FEP Launches Series 3 Employee Co-Invest Fund With $500K Minimum
The newly formed private equity vehicle claims a Section 3(c)(1) exclusion, capping participation at 100 beneficial owners as it prepares for its first close.
April 08, 2026
FEP Employee Co-Invest Fund (Series 3), LP, a newly formed Delaware limited partnership based in New York City, has notified the Securities and Exchange Commission of a private equity fund offering under Regulation D. The notice was signed on March 13, 2026, by General Counsel Brian Guzman.
Fund Structure
The fund is structured as a pooled investment fund classified under the private equity fund category. It is not registered as an investment company under the Investment Company Act of 1940, instead claiming an exclusion under Section 3(c)(1), which generally limits participation to no more than 100 beneficial owners. The offering is being conducted under Rule 506(b), which permits sales to accredited investors without general solicitation.
Leadership and Management
The fund was incorporated in Delaware in 2026 and is managed by FEP EE Fund (Series 3) GP, LLC, which serves as the general partner and is listed as a promoter. Two managing members of the general partner are identified as executive officers: Scott Romanoff and Michael Esposito, both operating from the fund’s offices in Midtown Manhattan.
Offering Details
As of the notice date, no sales have occurred and the first sale has yet to take place. The total offering amount is listed as indefinite, meaning the fund has not set a cap on how much capital it intends to raise. The minimum investment from any outside investor is $500,000, positioning the fund squarely in institutional and high-net-worth territory.
The fund reported no sales commissions, finders’ fees, or payments to executive officers, directors, or promoters from offering proceeds. The offering is expected to last more than one year and is not connected to any business combination transaction.
Context
The fund declined to disclose its revenue range, which is typical for newly formed investment vehicles that have not yet commenced operations. The Series 3 designation suggests this is the third iteration of an employee co-investment program within the FEP platform, indicating an established internal investment framework.
