SMA-only / no-SPV · managed accounts only

Architecture

Founders own HoldCo / ManagementCo (brand, team, Matt’s tech/IP), which owns exactly one regulated entity: the RIA (one Form ADV, one CCO, Sean as CIO). The RIA advises separate managed accounts for wealth clients on an AUM fee — the top row of the compliance doc’s vehicle matrix (“RIA managed account (SMA): anyone with suitability, no holder cap, N/A carry, advertise per Marketing Rule”) is the entire product, not the pressure-release valve beneath a deal engine. MediaCo / MarketplaceCo (creator media, events, affiliate revenue) sits outside the adviser as in the other paths. There is no DealCo, no GP entity, no SPV, no fund, no 3(c)(1)/3(c)(7) exemption to elect, no BD-of-record, no placement agent, and no Investment Company Act analysis at all, because separate accounts are not pooled investment companies. The funnel is one-step (creator → advisory client) rather than the two-step creator → SPV → RIA of the flywheel; the SMA is not a consolation product downstream of a marquee deal, it is the headline. Registration scales the same way any RIA does: state registration below the $100M RAUM threshold, SEC above (the $90M–$110M Rule 203A-1 buffer applies), with no aggregated-book ERA-ceiling question because there are no private funds to sum into RAUM.

Team shape

Leanest senior team in the entire framework — leaner even than Path A Combined. The compliance doc’s biggest team-cost swing (the dedicated SPV-side investment principal / heavyweight IC chair that Separation forces and Combined merely defers) is not deferred, it is deleted: there are no deals to underwrite, so no second investment seat ever comes due. Sean is CIO of the RIA and that is the whole investment function; the “deal-operations owner,” the Edgar-model specialist sourcers, the IC, and the origination-carry roster all fall away with the deal engine. The one senior role that survives unchanged is the CCO — an RIA still needs a compliance officer (start fractional/outsourced, bring in-house at scale). The real headcount pressure is the one the architecture memo names for the wealth side generally: wealth management is a headcount business, Sean cannot personally advise hundreds of households, and this structure has no second revenue engine to offset that, so the advisor-bench build is the dominant hiring line rather than one of two. Client service / RIA operations (onboarding, custody ops, reporting, planning support) and outside securities counsel on retainer round it out. Note the framing tension with the source docs: the operating plan is founded on Zach’s creator-distribution wedge and Sean’s secondaries underwriting as the supply moat — SMA-only mutes exactly the deal-supply half Sean was recruited for, so his role narrows to pure wealth-management CIO.

Capital

Lowest in the framework. One registration, one compliance build, one tech build (Matt’s stack serving one engine, not two), one G&A line, no duplicate investment principal, no formation/structuring legal for pooled vehicles, no SPV rails (Sydecar/Allocations), no BD-of-record, no D&O tail on securities-issuer liability of the SPV kind. Against Path A’s $2–4M seed, SMA-only sits at or below the floor of that band — the removed line items (SPV legal, deal-ops, sourcer carry reserves, the eventual second senior seat) are exactly the ones that push a combined build toward the top of the range. The single biggest capital decision is the same one the architecture memo flags for WealthCo: register the RIA from scratch versus acquire a small RIA as the chassis (which hands over registration, a CCO, custody relationships, and a starter book on day one). Acquiring is the faster clean path if the round funds it, and here it is even more attractive because the RIA is not one of two engines but the whole company — the acquisition is the business. A single 24-month runway funds one clean-recurring-revenue company; there is no lumpy carry drag on the burn.

Fundraising

This is the cleanest fundraising story of any structure, and it resolves the architecture memo’s central blended-valuation problem by elimination. Path A’s core fundraising cost was that you sell one blended instrument — part high-multiple recurring wealth platform, part lumpy lower-multiple deal sponsor — and investors comp to the messier half. SMA-only has no messier half: it is a pure recurring-revenue RIA / wealthtech story with a proprietary low-CAC creator funnel, told to wealthtech investors, RIA aggregators, and PE at a comparable multiple, with no hybrid discount to fight and no SPV securities-liability surface to underwrite. One round into HoldCo, one narrative, one cap table — the simplicity of Path A’s single round without Path A’s blend penalty. The cost is narrative ceiling, not process friction: you are pitching a differentiated-distribution RIA, not a two-sided capital platform with carry upside, so you forgo the alts-platform / GP-economics story that a DealCo raise (Path B) could tell a different, upside-hungry investor base. You raise the RIA’s clean, cheaper capital — but only the RIA’s.

Valuation

Cleanest multiple, lowest ceiling. Valued the way the market already prices an RIA — the architecture memo’s ~2–4% of AUM, or 6–12x EBITDA, recurring, with a growth premium for the proprietary low-CAC creator funnel (provided that funnel is contractually durable and conveyable, the same condition Path B attaches to the WealthCo premium). Because there is no SPV risk surface, there is no discount for it — you capture the full clean-RIA multiple that Path B only reaches after the work of separation, and that Path A never reaches because the blend muddies it. The ceiling: no carry/GP-economics line and no separately-sellable DealCo means the total-enterprise value is bounded by the RIA alone. Path B’s thesis that “the sum can exceed the blended combined valuation” does not apply — there is no second entity to sum. The whole valuation rides on AUM growth and the durability of the funnel premium, so preserving the funnel as a HoldCo-owned, conveyable asset (and treating the brand the same way, per Section 6 of the architecture memo) is load-bearing for the multiple.

Operating flexibility

Simplest to run of any structure, and the conflict picture is the cleanest available — cleaner even than Path B’s Sean-RIA-only resolution. Both conflicts that dominate the compliance doc vanish: the personal Sean-on-both-sides conflict never exists (there is no deal side), and the load-bearing affiliated-allocation conflict — Section 206(3) principal transactions requiring transaction-by-transaction consent above 25% control, plus the 206(1)-(2) per-client suitability duty on routing retail-accredited clients into illiquid proprietary alternatives — simply does not arise, because there is nothing proprietary to allocate clients into. One company, one compliance program, one set of books, one regulatory regime (Advisers Act only; no Investment Company Act, no Securities Act 506 offering layer to manage). The strategic-flexibility cost is that the single cap table means advisor hires dilute the same pool that holds creator economics (the dilution pressure the architecture memo flags, with no separate deal-side pool to wall it off) — though there is also no creator-vs-advisor cross-subsidy to protect because there is no loss-leader deal engine. What you lose is optionality, not day-to-day simplicity: you cannot tune two businesses independently because there is only one.

Exit flexibility

High and clean, with a caveat. The RIA is the deep-and-liquid crown jewel the whole framework treats as the prize — sold into the RIA-aggregation market (the deepest, most liquid buyer pool) with no SPV contingent securities liabilities bolted on, which is exactly the thing the memo says aggregators do not want. There is no carve-out project and no fire-drill separation because there is nothing to carve away from — the company is the clean RIA from day one, which is strictly simpler than Path A (sell-whole-or-carve-later-under-pressure) and delivers Path B’s clean-RIA-sale outcome without Path B’s up-front separation cost. The caveat is the same one Section 6 of the architecture memo names: if the creator funnel and the brand are the acquisition engine and both are HoldCo-owned, the sale has to convey them or the buyer gets a de-branded RIA that has lost its funnel; treat both as HoldCo assets with defined disposition. What you forgo is the multi-exit optionality of Path B — there is no second entity to sell separately or retain, so “sell each to its natural buyer on its own timeline” is not on the menu. One clean asset, one clean sale.