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| 1 Seed Partners LLC
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| CRD # | 329288 |
| SEC # | 801-129247 |
| CIK # | |
| AUM | 703.5 M (2026-03-30) |
| Employees | 13 (46% Investors, 0% Brokers) |
| Fees | |
| Minimum | |
| Phone | 312-847-0543 |
| Address | 155 N Wacker Drive Chicago, IL 60606 |
| Source | [IAPD] [Website] [LinkedIn] |
| Total AUM ($M) |
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| Fees and Compensation — Form ADV Part 2A (3/30/2026) [Brochure] |
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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] |
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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 |
| Serves | Institutional |
| Fund Types | Real Estate |
| Comparable Firms | State | AUM |
|---|---|---|
|
US Agriculture LLC
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IN | 759.1 M |
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EFM Investments & Advisory LLC
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OR | 680.0 M |
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Cayetano Development LLC
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TX | 666.6 M |
|
RRA Investment Management LLC
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AZ | 663.3 M |
|
LEM Capital LP
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PA | 661.4 M |
|
Pender Capital Management LLC
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TX | 661.4 M |