Form D · Hedge Fund

HedgePremier/Millennium International II Ltd.

New York, NY · CIK 0002044254

Offering snapshot reported Nov 4, 2026 · SEC filing

Reported sold
$596M
Indefinite offering
Investors reported
1,680
Form D · investor count
Minimum accepted
$0
Reported outside-investor minimum
First sale
Dec 1, 2024
As reported in this filing

Fundraising history

Reported sold
Reported amount sold by Form D filing date$0$298M$596MNov 13, 2024Nov 6, 2025: $318,247,963.00Nov 6, 2025Nov 4, 2026: $595,931,384.00Nov 4, 2026

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.

  • Reported sold$318,247,963 → $595,931,384
  • Reported investors1,470 → 1,680

Filing history

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FiledFiling typeReported soldChange vs linked filingInvestorsSource
Nov 4, 2026Amendment$595,931,384$277,683,421vs Nov 6, 20251,680SEC filing
Nov 6, 2025Amendment$318,247,963No comparison1,470SEC filing
Nov 13, 2024InitialYet to sellNo comparison0SEC filing

Offering details

Securities
Equity, Pooled investment fund
Exemptions
06b, 3C, 3C.7
Duration over one year
Yes
Business combination
No
Sales commissions
$0 (estimated)
Finders' fees
$0
Form D file number
021-529277
Certain private placement clients of Morgan Stanley, Smith Barney, LLC ("MSSB") are required to pay (i) an upfront placement fee to MSSB and (ii) an annual ongoing fee to the fund (which is then paid to MSSB).

Sales compensation recipients

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RecipientCRDAssociated broker-dealer
Morgan Stanley Smith Barney, LLC149777

Source: Form D, filed Nov 4, 2026. 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

HEDGEPREMIER/MILLENNIUM INTERNATIONAL II LTD.

Investment adviser: ICAPITAL ADVISORS, LLC

Gross asset value
$79.1M
Beneficial owners
1,355
ADV minimum commitment
$250K

Reported in Form ADV on Sep 30, 2026. Fund assets and beneficial owners measure different things from Form D sales and investors.

Service providers

Fund administrator BANK OF NEW YORK MELLON NEW YORK, New York, United States Investor statements: No (provided to no investors) Related to adviser: No
Auditor PRICEWATERHOUSECOOPERS LLP NEW YORK, New York, United States
Custodian BANK OF NEW YORK MELLON NEW YORK, New York, United States Related to adviser: No
Marketer MORGAN STANLEY PURCHASE, New York, United States Related to adviser: No
Provider details
Annual audit
Yes
Prime brokers
No
Custodians
Yes
Administrator other than the adviser
Yes
External marketing
Yes

PRICEWATERHOUSECOOPERS LLP
PCAOB 238

MORGAN STANLEY
CRD 149777 · SEC 801-70103

Filing source

Form ADV 2135827 · Sep 30, 2026 · Schedule D 7.B.(1), fund 805-7713947946

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
NameReported role
I Capital Ai Gp Llc Promoter
Max Schwartz Executive

Issuer details

Industry: Pooled Investment Fund (See others in industry)

Address:
C/O Compliance Department 60 East 42 Nd Street, 24 Th Floor
New York, NY, 10165