What Is the Difference Between an SPV and a Fund?

Julien Fissette
Published on
February 22, 2024
Last edited on
min read
min read

What Is the Difference Between an SPV and a Fund?

Julien Fissette
Published on
February 22, 2024
Last edited on
min read
min read
Photo of two persons in a discussion

In the realm of private market investments, understanding the tools at your disposal is key to effective strategic decision-making. 

Special Purpose Vehicles (SPVs) and investment funds represent two critical financial instruments, each offering unique advantages and challenges to private market players. 

Here, we’ll explore the key differences between SPVs and funds, guiding investors and fund managers in navigating their options.

Understanding SPVs: An Overview

SPVs are unique legal entities crafted for specific investment projects, offering focused asset management and risk isolation, distinct from the broader and more diversified approach of investment funds.

What Is an SPV?

An SPV is a distinct legal entity created with a singular investment goal in mind. Formed specifically for managing investments in a focused venture, SPVs provide a legal and financial structure that is separate from the parent organization or founding investors. They enable targeted asset management or project funding with a dedicated and isolated approach.

What Is the Purpose of an SPV?

The primary purpose of an SPV is to isolate financial risk, allowing investors to concentrate resources on a particular opportunity while protecting the rest of their portfolio from any potential negative impacts. 

SPVs are commonly used in real estate, infrastructure projects, and venture capital investments for their ability to streamline and safeguard investment endeavors.

Key Characteristics of SPVs

  • Focused investment approach: Tailored specifically for a single project or asset that is understood when the SPV is created.
  • Legal separation: Operates as an independent entity, legally distinct from investors.
  • Risk containment: Confines risk within the SPV, shielding broader investments.
  • Direct asset oversight: Facilitates comprehensive control over the investment project.
  • Relatively inexpensive: Usually investments are made using small amounts from a large number of investors.

Investment Funds Explained: The Need-to-Knows

Investment funds are pooled investment vehicles offering diversified portfolios across various assets, managed by professionals to balance risk and enhance returns. This contrasts with the singular, project-specific focus of SPVs.

What Is an Investment Fund?

An investment fund is a collective investment vehicle that pools money from multiple investors to purchase a diversified portfolio of assets. It operates under an investment thesis defined in the LPA and is managed by a fund manager. This arrangement means that individual investors know what type of deals the fund will be investing in, i.e. the fund’s investment thesis, but not exactly what deals these will be. This can help you gain access to a broader range of assets than you might be able to attain individually, spreading risk across various investments.

What Is the Purpose of an Investment Fund?

The primary aim of an investment fund is to provide investors with access to a diversified portfolio, managed by experienced professionals. This diversification aims to mitigate individual investment risks and generate returns based on the collective performance of the fund’s portfolio. 

Investment funds cater to both individual and institutional investors, offering a structured approach to market entry and asset allocation.

Key Characteristics of Investment Funds

  • Investment thesis: Investors are buying into a thesis rather than a known asset.
  • More regulated: Usually overseen by entities like the BAFIN, AMF or CSSF
  • Professional management: Expert oversight of investment decisions.
  • Accessibility to investors: Opens doors to a more diverse portfolio.
  • Potential for returns: Aims to generate returns through diverse investment strategies.
  • Variety of fund types: Includes mutual funds, hedge funds, index funds, etc.

SPV vs Fund: Unraveling the Key Differences

Imagine you're deciding where to invest your next dollar. Do you opt for a focused, project-specific vehicle or a diversified portfolio? Let's compare.

Investment Approach and Structure

SPVs: Think of an SPV as a laser-focused tool. This approach is ideal if you have a specific project in mind – say, a promising startup or a real estate venture. However, you can always choose to diversify individually by investing in multiple SPVs.

Funds: Now, picture a fund as a diversified investment wardrobe. Instead of one outfit, you have a collection, each piece representing a different asset. Funds give you a slice of a pie – stocks, bonds, real estate – managed by experts. It's less about hands-on involvement and more about spreading risks across various sectors.

Regulatory and Compliance Landscape

SPVs: SPVs often face less stringent regulatory requirements than funds, given their focused nature and the specific legal framework they operate within. The management of the asset is not delegated to professionals but instead run collaboratively by the investors in the SPV. This can mean quicker setup times, lower costs, and potentially fewer compliance hurdles.

Funds: On the other hand, funds are generally subject to more comprehensive regulatory oversight. This includes supervised management entities, regular audits, stricter reporting standards, and a higher level of investor protection measures. While this means more red tape and higher costs, it also provides a layer of security and transparency that many investors find reassuring.

Risk Management and Strategic Control 

SPVs: In an SPV, your risk is primarily tied to the singular project or asset within the vehicle. This can be a double-edged sword. While it allows for concentrated growth potential, it also means that any downturns in that specific venture directly affect your investment, so it’s a good idea to diversify across several investments. Each SPV in itself is a high-stakes, high-reward scenario, relatively speaking.

Funds: With funds, risk management is more diversified, and typically, the amount of money you invest in a fund will be larger than an SPV. Your investment is spread across various assets, so if one underperforms, others might balance it out. This diversification offers a cushion against volatility, although it may also dilute the high returns that a successful single investment in an SPV could yield.

SPV vs Fund: Role-Specific Considerations

Investors face different considerations compared to fund managers and syndicate leaders when choosing between SPVs and funds. Here’s why:

Considerations for Investors

SPVs: Pros and cons

Pros: With SPVs, you're investing in one given target at a time. You are deciding where you allocate your capital and choose your risks. SPVs are also cheaper to set up than investment funds as they are less regulated.

Cons: The risk, however, is highly concentrated for each SPV. If the investment target stumbles, it directly impacts the profitability of the SPV. That’s why it’s important to diversify across several investments.

Funds: Pros and cons

Pros: Funds offer a safety net of diversification. If you're risk-averse, this means your investment is spread across various assets, reducing the impact of any single underperforming asset. You are also investing in an investment thesis, and not a given asset, meaning that once you’ve committed to the fund, the General Partners of the fund will deploy your capital following that same investment thesis.

Cons: The downside? The fees associated with professional management and fund operation can chip away at your overall returns.

Considerations for Fund Managers and Syndicate Leaders 

SPVs: Pros and cons

Pros: As a manager of an SPV, it’s a bit easier to get commitments compared to a fund as you can be specific about what one exact asset you’re investing in. It’s certainly cheaper than a fund and can help you build a track record to raise a fund later on. 

Cons: The challenge lies in the intensity of capital raising for each project and the weight of responsibility for its success, with less regulatory guidance.

Funds: Pros and cons

Pros: Fund management offers a stable, regulated environment with consistent management fees. You're able to diversify risks across various assets, appealing to a broad investor base. You are also able to separate the fundraising period from the investment period. Contrarily to an SPV, you don’t have to worry about convincing other investors to invest in a target, meaning that you can usually be a lot more swift.

Cons: However, this involves navigating stringent regulations and maintaining a delicate balance between investor relations and fund performance. Fundraising also requires a long-term investment strategy that aligns with investor expectations.

Mastering Your Investment Strategy

Choosing between an SPV and a fund is a crucial decision that hinges on your specific goals and risk appetite. Whether you're an investor, a fund manager, or a syndicate leader, understanding these differences is the best first step you can take toward a healthy return.

Embrace the power of informed decisions by exploring Roundtable.


[1] https://www.fundssociety.com/en/news/etf/spvs-vs-investment-funds-which-one-to-choose/

[2] https://www.investopedia.com/terms/i/investment-fund.asp 

[3] https://fieconsult.com/angel-investing-through-syndicates-special-purpose-vehicles-spvs/