Premier Pantheon Access Fund Files D, Exempt Offering Under 3(c)(7)

TL;DR

**Premier Pantheon Access Fund just filed a D, meaning they're raising private capital from big-money investors.**

AI Summary

Premier Pantheon Access Fund, L.P. filed a Form D on March 24, 2026, indicating a notice of an exempt offering of securities. This filing specifically notes that the fund operates under Section 3(c)(7) of the Investment Company Act, meaning it's a private investment fund available only to qualified purchasers. For investors, this matters because it signals that the fund is raising capital from a select group of sophisticated investors, rather than through a public offering, which can imply a focus on specialized or less liquid investments.

Why It Matters

This filing indicates Premier Pantheon Access Fund, L.P. is raising capital privately from qualified purchasers, suggesting a strategy focused on specialized investments not accessible to the general public.

Risk Assessment

Risk Level: medium — While an exempt offering itself isn't inherently risky, the nature of 3(c)(7) funds often involves less liquid and more complex investments, which can carry higher risks for qualified purchasers.

Analyst Insight

Investors should recognize that this fund is not publicly traded and is designed for sophisticated, qualified purchasers, meaning it's not directly accessible to the average retail investor.

Key Players & Entities

• Premier Pantheon Access Fund, L.P. (company) — the filer of the Form D
• 0002076304 (company) — the CIK of the filer
• 2026-03-24 (date) — the filing date of the Form D

FAQ

Key Financial Figures

• $1 — enues   No Aggregate Net Asset Value   $1 - $1,000,000 $1 - $5,000,000   $1,000,
• $1,000,000 — No Aggregate Net Asset Value   $1 - $1,000,000 $1 - $5,000,000   $1,000,001 - $5,000,
• $5,000,000 — Net Asset Value   $1 - $1,000,000 $1 - $5,000,000   $1,000,001 - $5,000,000   $5,000,001
• $1,000,001 — e   $1 - $1,000,000 $1 - $5,000,000   $1,000,001 - $5,000,000   $5,000,001 - $25,000,000
• $5,000,001 — $5,000,000   $1,000,001 - $5,000,000   $5,000,001 - $25,000,000 $5,000,001 - $25,000,000
• $25,000,000 — $1,000,001 - $5,000,000   $5,000,001 - $25,000,000 $5,000,001 - $25,000,000   $25,000,001
• $25,000,001 — $25,000,000 $5,000,001 - $25,000,000   $25,000,001 - $50,000,000 $25,000,001 - $100,000,0
• $50,000,000 — 5,000,001 - $25,000,000   $25,000,001 - $50,000,000 $25,000,001 - $100,000,000   $50,000,0
• $100,000,000 — 25,000,001 - $50,000,000 $25,000,001 - $100,000,000   $50,000,001 - $100,000,000   Over $1
• $50,000,001 — 0,000,000 $25,000,001 - $100,000,000   $50,000,001 - $100,000,000   Over $100,000,000   O

Filing Documents

• primary_doc.html (D)
• primary_doc.xml (D) — 7KB
• 0002076304-26-000003.txt ( ) — 8KB

