SEC filing record
Primary Source · SEC.gov

HedgePremier/Ivory Flagship Fund II LP

Fund Vehicle2018 vintage506(b), 3(c)

Raised

$73M

Investors

406

Min Invest

$100,000

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AltStreet Analysis

·

Generated from EDGAR primary sources

HedgePremier/Ivory Flagship Fund II LP is a Delaware limited partnership pooled investment fund that has raised $72.7M from 406 investors under Regulation D exemptions 506(b) and 3(c). This amended filing, submitted August 3, 2018, specifies a $100K minimum investment and lists n/a Morgan Stanley AI GP LLC as executive officer alongside nine directors.

This offering follows a standard institutional hedge fund structure using the 506(b) private placement exemption combined with Investment Company Act 3(c) relief. The $100K minimum investment sits at the accessible end of the alternative investment spectrum, while the 406-investor count suggests broad retail-plus distribution relative to the $72.7M raised (average commitment approximately $179K).

Data Flags

related personsExecutive officer entity listed as 'n/a Morgan Stanley AI GP LLC' — the 'n/a' prefix is unusual nomenclature and may indicate a data quality issue or non-standard entity naming convention
investor concentration406 investors contributing $72.7M yields an average check size of approximately $179K, only marginally above the $100K minimum — indicates broad retail-oriented distribution with minimal capital concentration
first sale dateFirst sale date not disclosed on an amended filing despite total raise of $72.7M being well below the threshold where institutional funds typically omit this field

Critical Disclosures

What the filings and the regulators have said about this entity that a reader should know first. Each line links to its source. The history, the same event across other issuers, and alerts are in the terminal.

Reporting lapsed · Form D · last filing August 3, 2018

Offering declared to continue beyond a year; annual amendment 13+ months overdue An issuer that stops filing is the case the going-concern flag cannot catch: the report that would have carried it was never filed.

Timeline
Each line is a fact as filed. The history behind it, the same event across other issuers, and an alert on the next one:Open in the terminal Watch this issuer

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0001493896
Entity NameHedgePremier/Ivory Flagship Fund II LP
ExemptionRule 506(b), Section 3(c), Section 3(c)(7)
What the exemption meansRule 506(b) of Regulation D: securities may be sold to an unlimited number of accredited investors and up to 35 non-accredited investors who meet the rule's sophistication standard, without general solicitation or advertising. Section 3(c) of the Investment Company Act of 1940: the issuer is a pooled investment vehicle relying on an exclusion from registration as an investment company. Section 3(c)(7) of the Investment Company Act: the fund is excluded from investment-company registration because every investor is a qualified purchaser, generally an individual with at least $5 million in investments or an institution with at least $25 million.
Entity TypeLimited Partnership
Jurisdiction of OrganizationDelaware
Year OrganizedMore than five years before filing
Issuer AddressMorgan Stanley Ai Gp LLC, 522 Fifth Avenue, 13th Floor, New York, NY 10036
Phone(212) 296-1999
Former NamesMorgan Stanley HedgePremier/Ivory Flagship Fund II LP (until July 11, 2014)
Industry / Fund TypePooled Investment Fund · Hedge Fund
Investment Company ActExcluded under Section 3(c)(7) (qualified purchasers only)
Securities TypePooled Investment Fund
First Sale Date—
Filing DateAugust 3, 2018
Accession Number0001493896-18-000001
Total Offering AmountIndefinite
Total Amount Sold$72,732,788
Total Investors406
Non-Accredited InvestorsNone
Minimum Investment$100,000
Offering DurationIntended to last more than one year
Sales Commissions$55,730 (to Morgan Stanley Smith Barney LLC)
Finders' Fees$0
Net Asset Value RangeDecline to Disclose
State (Issuer Address)NY
Amendment Count7 amendments filed

Filings on Record

Every filing AltStreet's ledger holds for this CIK, newest first. Each opens the SEC archive folder.

AltStreet Coverage

Original reporting from AltStreet's daily EDGAR monitoring covering iCapital and its filings.

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All AltStreet news

Capital Raise Timeline

8 Form D filings from Jun 10, 2010 to Aug 3, 2018, the latest a D/A.

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Filing events

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Statements extracted

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none on file

NAV prints

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none on file

Offering chains

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Fund family Part of the HedgePremier Ivory Flagship Fund family: 3 vehicles across 1 generation · full family and the filing behind each link in the terminal

Investor

  • The full fund family and any related vehicles (parallel, feeder, successor, sibling series) with the filing that shows each link
  • The dated record: 45 facts with source, effective date and capture date, viewable as AltStreet knew them on any past day
  • 1 offering timeline: velocity, share raised, first-sale lag, stalled flags

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Related Persons (Form D)

Executive officers, directors, and promoters listed on the SEC Form D filing. Source: SEC.gov.

Item 3 changed on the Form D filed 2018-08-03: 7 related persons added and 6 removed against the filing of 2017-08-03; 10 now listed. The names are in the Terminal feed.

n/a Morgan Stanley AI GP LLC

Executive Officer · New York, NY

Marianne Motley

Director · New York, NY

Benjamin Huneke

Director · New York, NY

George Stephan

Director · New York, NY

Jeremy Beal

Director · New York, NY

Alper Daglioglu

Director · New York, NY

Michael Davies

Director · New York, NY

Michael Esposito

Director · New York, NY

Daniel Maccarrone

Director · New York, NY

Carmen Lai

Director · New York, NY

Placement Agents and Sales Compensation (Form D)

Who the issuer reported paying to sell the securities (Form D Item 12), with the FINRA registration number the filer gave. Source: SEC.gov.

