SPVs, Fund II, and Compliance: 6 Questions GPs Actually Ask

Graph's setup work is a one-time project for each vehicle, not a subscription. In a formal co-invest SPV structure where your flagship fund LPs have co-investment rights, the first SPV usually carries the most setup work. Later vehicles built from the same structure and documents should require less.

Standing up the first vehicle is a sprint: the structure, template documents, and operating process are built deliberately so the next vehicle follows a known playbook instead of becoming another new project.

That pattern applies to Graph's work. Legal, formation, filing, tax, banking, administration, and other third-party costs are separate and depend on the providers and structure.

An SPV wind-down is a separate one-time project scoped when the exit and distribution occur. The number of investors, the form of distribution, reserves, final tax and reporting work, and formal dissolution drive the scope.

Graph coordinates the final books, waterfall, investor records, and distribution process while counsel and tax providers direct their respective work. A cash distribution to a small group is relatively simple. An in-kind distribution adds coordination with the transfer agent, setting up and managing a brokerage account for the SPV vehicle, additional documentation regarding lockups and regulatory restrictions, and investor coordination.

Scoping at wind-down allows for alignment about what the resource requirements are for distributing proceeds, liquidating the vehicle, and filing the final tax return. 

Is an SPV structure is included in the scope of work, then typically it is priced into the monthly retainer for first first 1-5 SPVs. This can change, however, if the SPV is not using a fund administration service for the SPV and instead is managing it internally. Once we start to manage and support 5+ SPVs we revisit scope to account for the additional resources needed throughout the year. 

The recurring work is closing the books, preparing financials, supporting tax reporting, and making sure investor deliverables go out on time. If the SPV program becomes a larger operating line, the scope should be revisited directly rather than through quiet fee creep.

The engagement letter controls the final scope.

No. Raising Fund II does not automatically double Graph Advisors' fee. Scope grows with the number of entities and LPs, transaction volume, reporting complexity, provider stack, and the condition of the records, while shared systems and overlapping investments can create efficiencies.

What surprises many GPs is that attention on Fund I does not fall away when Fund II launches. Fund I still has reporting cycles, valuations, distributions, reserve decisions, follow-on investments, LP questions, and transfer activity. Fund II adds another operating calendar on top.

Many managers allocate shared service costs across funds under a documented method that follows the governing documents and the firm's expense allocation policy. The relationship should grow with the real work, not with an automatic multiplier.

Graph Advisors can build and operate the compliance workflow: maintain the calendar and records, gather source data, prepare operating materials, and coordinate counsel or a regulatory specialist. We do not make registration decisions, provide legal advice, sign filings, or guarantee compliance.

There are two distinct jobs. The first is a defined framework build, often covering cybersecurity, cash management, valuation, and other policies identified with counsel. The second is ongoing coordination of state notices, adviser updates, and the rest of the filing calendar.

The value is one accountable operator across the calendar, with legal judgments and regulated submissions staying with the appropriate counsel, compliance professional, or authorized filer.

The adviser, not the fund, files Form ADV. Graph Advisors can gather the facts, assemble draft materials, maintain supporting records, coordinate counsel or a regulatory specialist, and track the deadline. The client reviews and approves before an authorized filer submits.

Some advisers use their law firm, while others use a specialist focused on investment adviser filings. Either approach can work. The important part is that information gathering and coordination have a clear owner while legal judgments and final approval stay with the adviser and its qualified provider. This is a finance and ops function and should not be an additional project on the GP's plate.

If IARD access is delegated, the access and review controls should be documented before any submission.