From the Filing

Form D FORM D Notice of Exempt Offering of Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. OMB APPROVAL OMB Number: 3235-0076 Estimated Average burden hours per response: 4.0 1. Issuer's Identity CIK (Filer ID Number) Previous Name(s) None Entity Type Premier - (Project E) Co-Invest Feeder, L.P. Corporation Limited Partnership   Limited Liability Company   General Partnership   Business Trust Other   Name of Issuer   Premier Pantheon Access Fund, L.P. Jurisdiction of Incorporation/Organization DELAWARE   Year of Incorporation/Organization Over Five Years Ago Within Last Five Years (Specify Year) 2025 Yet to Be Formed           2. Principal Place of Business and Contact Information Name of Issuer   Premier Pantheon Access Fund, L.P. Street Address 1 Street Address 2   C/O COMPLIANCE DEPARTMENT   60 EAST 42ND STREET, 28TH FLOOR   NEW YORK   NEW YORK     10165   (212) 994-7400   3. Related Persons Last Name First Name Middle Name iCapital Strategies II LLC - Street Address 1 Street Address 2   c/o Compliance Department     60 East 42nd Street, 28th Floor   New York   NEW YORK   10165   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) General Partner of the Issuer Last Name First Name Middle Name Schwartz Max Street Address 1 Street Address 2   c/o Compliance Department     60 East 42nd Street, 28th Floor   New York   NEW YORK   10165   Relationship: Executive Officer Director Promoter Clarification of Response (if Necessary) Authorized Signatory of the General Partner of the Issuer 4. Industry Group   Agriculture Banking & Financial Services     Commercial Banking     Insurance   Investing     Investment Banking     Pooled Investment Fund Hedge Fund Other Investment Fund Private Equity Fund Venture Capital Fund *Is the issuer registered as an investment company under the Investment Company Act of 1940? Yes  No   Other Banking & Financial Services   Business Services Energy     Coal Mining     Electric Utilities     Energy Conservation     Environmental Services     Oil & Gas     Other Energy Health Care     Biotechnology     Health Insurance     Hospitals & Physicians     Pharmaceuticals     Other Health Care                         Manufacturing Real Estate   Commercial   Construction   REITS & Finance   Residential Other Real Estate   Retailing Restaurants Technology   Computers   Telecommunications   Other Technology Travel   Airlines & Airports   Lodging & Conventions   Tourism & Travel Services   Other Travel Other        5. Issuer Size Revenue Range Aggregate Net Asset Value Range No Revenues   No Aggregate Net Asset Value   $1 - $1,000,000 $1 - $5,000,000   $1,000,001 - $5,000,000   $5,000,001 - $25,000,000 $5,000,001 - $25,000,000   $25,000,001 - $50,000,000 $25,000,001 - $100,000,000   $50,000,001 - $100,000,000   Over $100,000,000   Over $100,000,000   Decline to Disclose   Decline to Disclose   Not Applicable   Not Applicable   6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply) Rule 504(b)(1) (not (i), (ii) or (iii)) Rule 506(b)         Rule 504 (b)(1)(i) Rule 506(c) Rule 504 (b)(1)(ii) Securities Act Section 4(a)(5) Rule 504 (b)(1)(iii) Investment Company Act Section 3(c) Section 3(c)(1) Section 3(c)(9) Section 3(c)(2) Section 3(c)(10) Section 3(c)(3) Section 3(c)(11) Section 3(c)(4) Section 3(c)(12) Section 3(c)(5) Section 3(c)(13) Section 3(c)(6) Section 3(c)(14) Section 3(c)(7)     7. Type of Filing   New Notice Date of First Sale       First Sale Yet to Occur   Amendment     8. Duration of Offering Does the Issuer intend this offering to last more than one year?   Yes   No     9. Type(s) of Securities Offered (select all that apply) Pooled Investment Fund Interests Equity Tenant-in-Common Securities Debt Mineral Property Securities Option, Warrant or Other Right to Acquire Another Security Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Other (describe)       10. Business Combination Transaction Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?   Yes   No Clarification of Response (if Necessary)       11. Minimum Investment Minimum investment accepted from any outside investor $   0 USD 12. Sales Compensation Recipient   Recipient CRD Number None   Morgan Stanley Smith Barney, LLC   149777 (Associated) Broker or Dealer None (Associated) Broker or Dealer CRD Number None         Street Address 1       Street Address 2 2000 Westchester Avenue     Purchase   NEW YORK   10577   13. Offering and Sales Amounts   Total Offering Amount $   USD Indefinite Total Amount Sold $ 0 USD Total Remaining to be Sold $   USD Indefinite Clarification of Response (if Neces

View Full Filing

View this D filing on SEC EDGAR