Umbrella registration — one adviser, two operating entities

Architecture

Founders own HoldCo / ManagementCo (brand, team, Matt's tech/IP), which owns the shared assets and licenses them down. Beneath it sit two operating entities under one registered adviser: the wealth engine (separate accounts advised for an AUM fee) and the SPV engine (3(c)(1)/3(c)(7) vehicles; carry flows to GP entities). Crucially there is one Form ADV, one CCO, and Sean is CIO across both — the two op-cos are not two separate advisers, they are two operating boxes under a single registration. MediaCo / MarketplaceCo (creator media, events, affiliate revenue) sits outside the adviser as in every path. The umbrella difference from Combined is the internal boundary: separate books and separate equity pools per op-co, plus a liability wall between the two engines — but on the eligibility and adviser surface it is a single-adviser structure, which is why the memo treats it as behaving like Combined on the Sean question.

Team shape

Lean — nearly as lean as Combined. Because it is still one adviser, Sean covers investment for both engines and the second senior investment hire (the SPV-side principal / heavyweight IC chair) is deferred, exactly as under Combined. The one non-negotiable senior seat is the independent CCO: an RIA with an SPV conflict needs compliance ownership independent of the people on both sides of the allocation — Sean cannot be CIO, adviser to the SPVs, and the CCO who polices the conflict between them (start fractional/outsourced, in-house at scale). Deal-ops owner, wealth advisors/IARs as AUM grows, and Edgar-model specialist sourcers are added the same way as under Combined. The umbrella's extra cost over Combined is governance and papering (two op-cos, inter-entity agreements, separate equity pools), not an extra investment principal.

Capital requirements

Between Combined and Separated, closer to Combined. You avoid Separated's biggest cost — the duplicate senior investment seat on the deal side — because Sean still covers both. You do take on more formation and structuring legal than Combined: two operating entities to stand up and govern, inter-company agreements, and separate cap-table pools. But there is one registration and one compliance build, not two. It sits above Combined's order-of-magnitude seed band (roughly $2–4M) for the extra structuring, and below Separated's ($5–8M+) because there is no second CIO and no second adviser registration to fund.

Fundraising

One HoldCo round, like Combined — investors buy the whole flywheel, one negotiation, one cap table. The separate equity pools per op-co give you more granular cap-table architecture than Combined (advisor dilution can be walled from creator economics from the first dollar), which is a real improvement. But you do not escape the blended-valuation problem: because it is one adviser advising both a recurring-revenue wealth book and a lumpy SPV engine, you are still selling a hybrid instrument, and most investors comp to the messier half. The umbrella does not yet unlock Separated's per-entity pricing (a clean RIA raise at a wealthtech multiple alongside a separate DealCo alts-platform raise). It buys you cap-table hygiene, not a clean-comp fundraise.

Valuation

Still blended, and this is the honest limit of the structure. Because the two op-cos share one adviser, the wealth engine is not the clean, independently sellable RIA that earns the full recurring-revenue multiple (roughly 2–4% of AUM, or 6–12× EBITDA) under Separation. The entity-level separation improves the liability picture a buyer underwrites, and separate books make a later carve-out faster, but a single Form ADV over both engines means the RIA's recurring revenue is still muddied by the SPV's lumpiness and securities-liability surface at the point of sale. Umbrella preserves optionality toward the clean multiple without yet realizing it — the clean-RIA premium is a Separation outcome, and umbrella is one adviser short of it.

Operating flexibility

More flexible than Combined, less than Separated. The separate op-cos and separate equity pools let you tune incentives independently — advisor hires need not dilute creator economics — and the liability boundary contains a blow-up in one engine better than a single combined entity. But the personal Sean-on-both conflict remains, because he is still the CIO advising both sides; it does not disappear the way it does under Separation (where Sean goes RIA-only). The affiliated-allocation conflict (the adviser routing wealth clients into the firm's own SPVs) is present and managed by disclosure, an independent CCO, and — where control thresholds are crossed — Section 206(3) consent and a fee-offset so clients are not double-charged. Day-to-day it is heavier than Combined (two op-cos, inter-entity agreements) and lighter than Separated (one adviser, one compliance program, one ADV).

Exit flexibility

Better than Combined, short of Separated. Separate books and separate equity pools make the umbrella genuinely carve-ready: when the scale event arrives you can split the advisers, hire the SPV-side CIO, move Sean to RIA-only, and sell the clean WealthCo without a fire-drill carve-out under time pressure. That is the whole strategic point of running umbrella as the interim. But as it stands, with one adviser over both, you cannot sell the RIA independently into the deep RIA-aggregation market at the clean multiple — aggregators do not want the SPV's contingent securities liabilities attached, and under a single ADV they are attached until you complete the split. Umbrella buys you the option to exit cleanly later; Separation is what exercises it.

Where it sits against the memo's scored structures

The umbrella structure carries no independent master-comp-memo score. On the axis that the whole memo turns on — can Sean advise both? — it behaves like Combined (memo score 58), because it is still one adviser. It is not one of the two coverage-gap structures scored separately in the additional review (regulated-retail wrapper and SMA-only), which also carry no memo score. The qualitative verdict below places it relative to the six scored structures.

Master-comp-memo scores are the six structure-level scores carried in the source analysis. The two coverage-gap structures and the umbrella interim carry a qualitative verdict rather than a memo number.