PartnerFacts
Data last updated: Oct 23, 2026, 5:45 PM ETLatest filing: Oct 22, 2026Now: Oct 23, 2026, 9:14 PM ET

Sponsor Check › Great Range › Issuer

COGNIOS BETA NEUTRAL LARGE CAP FUND, LP

Limited Partnership · organized in DELAWARE · formed Over five years ago · SANTA ROSA BEACH, FL · SEC CIK 1538882

Part of sponsor group: Great Range (10 issuers, 27 filings) · grouped because: shared people, same business address, shared management entity · confidence 84% · Not the same sponsor? Request a correction

12Form D filings
$10,785,000max total sold reported
12investors (max reported)
2012–2026filing years
0new offerings, last 12 mo

Data last updated: Oct 23, 2026, 5:45 PM ET · Latest filing by this issuer: Oct 19, 2026 · Courts (RECAP) last checked: not yet · SEC enforcement last checked: not yet

Key records

The five facts investors ask about first. Each section states what was searched and when. Items still in human review are not shown.

1. Lawsuits

Not yet searched.

Sources to be searched: CourtListener / RECAP archive (federal district courts, federal bankruptcy courts). State courts: not yet searched. PACER: not searched (RECAP only). · Search queued. Results are added automatically; check back later or follow this page to be notified.

2. Regulatory actions

Not yet searched.

Sources to be searched: SEC litigation releases and administrative proceedings — respondent names in the sec.gov index titles (30,205 releases, 1995-09-19 to 2026-10-23); release text is read only to confirm a candidate. Names that appear only in the body of a release are not found. State securities regulator actions: not yet searched. · Search queued. Results are added automatically; check back later or follow this page to be notified.

3. Bankruptcies

Not yet searched.

Sources to be searched: Federal bankruptcy courts via CourtListener / RECAP archive (federal district courts, federal bankruptcy courts). State courts: not yet searched. PACER: not searched (RECAP only). · Search queued. Results are added automatically; check back later or follow this page to be notified.

4. Differences between public sources

Coming soon.

What will be compared: what the sponsor says publicly (website, marketing materials, claimed profile) against what public records show — SEC Form D filings, Form ADV adviser registration, and state business records. Every comparison is reviewed by a person before it is published.

No comparisons published yet.

Sources to be compared: sponsor public claims · SEC Form D · SEC Form ADV (IAPD) · state business records · As of Oct 23, 2026, 9:14 PM ET.

5. Money to insiders and sales commissions

0 of 1 offering report sales commissions; 0 report finder's fees; 0 report proceeds to related persons.

SourceOffering (latest filing)Sales commissionsFinder's feesTo insidersPaid to sell it
EDGAR ↗Oct 19, 2026 D/A
File 021-171379
$0$0$0
The General Partner will receive an annual performance allocation equal to a percentage of the partnership's annual increase in base net asset value.
None listed

As reported by the issuer on Form D (Items 12–15), latest filing per offering. "To insiders" = gross proceeds used for payments to executive officers, directors or promoters. "—" = not reported on that filing. Amounts marked (est.) were reported as estimates.

Offerings (SEC Form D)

Each filing as reported by the issuer. Open a row for the full plain-English detail.