Morgan Stanley Smith Barney LLCCRD 149777 on BrokerCheck

Associated broker-dealer: None · Purchase, NY · Soliciting in all states

Questions About HedgePremier/Ivory Flagship Fund II LP

Each answer is built from the values on the SEC filing and the AltStreet ledger, not from the issuer's marketing.

What is HedgePremier/Ivory Flagship Fund II LP?

HedgePremier/Ivory Flagship Fund II LP is a Delaware limited partnership that filed a Form D with the SEC on August 3, 2018 as a hedge fund. The filing claims Rule 506(b), Section 3(c), Section 3(c)(7) for an offering of pooled investment fund interests. AltStreet links the issuer to iCapital.

Is HedgePremier/Ivory Flagship Fund II LP legit?

AltStreet does not rate legitimacy; it reports the public record. HedgePremier/Ivory Flagship Fund II LP filed a Form D with the SEC on August 3, 2018 claiming Rule 506(b), Section 3(c), Section 3(c)(7). A Form D is a notice of an exempt offering, not a review or approval of it. The newest notice reports $72,732,788 sold to 406 investors. AltStreet's enforcement record (SEC, FINRA and state actions) shows no action naming the issuer as of today. The issuer is linked to iCapital, which AltStreet has reviewed. Before investing, confirm the filing on EDGAR, check the seller's registration on FINRA BrokerCheck, and read the offering documents, which a Form D does not include.

Is HedgePremier/Ivory Flagship Fund II LP registered with or approved by the SEC?

No. A Form D is a notice that an issuer is selling securities under an exemption from registration, and the SEC does not review, approve, or pass on the merits of the offering. The filing shows that HedgePremier/Ivory Flagship Fund II LP claimed Rule 506(b), Section 3(c), Section 3(c)(7) and disclosed the items the form requires, such as the amount sold, the minimum investment, related persons, and anyone paid to sell the securities. It does not verify the issuer's claims or its business.

How much has HedgePremier/Ivory Flagship Fund II LP raised?

HedgePremier/Ivory Flagship Fund II LP reported $72,732,788 sold from 406 investors in an offering of indefinite size as of the Form D filed August 3, 2018.

Who can invest in HedgePremier/Ivory Flagship Fund II LP?

The offering relies on Rule 506(b), which permits sales to accredited investors and to no more than 35 non-accredited investors who meet a sophistication standard, and prohibits general solicitation. Because the fund also relies on Section 3(c)(7), each investor must be a qualified purchaser, generally an individual with at least $5 million in investments. The filing reports no non-accredited investors. The minimum investment accepted from an outside investor is $100,000.

What is the minimum investment in HedgePremier/Ivory Flagship Fund II LP?

The Form D lists $100,000 as the minimum investment accepted from any outside investor as of August 3, 2018. Issuers can waive their own minimums, and the figure does not include fees.

Who is selling HedgePremier/Ivory Flagship Fund II LP and how are they paid?

The Form D names Morgan Stanley Smith Barney LLC (CRD 149777), associated with None as the recipient of sales compensation soliciting in all states. Sales commissions are reported as $55,730 and finders' fees as $0. Form D allows these to be estimates.

Who is behind HedgePremier/Ivory Flagship Fund II LP?

The Form D lists 10 related persons: Morgan Stanley AI GP LLC, executive officer (General Partner); Marianne Motley, director (Director of the Issuer's General Partner); Benjamin Huneke, director (Director of the Issuer's General Partner); George Stephan, director (Director of the Issuer's General Partner); Jeremy Beal, director (Director of the Issuer's General Partner); Alper Daglioglu, director (Director of the Issuer's General Partner); Michael Davies, director (Director of the Issuer's General Partner); Michael Esposito, director (Director of the Issuer's General Partner), and 2 more. Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is HedgePremier/Ivory Flagship Fund II LP located?

The issuer's address on its SEC filings is Morgan Stanley Ai Gp LLC, 522 Fifth Avenue, 13th Floor, New York, NY 10036. Its phone number of record is 212-296-1999. It is organized under the laws of Delaware.

How long is the HedgePremier/Ivory Flagship Fund II LP offering open?

The issuer indicated that the offering is intended to last more than one year. An issuer must amend its Form D annually while a continuing offering stays open; 7 amendments are on record for this CIK.

How large is HedgePremier/Ivory Flagship Fund II LP?

The issuer declined to disclose its net asset value range on the Form D, which the form permits.

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Data Methodology

Capital raise figures, investor counts, and filing dates are sourced directly from SEC EDGAR Form D primary documents via the SEC EDGAR submissions API and full-text search index. EDGAR entity profiles and deal-level data are reviewed by AltStreet analysts with backgrounds in corporate finance and securities law — cross-referenced against offering circulars, audited financial statements, and primary regulatory filings before publication. Platform-provided information, where present, is clearly labeled and does not affect EDGAR data or AltStreet editorial coverage. Platforms may request factual corrections for demonstrable inaccuracies by contacting [email protected]. This page does not constitute investment advice.