TRF VII Co-Investment SMA II, L.P. has filed a new offering under Rule 506(b) of the Securities Act as of November 5, 2026. This filing is important as it indicates the company's intent to raise capital in the private equity sector, potentially impacting the competitive landscape of pooled investment funds.

Background

TRF VII Co-Investment SMA II, L.P. is a limited partnership incorporated in Delaware. Its business address is located at 399 Park Avenue, 30th Floor, New York, NY 10022. The company is categorized under the pooled investment fund industry, specifically as a private equity fund.

What the Filing Says

The filing states that it is a new offering under Rule 506(b), which provides a safe harbor for private offerings. The effectiveness date of the filing is also noted as November 5, 2026.

Impact

This offering may affect potential investors looking to participate in the private equity market. The filing indicates that there are no non-accredited investors involved, and the total offering amount is indefinite, with no funds raised to date.

What's Next

The filing does not say what happens next.

Company Structure

TRF VII Co-Investment SMA II, L.P. operates as a limited partnership, with Resolute Fund Partners VII, L.P. serving as the General Partner (GP). The General Partner is supported by Resolute Fund Partners VII GP, LLC, which acts as the General Partner of the General Partner. This structure is designed to facilitate the management and operation of the fund.

Key Personnel

The filing identifies several key executives involved with the fund. A. Richard Caputo, Jr. serves as the Chief Executive Partner of the General Partner of the General Partner, while David M. Butler, Michael R. Denvir, Brian J. Higgins, Eion Hu, Ian F. Arons, and Erik J. Fagan are all noted as members of the Partnership Board of the General Partner of the General Partner. Each of these individuals plays a crucial role in the strategic direction and management of the fund.

Investment Focus

As a private equity fund, TRF VII Co-Investment SMA II, L.P. focuses on pooled investment strategies. The filing does not specify the exact sectors or types of investments the fund will pursue, but it is categorized under the pooled investment fund industry, indicating a broad range of potential investment opportunities.

Regulatory Exemptions

The filing mentions that the fund is utilizing federal exemptions under Item 06b and Sections 3C and 3C.7 of the Investment Company Act, which allows it to operate without being registered as an investment company, provided it meets certain criteria.

Financial Disclosure

Notably, the filing indicates that the revenue range for the issuer is declined to disclose, and there are no sales commissions or finder’s fees associated with this offering. Additionally, the total amount sold to date is zero, and the offering remains indefinite.

Use of Proceeds

The filing does not provide specific details on the intended use of proceeds from this offering, indicating that no gross proceeds have been used as of yet.

Conclusion

In summary, TRF VII Co-Investment SMA II, L.P. is positioning itself to attract accredited investors through its new offering under Rule 506(b). With a structured management team and a focus on private equity, the fund aims to capitalize on investment opportunities in the market.