Oct 19, 2026 D/A Pooled Investment Fund — $10,785,000 sold of Indefinite · 12 investors EDGAR ↗
FilingForm D/A (amendment) filed Oct 19, 2026 · amends 0001538882-25-000003 ↗
SEC file no. 021-171379 · accession 0001538882-26-000003
Raise progress$10,785,000 sold of Indefinite offered · Indefinite remaining
Filing timingDate of first sale: Jan 1, 2012 · Form D filed: Oct 19, 2026 (5405 days after first sale)
Rule: a Form D is generally due within 15 days after the first sale. Both dates are shown as reported; no conclusion is drawn.
Time since first sale5,410 days (14.8 years)
Annual amendmentsIssuer reported the offering may last more than one year. This filing is an amendment dated Oct 19, 2026.
Rule: an ongoing offering generally files an amendment at least annually. Dates shown as reported; no conclusion is drawn.
Investors12 total · issuer reported no non-accredited investors
Exemption claimedRule 506(b) — no general advertising; up to 35 non-accredited investors allowed; Investment Company Act 3C exclusion; Investment Company Act 3C.1 exclusion
Minimum investment accepted$1,000,000
Securities offeredEquity; Pooled investment fund interests
Industry / issuer sizePooled Investment Fund (Hedge Fund) · net asset value range: Decline to Disclose
Who is paid to sell itNo sales compensation recipients listed on this filing.
Money to insidersSales commissions: $0 · Finder's fees: $0 · Proceeds to officers, directors, promoters: $0
The General Partner will receive an annual performance allocation equal to a percentage of the partnership's annual increase in base net asset value.
Signed byJonathan Angrist, CEO of GP (Oct 19, 2026)
Changes vs prior filingtotal sold: $10,030,000 → $10,785,000
investors: 11 → 12
Compared with the D/A filed Apr 28, 2025 (EDGAR ↗). Amendment history as filed; no conclusion is drawn.
Market contextMinimum investment: $1,000,000. Typical range for similar offerings: $1,000–$100,000.
Offering size: Indefinite. Typical range: $155,000–$5,250,000.
Investors: 12. Typical range: 4–27.
"Similar" = Pooled Investment Fund offerings claiming 506(b) filed in the last 5 years (83,801 filings); ranges are the middle half (25th–75th percentile). No ranking or score.
SourceThis filing on SEC EDGAR ↗ · retrieved from the EDGAR daily index
Apr 28, 2025 D/A Pooled Investment Fund — $10,030,000 sold of Indefinite · 11 investors EDGAR ↗
FilingForm D/A (amendment) filed Apr 28, 2025 · amends 0001538882-24-000003 ↗
SEC file no. 021-171379 · accession 0001538882-25-000003
Raise progress$10,030,000 sold of Indefinite offered · Indefinite remaining
Filing timingDate of first sale: Jan 1, 2012 · Form D filed: Apr 28, 2025 (4866 days after first sale)
Rule: a Form D is generally due within 15 days after the first sale. Both dates are shown as reported; no conclusion is drawn.
Time since first sale5,410 days (14.8 years)
Annual amendmentsIssuer reported the offering may last more than one year. This filing is an amendment dated Apr 28, 2025.
Rule: an ongoing offering generally files an amendment at least annually. Dates shown as reported; no conclusion is drawn.
Investors11 total · issuer reported no non-accredited investors
Exemption claimedRule 506(b) — no general advertising; up to 35 non-accredited investors allowed; Investment Company Act 3C exclusion; Investment Company Act 3C.1 exclusion
Minimum investment accepted$1,000,000
Securities offeredEquity; Pooled investment fund interests
Industry / issuer sizePooled Investment Fund (Hedge Fund) · net asset value range: Decline to Disclose
Who is paid to sell itNo sales compensation recipients listed on this filing.
Money to insidersSales commissions: $0 · Finder's fees: $0 · Proceeds to officers, directors, promoters: $0
The General Partner will receive an annual performance allocation equal to a percentage of the partnership's annual increase in base net asset value.
Signed byJonathan Angrist, CEO of GP (Apr 28, 2025)
Changes vs prior filingNo change in the fields we track
Compared with the D/A filed Jun 28, 2024 (EDGAR ↗). Amendment history as filed; no conclusion is drawn.
