advice, tax projections, tax
returns and K-1’s, the costs of verifying distributions, models, valuations and tax allocations; (iv) fees
and disbursements of attorneys, consultants, accountants, tax advisors, bookkeepers, administrators,
...
Account Minimums and Types of Clients — Form ADV Part 2A (3/30/2026) [Brochure]
Item 7 – Types of Clients

Describe the types of clients to whom you generally provide investment advice, such
as individuals, trusts, investment companies, or pension plans. If you have any requirements
for opening or maintaining an account, such as a minimum account size, disclose the
requirements.

1SP provides investment advice to its Funds, which are pooled investment vehicles. The Funds limit
their investors to persons who are “accredited investors” as defined in the Securities Act, “qualified
clients” and/or “qualified purchasers” or “knowledgeable employees” as defined in the Investment
Company Act. Investors must meet certain suitability and net worth qualifications prior to making
an investment. The Funds are not registered or required to be registered under the Investment
Company Act; their securities are not registered or required to be registered under the Securities Act
and are privately placed to qualified investors in the United States and elsewhere. The Funds typically
require capital commitments from each investor of at least $1 million, depending on the specific Fund,
although the minimum subscription amount may be waived for certain investors.

Investors participating in the Funds include pension plans, family offices, foundations, endowments,
high net worth individuals and other investment advisers and may include, directly or indirectly,
principals or other employees of 1SP and its affiliates and members of their families or other service
providers retained by 1SP.

1SP also serves as the investment manager for co-investment vehicles that invest in certain Fund
portfolio investments. Opportunities to invest in a co-investment are made available to select persons
or entities, including, without limitation, strategic investors, lenders, deal sources, other private equity
firms, Fund investors, other persons or entities affiliated, associated or otherwise known to 1SP or its
personnel and unrelated third parties. These co-investment opportunities arise when 1SP has the
opportunity for an investment in an existing or prospective investment and determines that all or a
portion of the applicable opportunity is not required to be offered to, or is not appropriate for, a Fund.
Such determinations are based on the provisions of the applicable Governing Documents and such
other factors as 1SP will consider in its sole discretion, including those specified from time to time in
its policies on investment allocation and co-investment. Subject to any restrictions contained in the
Governing Documents of the relevant Fund or any side letter or other terms negotiated with respect
to such Fund, in general no investor has a right to participate in any co- investment opportunity.

Additionally, 1SP may cause some co-investors to bear a Management Fee and/or Carried Interest
while not imposing a Management Fee and/or Carried Interest (or imposing a different Management
Fee or Carried Interest) on other co-investors and may charge different fees to co- investment vehicles
and/or co-investors than those fees borne by the Funds. In 1SP’s sole discretion, some co-investment
vehicles and/or co-investors may bear all or a portion of certain expenses (e.g., legal and other
expenses associated with a portfolio investment), while other co- investment vehicles and/or co-
investors do not share in such expenses. In certain cases, co- investment opportunities may include
opportunities to invest in Fund portfolio investment at a time when there is not a corresponding Fund
investment or on different terms than any Fund investment.
Type Form D Funds Date Sold AUM
RE 1SP Seeding and Strategic Capital Fund III LP [2025-03-26] 234.6 M 30.2 M
Filed 2026-02-25 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose
RE 1SP ERS Preem III LP 2022-06-27 25.8 M
RE 1SP Emerging Manager U2 LP [2020-03-30] 64.7 M
Filed 2019-12-09 (D) · Exemption 506(b), 3(c), 3(c)(7) · Remaining Indefinite · Duration One year or less · Net Assets Decline to Disclose
RE 1SP ERS Preem II Sidecar LP 2019-03-30 36.9 M
RE 1SP Seeding and Strategic Capital Fund II LP [2019-03-30] 10.6 M 93.0 M
Filed 2019-05-29 (D) · Exemption 506(b), 3(c), 3(c)(7) · Remaining Indefinite · Duration More than one year · Revenue Decline to Disclose
RE 1SP Seeding and Strategic Capital Fund II-MW LP [2019-03-30] 100.0 M 79.9 M
Filed 2019-03-27 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Remaining Indefinite · Duration More than one year · Revenue Decline to Disclose
RE OS Select LLC 2019-03-30 2.2 M
RE 1SP Emerging Manager U1A LP [2018-03-29] 101.0 M 67.3 M
Filed 2017-07-24 (D) · Exemption 506(b), 3(c), 3(c)(7) · Remaining Indefinite · Duration One year or less · Net Assets Decline to Disclose
RE 1SP Emerging Manager U1 LP [2018-03-29] 101.0 M 47.2 M
Filed 2017-06-13 (D) · Exemption 506(b), 3(c), 3(c)(7) · Remaining Indefinite · Duration One year or less · Net Assets Decline to Disclose
RE 1SP Real Estate Seeding Fund LP [2017-03-31] 26.5 M 32.8 M
Filed 2017-09-26 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Minimum $10,000 · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose
View All
AUM Breakdown Accounts AUM ($M)
By Client Type
(a) Individuals (other than high net worth individuals) 0 0.0
(b) Individuals (high net worth individuals) 0 0.0
(c) Banking or thrift institutions 0 0.0
(d) Investment companies 0 0.0
(e) Business development companies 0 0.0
(f) Pooled investment vehicles 13 703.5
(g) Pension and profit sharing plans 0 0.0
(h) Charitable organizations 0 0.0
(i) State or municipal government entities 0 0.0
(j) Other investment advisers 0 0.0
(k) Insurance companies 0 0.0
(l) Sovereign wealth funds and foreign official institutions 0 0.0
(m) Corporations or other businesses not listed above 0 0.0
(n) Other 0 0.0
Total 13 703.5
By Discretionary
Discretionary 13 703.5
Non-Discretionary 0 0.0
Total 13 703.5
By Non-United States Persons
Non-United States Persons 0.0
United States Persons 703.5
Total 13 703.5
Form D Directors Role # Filings # Firms 2011 - 2026
Marc Zahr Director, Executive Officer 98 3
Mark Yusko Executive Officer 29 3
James Hennessey Director, Executive Officer 29 3
Oak Street Real Estate Capital LLC Executive Officer 18 3
Larissa Herczeg Director, Executive Officer 9 2
Joseph Barrett Executive Officer 8 2
Oak Street Sasc LLC Executive Officer 2 1
Mary Kerr Executive Officer 1 1
Oak Street Emerging Manager U2 GP LLC Executive Officer 1 1
Firm Profile (Form ADV)
Discretionary AUM$0.6B
ServesInstitutional
Fund TypesReal Estate
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