A. Describe your advisory firm, including how long you have been in business. Identify
your principal owner(s).
1 Seed Partners LLC (together with its affiliates, “1SP” or the “Firm”), a Delaware limited liability
company, is a privately held investment advisory firm specializing in real estate and real estate-related
investments. Following the SASC Closing, the Firm will serve as an investment manager and provide
discretionary investment advisory services to investment funds (“1SP Funds” or “Funds”) offered to
qualified investors in the United States and elsewhere, as well as fund-of-one or other separately
managed account clients (“1SP SMA Clients” and together with 1SP Funds, “1SP Clients”). The
Firm’s founding members began working together in 2012 at Oak Street Real Estate Capital, LLC
(“Oak Street”) when the SASC business was launched, although the SASC investment strategy was
launched in 2010 at an unaffiliated firm. Oak Street Real Estate Capital, LLC, became an SEC
registrant on September 17, 2012, and Oak Street’s business includes a relying adviser, Oak Street
Seeding and Strategic Capital, LLC, formerly known as Oak Street RE FOF, LLC. On December 30,
2021 Blue Owl (NYSE: OWL) acquired the investment advisory business of Oak Street, including the
SASC business as a relying adviser. 1SP is entering into a Purchase Agreement with Blue Owl to
acquire the SASC assets.
As a boutique real estate firm, 1SP’s strategy seeks added alpha by providing seed and strategic capital
to small, competitively- advantaged private real estate funds in order to assist them in building and
growing institutional platforms. 1SP, generally, will invest in early-stage managers in situations where
1SP can provide cornerstone capital in exchange for ownership or revenue-sharing interests of the
firms, as well as special situations where 1SP can be impactful.
1SP offers investors the opportunity to participate in its investment strategies primarily through
investment in limited partnerships and other collective investment vehicles (the “Funds”) managed
on a discretionary basis. Each Fund is managed by a general partner (“General Partner”) which is
affiliated with 1SP and is deemed registered under the Investment Advisers Act of 1940, as amended
(“Advisers Act”), pursuant to 1SP’s registration in accordance with SEC guidance. While the General
Partners maintain ultimate authority over the respective Funds, 1SP has been delegated the role of
investment adviser. For more information about the Funds and General Partners affiliated with 1SP,
please see Form ADV Part 1, Schedule D, Section 7.A. and 7.B.(1).
Principal Owners/Ownership Structure
1SP is 100% owned through investment vehicles owned by Larissa Herczeg and Mary K. Kerr
(collectively, the “Founding Members”). More information about 1SP’s owners and executive officers
is available in 1SP’s Form ADV Part 1, Schedule A/C.
B. Describe the types of advisory services you offer. If you hold yourself out as specializing
in a particular type of advisory service, such as financial planning, quantitative analysis, or
market timing, explain the nature of that service in greater detail. If you provide
investment
advice only with respect to limited types of investments, explain the type
of investment advice you offer, and disclose that your advice is limited to those types of
investments.
The Firm provides investment advisory services to the Funds. Interests in the Funds are privately
offered to qualified investors in the United States and elsewhere. Investments are made in real estate
and real estate-related assets. 1SP’s investment advisory services to the Funds consist of identifying
and evaluating investment opportunities and negotiating the terms of investments.
C. Explain whether (and, if so, how) you tailor your advisory services to the individual
needs of clients. Explain whether clients may impose restrictions on investing in certain
securities or types of securities.
Except as noted further below, 1SP does not tailor its advisory services to the individual needs of
investors. These objectives are described in the private placement memorandum, limited partnership
agreement and other governing documents of the relevant Fund (collectively, “Governing
Documents”). The Firm does not seek or require investor approval regarding each investment
decision.
Fund investors generally cannot impose restrictions on investing in certain securities or types of
securities, other than through side letter agreements or as described immediately above. Investors in
the Funds participate in the overall investment program for the applicable Fund and generally cannot
be excused from a particular investment except pursuant to the terms of the applicable Governing
Documents. 1SP has from time to time entered into letter agreements or other similar agreements
with one or more Fund investors that provide such investors with additional and/or different rights
or terms than those set forth in a Fund’s general Governing Documents. Such letter agreements are
deemed part of the Governing Documents with respect to such Fund and such investor. Once
invested in a Fund, investors generally cannot impose additional investment guidelines or restrictions
on such Fund.
Despite the foregoing, on occasion, 1SP has established a pooled vehicle for a certain large or strategic
investor and in those instances the single investor may place certain limitations on 1SP’s discretionary
authority and/or tailor investment guidelines, as is established in the Governing Documents for such
Fund.
D. If you participate in wrap fee programs by providing portfolio management services,
(1) describe the differences, if any, between how you manage wrap fee accounts and how you
manage other accounts, and (2) explain that you receive a portion of the wrap fee for your
services.
1SP does not participate in wrap fee programs.
E. If you manage client assets, disclose the amount of client assets you manage on
a discretionary basis and the amount of client assets you manage on a non-discretionary basis.
Disclose the date “as of” which you calculated the amounts.
As of the effective date of the Purchase Agreement, 1SP will manage approximately $644 million in
Regulatory Assets Under Management, all managed on a discretionary basis.