Market contextMinimum investment: $1,000,000. Typical range for similar offerings: $1,000–$100,000.
Offering size: Indefinite. Typical range: $155,000–$5,250,000.
Investors: 11. Typical range: 4–27.
"Similar" = Pooled Investment Fund offerings claiming 506(b) filed in the last 5 years (83,801 filings); ranges are the middle half (25th–75th percentile). No ranking or score.
SourceThis filing on SEC EDGAR ↗ · retrieved from the SEC Form D bulk data set
Jun 28, 2024 D/A Pooled Investment Fund — $10,030,000 sold of Indefinite · 11 investors EDGAR ↗
FilingForm D/A (amendment) filed Jun 28, 2024 · amends 0001538882-23-000004 ↗
SEC file no. 021-171379 · accession 0001538882-24-000003
Raise progress$10,030,000 sold of Indefinite offered · Indefinite remaining
Filing timingDate of first sale: Jan 1, 2012 · Form D filed: Jun 28, 2024 (4562 days after first sale)
Rule: a Form D is generally due within 15 days after the first sale. Both dates are shown as reported; no conclusion is drawn.
Time since first sale5,410 days (14.8 years)
Annual amendmentsIssuer reported the offering may last more than one year. This filing is an amendment dated Jun 28, 2024.
Rule: an ongoing offering generally files an amendment at least annually. Dates shown as reported; no conclusion is drawn.
Investors11 total · issuer reported no non-accredited investors
Exemption claimedRule 506(b) — no general advertising; up to 35 non-accredited investors allowed; Investment Company Act 3C exclusion; Investment Company Act 3C.1 exclusion
Minimum investment accepted$1,000,000
Securities offeredEquity; Pooled investment fund interests
Industry / issuer sizePooled Investment Fund (Hedge Fund) · net asset value range: Decline to Disclose
Who is paid to sell itNo sales compensation recipients listed on this filing.
Money to insidersSales commissions: $0 · Finder's fees: $0 · Proceeds to officers, directors, promoters: $0
The General Partner will receive an annual performance allocation equal to a percentage of the partnership's annual increase in base net asset value.
Signed byPatrick D. Hayes, Counsel to General Partner (Jun 28, 2024)
Changes vs prior filingNo change in the fields we track
Compared with the D/A filed Jul 7, 2023 (EDGAR ↗). Amendment history as filed; no conclusion is drawn.
Market contextMinimum investment: $1,000,000. Typical range for similar offerings: $1,000–$100,000.
Offering size: Indefinite. Typical range: $155,000–$5,250,000.
Investors: 11. Typical range: 4–27.
"Similar" = Pooled Investment Fund offerings claiming 506(b) filed in the last 5 years (83,801 filings); ranges are the middle half (25th–75th percentile). No ranking or score.
SourceThis filing on SEC EDGAR ↗ · retrieved from the SEC Form D bulk data set
Jul 7, 2023 D/A Pooled Investment Fund — $10,030,000 sold of Indefinite · 11 investors EDGAR ↗
FilingForm D/A (amendment) filed Jul 7, 2023 · amends 0001538882-22-000001 ↗
SEC file no. 021-171379 · accession 0001538882-23-000004
Raise progress$10,030,000 sold of Indefinite offered · Indefinite remaining
Filing timingDate of first sale: Jan 1, 2012 · Form D filed: Jul 7, 2023 (4205 days after first sale)
Rule: a Form D is generally due within 15 days after the first sale. Both dates are shown as reported; no conclusion is drawn.
Time since first sale5,410 days (14.8 years)
Annual amendmentsIssuer reported the offering may last more than one year. This filing is an amendment dated Jul 7, 2023.
Rule: an ongoing offering generally files an amendment at least annually. Dates shown as reported; no conclusion is drawn.
Investors11 total · issuer reported no non-accredited investors
Exemption claimedRule 506(b) — no general advertising; up to 35 non-accredited investors allowed; Investment Company Act 3C exclusion; Investment Company Act 3C.1 exclusion
Minimum investment accepted$1,000,000
Securities offeredEquity; Pooled investment fund interests
Industry / issuer sizePooled Investment Fund (Hedge Fund) · net asset value range: Decline to Disclose
Who is paid to sell itNo sales compensation recipients listed on this filing.
Money to insidersSales commissions: $0 · Finder's fees: $0 · Proceeds to officers, directors, promoters: $0
