SEC filing record
Primary Source · SEC.gov

HedgePremier/Composition Series LLC

Fund Vehicle2019 vintage506(b), 3(c)

Raised

$159M

Investors

415

Min Invest

$100,000

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AltStreet Analysis

·

Generated from EDGAR primary sources

HedgePremier/Composition Series LLC is a Delaware pooled investment fund that filed an amended Form D on July 23, 2019, reporting $158.7M in capital raised from 415 investors under Rule 506(b) and Section 3(c) exemptions. The minimum investment is $100K. The filing lists iCapital AI GP LLC as an executive officer alongside multiple individual officers and directors including Thomas Fortin, Christopher Thome, and Barbra Kocsis.

This alternative investment fund utilizes the standard 506(b) private placement exemption combined with a 3(c) exemption, typical for pooled investment vehicles targeting accredited investors. The $100K minimum investment is at the lower end of institutional alternative offerings, while the 415-investor count suggests a relatively broad accredited investor base compared to higher-minimum institutional vehicles.

Data Flags

total_investors415 investors against $158.7M total raise yields an average investment of approximately $382K, relatively small for a pooled fund and suggesting retail-oriented or platform-distributed alternative investment structure
related_personsiCapital AI GP LLC listed as Executive Officer suggests institutional platform involvement, despite no parent platform match in AltStreet database

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 July 23, 2019

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 Number0001541316
Entity NameHedgePremier/Composition Series LLC
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 Liability Company
Jurisdiction of OrganizationDelaware
Issuer AddressMorgan Stanley Ai Gp LLC, 522 Fifth Avenue, 13th Floor, New York, NY 10036
Phone(212) 296-1999
Former NamesMorgan Stanley HedgePremier/Composition Series LLC (until February 3, 2015)
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 DateJuly 23, 2019
Accession Number0001541316-19-000002
Total Offering AmountIndefinite
Total Amount Sold$158,677,740
Total Investors415
Non-Accredited InvestorsNone
Minimum Investment$100,000
Offering DurationIntended to last more than one year
Net Asset Value RangeDecline to Disclose
State (Issuer Address)NY
Amendment Count11 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

12 Form D filings from Feb 3, 2012 to Jul 23, 2019, the latest a D/A.

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Statements extracted

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NAV prints

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Offering chains

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  • 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.

n/a iCapital AI GP LLC

Executive Officer · New York, NY

Thomas Fortin

Executive Officer, Director · New York, NY

Lyman Hawbaker III

Director · New York, NY

Michael Korn

Director · New York, NY

Christopher Thome

Executive Officer, Director · New York, NY

Barbra Kocsis

Executive Officer · 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 StanleyCRD 149777 on BrokerCheck

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

Questions About HedgePremier/Composition Series LLC

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

What is HedgePremier/Composition Series LLC?

HedgePremier/Composition Series LLC is a Delaware limited liability company that filed a Form D with the SEC on July 23, 2019 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/Composition Series LLC legit?

AltStreet does not rate legitimacy; it reports the public record. HedgePremier/Composition Series LLC filed a Form D with the SEC on July 23, 2019 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 $158,677,740 sold to 415 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/Composition Series LLC 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/Composition Series LLC 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/Composition Series LLC raised?

HedgePremier/Composition Series LLC reported $158,677,740 sold from 415 investors in an offering of indefinite size as of the Form D filed July 23, 2019.

Who can invest in HedgePremier/Composition Series LLC?

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/Composition Series LLC?

The Form D lists $100,000 as the minimum investment accepted from any outside investor as of July 23, 2019. Issuers can waive their own minimums, and the figure does not include fees.

Who is selling HedgePremier/Composition Series LLC and how are they paid?

The Form D names Morgan Stanley (CRD 149777), associated with None as the recipient of sales compensation soliciting in all states.

Who is behind HedgePremier/Composition Series LLC?

The Form D lists 6 related persons: iCapital AI GP LLC, executive officer (Managing Member); Thomas Fortin, executive officer, director (Director and President of the Issuer's Managing Member); Lyman Hawbaker III, director (Director of the Issuer's Managing Member); Michael Korn, director (Director of the Issuer's Managing Member); Christopher Thome, executive officer, director (Director and Chief Compliance Officer of the Issuer's Managing Member); Barbra E. Kocsis, executive officer (Chief Financial Officer of the Issuer's Managing Member). Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is HedgePremier/Composition Series LLC 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/Composition Series LLC 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; 11 amendments are on record for this CIK.

How large is HedgePremier/Composition Series LLC?

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.