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Primary Source · SEC.gov

Premier - (Project Marlee) Co-Invest Feeder, L.P.

Fund Vehicle2025 vintageRule 506(b), Section 3(c), Section 3(c)(7)Filing record

Built from the SEC filing index the day the filing landed. The figures below are the issuer's own from Form D; AltStreet's analysis, sponsor link and data flags follow when the entity is enriched.

Latest signalNew Form D filerForm D · 2025-02-25Last filing 2025-02-25

Raised

Pre-open

Investors

—

Min Invest

None stated

What this filing shows

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Every sentence is a value as filed on SEC Form D

Premier - (Project Marlee) Co-Invest Feeder, L.P. is a Delaware limited partnership that filed a Form D with the SEC on February 25, 2025, describing itself as a private equity fund. The offering claims Rule 506(b), Section 3(c), Section 3(c)(7) and covers equity and pooled investment fund interests. Premier - (Project Marlee) Co-Invest Feeder, L.P. reported that the first sale had not yet occurred as of the Form D filed February 25, 2025, so no amount sold or investor count is on file. The total offering amount is listed as indefinite. The offering relies on Rule 506(b), which permits sales to accredited investors and to no more than 35 non-accredited investors who meet a sophistication standard, and prohibits general solicitation. Because the fund also relies on Section 3(c)(7), each investor must be a qualified purchaser, generally an individual with at least $5 million in investments. The filing reports no non-accredited investors. The filing lists the minimum investment as $0, meaning no minimum was stated. The Form D names Morgan Stanley Smith Barney, LLC (CRD 149777), associated with None as the recipient of sales compensation soliciting in all states. Sales commissions are reported as $0 and finders' fees as $0. Form D allows these to be estimates. The issuer's address of record is C/O Compliance Department, 60 East 42nd Street, 28th Floor, New York, NY 10165.

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0002057575
Entity NamePremier - (Project Marlee) Co-Invest Feeder, L.P.
ExemptionRule 506(b), Section 3(c), Section 3(c)(7)
What the exemption meansRule 506(b) of Regulation D: securities may be sold to an unlimited number of accredited investors and up to 35 non-accredited investors who meet the rule's sophistication standard, without general solicitation or advertising. Section 3(c) of the Investment Company Act of 1940: the issuer is a pooled investment vehicle relying on an exclusion from registration as an investment company. Section 3(c)(7) of the Investment Company Act: the fund is excluded from investment-company registration because every investor is a qualified purchaser, generally an individual with at least $5 million in investments or an institution with at least $25 million.
Entity TypeLimited Partnership
Jurisdiction of OrganizationDelaware
Issuer AddressC/O Compliance Department, 60 East 42nd Street, 28th Floor, New York, NY 10165
Phone(212) 994-7400
Industry / Fund TypePooled Investment Fund · Private Equity Fund
Investment Company ActExcluded under Section 3(c)(7) (qualified purchasers only)
Securities TypeEquity, Pooled investment fund interests
First Sale DateNot yet occurred (as filed)
Filing DateFebruary 25, 2025
Accession Number0000897069-25-000378
Total Offering AmountIndefinite
Total Amount Sold$0 (no sales yet)
Total Investors0 (no sales yet)
Non-Accredited InvestorsNone
Minimum Investment$0 (no stated minimum)
Offering DurationOne year or less
Sales Commissions$0 (to Morgan Stanley Smith Barney, LLC)
Finders' Fees$0
Revenue RangeDecline to Disclose
State (Issuer Address)NY
Amendment CountOriginal filing only

Filings on Record

Every filing AltStreet's ledger holds for this CIK, newest first. Each opens the SEC archive folder.

Fund Family

Every vehicle in this manager's series as it appears on EDGAR, newest generation first. Sold-to-date and investor counts are each vehicle's latest Form D.

Fund family

Premier Co Invest9 vehicles · 0 generations · since 2024 · $90.8M sold across the family

VehicleRoleFirst filedStatusSoldInvestors
Unnumbered · first filed 2024-08-28 · 9 vehicles · $90.8M sold · 228 investors
Premier - (Project Marlee) Co-Invest Feeder, L.P.this issuerfeeder2025-02-25pre sale$00
Premier - (Project Towers) Co-Invest Feeder, L.P.feeder2024-08-28lapsed$90.8M228
Premier - (Project Hubble) Co-Invest Feeder, L.P.feeder2025-01-28pre sale$00
Premier - (Project Augusta) Co-Invest Feeder, L.P.feeder2025-03-18pre sale$00
Premier - (Project Boardwalk) Co-Invest Feeder, L.P.feeder2025-06-04pre sale$00
Premier - (Project Como) Co-Invest Feeder, L.P.feeder2025-06-04pre sale$00
Premier - (Project Opalwind) Co-Invest Feeder, L.P.feeder2025-06-25pre sale$00
Premier - (Project Titan) Co-Invest Feeder, L.P.feeder2025-06-25pre sale$00
Premier - (Project Opus) Co-Invest Feeder, L.P.feeder2026-10-15pre sale$00

Grouped from Form D issuer names (generation, sleeve, jurisdiction and legal-form tokens removed); a name-only match, so abbreviated or renamed vehicles can be missed. Sold and investor figures are each vehicle's latest Form D; sleeves that report the same figure share one family-wide total and are counted once. Performance lines are what a public pension plan reports for its own interest in that fund, net, on the plan's cash flows and valuation date; they are not the general partner's figures.