The General Partner will receive an annual performance allocation equal to a percentage of the partnership's annual increase in base net asset value.
Signed byPatrick D. Hayes, Counsel to General Partner (Jul 7, 2023)
Changes vs prior filingNo change in the fields we track
Compared with the D/A filed Jul 15, 2022 (EDGAR ↗). Amendment history as filed; no conclusion is drawn.
Market contextMinimum investment: $1,000,000. Typical range for similar offerings: $1,000–$100,000.
Offering size: Indefinite. Typical range: $155,000–$5,250,000.
Investors: 11. Typical range: 4–27.
"Similar" = Pooled Investment Fund offerings claiming 506(b) filed in the last 5 years (83,801 filings); ranges are the middle half (25th–75th percentile). No ranking or score.
SourceThis filing on SEC EDGAR ↗ · retrieved from the SEC Form D bulk data set
Jul 15, 2022 D/A Pooled Investment Fund — $10,030,000 sold of Indefinite · 11 investors EDGAR ↗
FilingForm D/A (amendment) filed Jul 15, 2022 · amends 0001538882-21-000003 ↗
SEC file no. 021-171379 · accession 0001538882-22-000001
Raise progress$10,030,000 sold of Indefinite offered · Indefinite remaining
Filing timingDate of first sale: Jan 1, 2012 · Form D filed: Jul 15, 2022 (3848 days after first sale)
Rule: a Form D is generally due within 15 days after the first sale. Both dates are shown as reported; no conclusion is drawn.
Time since first sale5,410 days (14.8 years)
Annual amendmentsIssuer reported the offering may last more than one year. This filing is an amendment dated Jul 15, 2022.
Rule: an ongoing offering generally files an amendment at least annually. Dates shown as reported; no conclusion is drawn.
Investors11 total · issuer reported no non-accredited investors
Exemption claimedRule 506(b) — no general advertising; up to 35 non-accredited investors allowed; Investment Company Act 3C exclusion; Investment Company Act 3C.1 exclusion
Minimum investment accepted$1,000,000
Securities offeredEquity; Pooled investment fund interests
Industry / issuer sizePooled Investment Fund (Hedge Fund) · net asset value range: Decline to Disclose
Who is paid to sell itNo sales compensation recipients listed on this filing.
Money to insidersSales commissions: $0 · Finder's fees: $0 · Proceeds to officers, directors, promoters: $0
The General Partner will receive an annual performance allocation equal to a percentage of the partnership's annual increase in base net asset value.
Signed byPatrick D. Hayes, Counsel to General Partner (Jul 15, 2022)
Changes vs prior filingNo change in the fields we track
Compared with the D/A filed Jul 22, 2021 (EDGAR ↗). Amendment history as filed; no conclusion is drawn.
Market contextMinimum investment: $1,000,000. Typical range for similar offerings: $1,000–$100,000.
Offering size: Indefinite. Typical range: $155,000–$5,250,000.
Investors: 11. Typical range: 4–27.
"Similar" = Pooled Investment Fund offerings claiming 506(b) filed in the last 5 years (83,801 filings); ranges are the middle half (25th–75th percentile). No ranking or score.
SourceThis filing on SEC EDGAR ↗ · retrieved from the SEC Form D bulk data set
Jul 22, 2021 D/A Pooled Investment Fund — $10,030,000 sold of Indefinite · 11 investors EDGAR ↗
FilingForm D/A (amendment) filed Jul 22, 2021 · amends 0001538882-19-000001 ↗
SEC file no. 021-171379 · accession 0001538882-21-000003
Raise progress$10,030,000 sold of Indefinite offered · Indefinite remaining
Filing timingDate of first sale: Jan 1, 2012 · Form D filed: Jul 22, 2021 (3490 days after first sale)
Rule: a Form D is generally due within 15 days after the first sale. Both dates are shown as reported; no conclusion is drawn.
Time since first sale5,410 days (14.8 years)
Annual amendmentsIssuer reported the offering may last more than one year. This filing is an amendment dated Jul 22, 2021.
Rule: an ongoing offering generally files an amendment at least annually. Dates shown as reported; no conclusion is drawn.
Investors11 total · issuer reported no non-accredited investors
Exemption claimedRule 506(b) — no general advertising; up to 35 non-accredited investors allowed; Investment Company Act 3C exclusion; Investment Company Act 3C.1 exclusion
