Form D · Hedge Fund

Covariance Offshore Feeder, LP

Salt Lake City, UT · CIK 0002003721

Offering snapshot reported Nov 26, 2025 · SEC filing

Reported sold: $30.6M
Investors reported: 9
Minimum accepted: $0
First sale: Feb 1, 2024

Fundraising history

Reported sold

Dates are filing dates, not cash receipt dates. Decreases are reported revisions, not evidence of withdrawals. Separate offering histories are not added together.

What changed?

Latest filing versus its linked predecessor, where available.

No comparable changes in the displayed metrics.

Filing history

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Filed	Filing type	Reported sold	Change vs linked filing	Investors	Source
Nov 26, 2025	Amendment	$30,637,251	$0vs Nov 26, 2024	9	SEC filing
Nov 26, 2024	Amendment	$30,637,251	No comparison	9	SEC filing
Dec 8, 2023	Initial	Yet to sell	No comparison	0	SEC filing

Offering details

Securities: Equity, Pooled investment fund
Exemptions: 06c, 3C, 3C.1
Duration over one year: Yes
Business combination: No

Sales commissions: $0
Finders' fees: $0
Form D file number: 021-499188

Source: Form D, filed Nov 26, 2025. Minimum accepted may differ from a standard advertised minimum.

Fund connections

The linked fund shows its most recently reported ADV details.

Matched by reported Form D file number

COVARIANCE ONSHORE FEEDER, LP

Investment adviser: THE CYNOSURE GROUP

Gross asset value: $16.2M
Beneficial owners: 23
ADV minimum commitment: $250K

Reported in Form ADV on Sep 24, 2026. Fund assets and beneficial owners measure different things from Form D sales and investors.

Service providers

Fund administrator MORGAN STANLEY FUND SERVICES NEW YORK, New York, United States Investor statements: No (provided to no investors) Related to adviser: No

Auditor PWC SALT LAKE CITY, Utah, United States

Prime broker J.P. MORGAN SECURITIES LLC NEW YORK, New York, United States

Prime broker MORGAN STANLEY NEW YORK, New York, United States

Provider details

Annual audit: Yes
Prime brokers: Yes
Custodians: No
Administrator other than the adviser: Yes
External marketing: No

PWC
PCAOB 238

J.P. MORGAN SECURITIES LLC
CRD 79 · SEC 8-35008

MORGAN STANLEY
CRD 149777 · SEC 8-68191

Filing source

Form ADV 2134641 · Sep 24, 2026 · Schedule D 7.B.(1), fund 805-1074736463

Official IAPD profile (latest public filing). Values are the most recently reported in our imported data; the public profile may show a newer filing.

People & organizations

Current and past Form D appearances. These existing records do not establish a person's current role or uniquely identify them across issuers.

People and organizations reported in Form D filings
Name	Reported role
. Covariance Fund Gp, Llc	Director
Brian Smedley	Director, Executive
. The Cynosure Group, Llc	Director

Issuer details

Industry: Pooled Investment Fund (See others in industry)

Address:

111 South Main Street, Suite 2350
Salt Lake City, UT, 84111