In the Terminal

Filing events

1

latest Feb 25, 2025

Critical / warning

0 / 0

0 watch · 1 info

Statements extracted

0

none on file

NAV prints

0

none on file

Offering chains

1

pre_sale

Latest event New filer · Feb 25, 2025

SEC.gov
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Investor

  • 1 filing event with values and deltas, latest 2025-02-25, and alerts on the next one
  • 1 offering timeline: velocity, share raised, first-sale lag, stalled flags

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Related Persons (Form D)

Executive officers, directors, and promoters listed on the SEC Form D filing. Source: SEC.gov.

iCapital Srategies II LLC

Promoter · New York, NY

General Partner of the Issuer

Max Schwartz

Executive Officer · New York, NY

Authorized Signatory of the General Partner

Placement Agents and Sales Compensation (Form D)

Who the issuer reported paying to sell the securities (Form D Item 12), with the FINRA registration number the filer gave. Source: SEC.gov.

Morgan Stanley Smith Barney, LLCCRD 149777 on BrokerCheck

Associated broker-dealer: None · Purchase, NY · Soliciting in all states

Questions About Premier - (Project Marlee) Co-Invest Feeder, L.P.

Each answer is built from the values on the SEC filing and the AltStreet ledger, not from the issuer's marketing.

What is Premier - (Project Marlee) Co-Invest Feeder, L.P.?

Premier - (Project Marlee) Co-Invest Feeder, L.P. is a Delaware limited partnership that filed a Form D with the SEC on February 25, 2025 as a private equity fund. The filing claims Rule 506(b), Section 3(c), Section 3(c)(7) for an offering of equity and pooled investment fund interests.

Is Premier - (Project Marlee) Co-Invest Feeder, L.P. legit?

AltStreet does not rate legitimacy; it reports the public record. Premier - (Project Marlee) Co-Invest Feeder, L.P. filed a Form D with the SEC on February 25, 2025 claiming Rule 506(b), Section 3(c), Section 3(c)(7). A Form D is a notice of an exempt offering, not a review or approval of it. No sales had been reported as of that notice. AltStreet's enforcement record (SEC, FINRA and state actions) shows no action naming the issuer as of today. Before investing, confirm the filing on EDGAR, check the seller's registration on FINRA BrokerCheck, and read the offering documents, which a Form D does not include.

Is Premier - (Project Marlee) Co-Invest Feeder, L.P. registered with or approved by the SEC?

No. A Form D is a notice that an issuer is selling securities under an exemption from registration, and the SEC does not review, approve, or pass on the merits of the offering. The filing shows that Premier - (Project Marlee) Co-Invest Feeder, L.P. claimed Rule 506(b), Section 3(c), Section 3(c)(7) and disclosed the items the form requires, such as the amount sold, the minimum investment, related persons, and anyone paid to sell the securities. It does not verify the issuer's claims or its business.

How much has Premier - (Project Marlee) Co-Invest Feeder, L.P. raised?

Premier - (Project Marlee) Co-Invest Feeder, L.P. reported that the first sale had not yet occurred as of the Form D filed February 25, 2025, so no amount sold or investor count is on file. The total offering amount is listed as indefinite.

Who can invest in Premier - (Project Marlee) Co-Invest Feeder, L.P.?

The offering relies on Rule 506(b), which permits sales to accredited investors and to no more than 35 non-accredited investors who meet a sophistication standard, and prohibits general solicitation. Because the fund also relies on Section 3(c)(7), each investor must be a qualified purchaser, generally an individual with at least $5 million in investments. The filing reports no non-accredited investors. The filing lists the minimum investment as $0, meaning no minimum was stated.

What is the minimum investment in Premier - (Project Marlee) Co-Invest Feeder, L.P.?

The Form D lists the minimum investment as $0, which means the issuer did not state a minimum on the form. The offering documents, not the Form D, set the actual subscription terms.

Who is selling Premier - (Project Marlee) Co-Invest Feeder, L.P. and how are they paid?

The Form D names Morgan Stanley Smith Barney, LLC (CRD 149777), associated with None as the recipient of sales compensation soliciting in all states. Sales commissions are reported as $0 and finders' fees as $0. Form D allows these to be estimates.

Who is behind Premier - (Project Marlee) Co-Invest Feeder, L.P.?

The Form D lists 2 related persons: iCapital Srategies II LLC, promoter (General Partner of the Issuer); Max Schwartz, executive officer (Authorized Signatory of the General Partner). Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is Premier - (Project Marlee) Co-Invest Feeder, L.P. located?

The issuer's address on its SEC filings is C/O Compliance Department, 60 East 42nd Street, 28th Floor, New York, NY 10165. Its phone number of record is 212 994-7400. It is organized under the laws of Delaware.

How long is the Premier - (Project Marlee) Co-Invest Feeder, L.P. offering open?

The issuer indicated that the offering is not intended to last more than one year. An issuer must amend its Form D annually while a continuing offering stays open, and no amendment is on record yet.

How large is Premier - (Project Marlee) Co-Invest Feeder, L.P.?

The issuer declined to disclose its revenue range on the Form D, which the form permits.

Is this your offering?

Claim this profile to add contact information, team members, LinkedIn profiles, fund history, and additional financial data. EDGAR-sourced data and AltStreet analysis cannot be edited, but corrections can be requested for verifiable inaccuracies.

Data Methodology

Capital raise figures, investor counts, and filing dates are sourced directly from SEC EDGAR Form D primary documents via the SEC EDGAR submissions API and full-text search index. EDGAR entity profiles and deal-level data are reviewed by AltStreet analysts with backgrounds in corporate finance and securities law — cross-referenced against offering circulars, audited financial statements, and primary regulatory filings before publication. Platform-provided information, where present, is clearly labeled and does not affect EDGAR data or AltStreet editorial coverage. Platforms may request factual corrections for demonstrable inaccuracies by contacting [email protected]. This page does not constitute investment advice.