Minimum investment accepted$1,000,000
Securities offeredEquity; Pooled investment fund interests
Industry / issuer sizePooled Investment Fund (Hedge Fund) · net asset value range: Decline to Disclose
Who is paid to sell itNo sales compensation recipients listed on this filing.
Money to insidersSales commissions: $0 · Finder's fees: $0 · Proceeds to officers, directors, promoters: $0
The General Partner will receive an annual performance allocation equal to a percentage of the partnership's annual increase in base net asset value.
Signed byJonathan Angrist, Manager of the General Partner (Jul 22, 2021)
Changes vs prior filingtotal sold: $9,930,000 → $10,030,000
investors: 10 → 11
minimum investment: $2,000,000 → $1,000,000
Compared with the D/A filed May 2, 2019 (EDGAR ↗). Amendment history as filed; no conclusion is drawn.
Market contextMinimum investment: $1,000,000. Typical range for similar offerings: $1,000–$100,000.
Offering size: Indefinite. Typical range: $155,000–$5,250,000.
Investors: 11. Typical range: 4–27.
"Similar" = Pooled Investment Fund offerings claiming 506(b) filed in the last 5 years (83,801 filings); ranges are the middle half (25th–75th percentile). No ranking or score.
SourceThis filing on SEC EDGAR ↗ · retrieved from the SEC Form D bulk data set
May 2, 2019 D/A Pooled Investment Fund — $9,930,000 sold of Indefinite · 10 investors EDGAR ↗
FilingForm D/A (amendment) filed May 2, 2019 · amends 0001538882-18-000003 ↗
SEC file no. 021-171379 · accession 0001538882-19-000001
Raise progress$9,930,000 sold of Indefinite offered · Indefinite remaining
Filing timingDate of first sale: Jan 1, 2012 · Form D filed: May 2, 2019 (2678 days after first sale)
Rule: a Form D is generally due within 15 days after the first sale. Both dates are shown as reported; no conclusion is drawn.
Time since first sale5,410 days (14.8 years)
Annual amendmentsIssuer reported the offering may last more than one year. This filing is an amendment dated May 2, 2019.
Rule: an ongoing offering generally files an amendment at least annually. Dates shown as reported; no conclusion is drawn.
Investors10 total · issuer reported no non-accredited investors
Exemption claimedRule 506(b) — no general advertising; up to 35 non-accredited investors allowed; Investment Company Act 3C exclusion; Investment Company Act 3C.1 exclusion
Minimum investment accepted$2,000,000
Securities offeredEquity; Pooled investment fund interests
Industry / issuer sizePooled Investment Fund (Hedge Fund) · net asset value range: Decline to Disclose
Who is paid to sell itAndrew Good — FINRA BrokerCheck CRD 852572 ↗ · associated broker-dealer: ALPS Distributors (CRD 16853 ↗)
Solicits in: CA, FL, IL, KS, NY
Money to insidersSales commissions: $0 · Finder's fees: $0 · Proceeds to officers, directors, promoters: $0
The General Partner will receive an annual performance allocation equal to a percentage of the partnership's annual increase in base net asset value.
Signed byBrian James Machtley, Manager of the General Partner (May 2, 2019)
Changes vs prior filingtotal sold: $4,760,000 → $9,930,000
minimum investment: $1,000,000 → $2,000,000
Compared with the D/A filed May 8, 2018 (EDGAR ↗). Amendment history as filed; no conclusion is drawn.
Market contextMinimum investment: $2,000,000. Typical range for similar offerings: $1,000–$100,000.
Offering size: Indefinite. Typical range: $155,000–$5,250,000.
Investors: 10. Typical range: 4–27.
"Similar" = Pooled Investment Fund offerings claiming 506(b) filed in the last 5 years (83,801 filings); ranges are the middle half (25th–75th percentile). No ranking or score.
SourceThis filing on SEC EDGAR ↗ · retrieved from the SEC Form D bulk data set
May 8, 2018 D/A Pooled Investment Fund — $4,760,000 sold of Indefinite · 10 investors EDGAR ↗
FilingForm D/A (amendment) filed May 8, 2018 · amends 0001538882-17-000001 ↗
SEC file no. 021-171379 · accession 0001538882-18-000003
Raise progress$4,760,000 sold of Indefinite offered · Indefinite remaining
Filing timingDate of first sale: Jan 1, 2012 · Form D filed: May 8, 2018 (2319 days after first sale)
Rule: a Form D is generally due within 15 days after the first sale. Both dates are shown as reported; no conclusion is drawn.
Time since first sale5,410 days (14.8 years)
Annual amendmentsIssuer reported the offering may last more than one year. This filing is an amendment dated May 8, 2018.
Rule: an ongoing offering generally files an amendment at least annually. Dates shown as reported; no conclusion is drawn.
Investors10 total · issuer reported no non-accredited investors
Exemption claimedRule 506(b) — no general advertising; up to 35 non-accredited investors allowed; Investment Company Act 3C exclusion; Investment Company Act 3C.1 exclusion
Minimum investment accepted$1,000,000
Securities offeredEquity; Pooled investment fund interests
Industry / issuer sizePooled Investment Fund (Hedge Fund) · net asset value range: Decline to Disclose
Who is paid to sell itAndrew Good — FINRA BrokerCheck CRD 852572 ↗ · associated broker-dealer: ALPS Distributors (CRD 16853 ↗)
Solicits in: CA, FL, IL, NY
Money to insidersSales commissions: $0 · Finder's fees: $0 · Proceeds to officers, directors, promoters: $0
The General Partner will receive an annual performance allocation equal to a percentage of the partnership's annual increase in base net asset value.
Signed byBrian James Machtley, Manager of the General Partner (May 8, 2018)
Changes vs prior filingNo change in the fields we track
Compared with the D/A filed May 9, 2017 (EDGAR ↗). Amendment history as filed; no conclusion is drawn.
Market contextMinimum investment: $1,000,000. Typical range for similar offerings: $1,000–$100,000.
Offering size: Indefinite. Typical range: $155,000–$5,250,000.
Investors: 10. Typical range: 4–27.
"Similar" = Pooled Investment Fund offerings claiming 506(b) filed in the last 5 years (83,801 filings); ranges are the middle half (25th–75th percentile). No ranking or score.
SourceThis filing on SEC EDGAR ↗ · retrieved from the SEC Form D bulk data set
May 9, 2017 D/A Pooled Investment Fund — $4,760,000 sold of Indefinite · 10 investors EDGAR ↗
FilingForm D/A (amendment) filed May 9, 2017 · amends 0001538882-16-000002 ↗
SEC file no. 021-171379 · accession 0001538882-17-000001
Raise progress$4,760,000 sold of Indefinite offered · Indefinite remaining
Filing timingDate of first sale: Jan 1, 2012 · Form D filed: May 9, 2017 (1955 days after first sale)
Rule: a Form D is generally due within 15 days after the first sale. Both dates are shown as reported; no conclusion is drawn.
Time since first sale5,410 days (14.8 years)
Annual amendmentsIssuer reported the offering may last more than one year. This filing is an amendment dated May 9, 2017.
Rule: an ongoing offering generally files an amendment at least annually. Dates shown as reported; no conclusion is drawn.
Investors10 total · issuer reported no non-accredited investors
Exemption claimedRule 506(b) — no general advertising; up to 35 non-accredited investors allowed; Investment Company Act 3C exclusion; Investment Company Act 3C.1 exclusion
Minimum investment accepted$1,000,000
Securities offeredEquity; Pooled investment fund interests
Industry / issuer sizePooled Investment Fund (Hedge Fund) · net asset value range: Decline to Disclose
Who is paid to sell itAndrew Good — FINRA BrokerCheck CRD 852572 ↗ · associated broker-dealer: ALPS Distributors (CRD 16853 ↗)
Solicits in: CA, FL, IL, NY
Money to insidersSales commissions: $0 · Finder's fees: $0 · Proceeds to officers, directors, promoters: $0
The General Partner will receive an annual performance allocation equal to a percentage of the partnership's annual increase in base net asset value.
Signed byBrian James Machtley, Manager of the General Partner (May 9, 2017)
Changes vs prior filingtotal sold: $4,636,000 → $4,760,000
investors: 9 → 10
minimum investment: $5,000,000 → $1,000,000
Compared with the D/A filed Jan 26, 2016 (EDGAR ↗). Amendment history as filed; no conclusion is drawn.
Market contextMinimum investment: $1,000,000. Typical range for similar offerings: $1,000–$100,000.
Offering size: Indefinite. Typical range: $155,000–$5,250,000.
Investors: 10. Typical range: 4–27.
"Similar" = Pooled Investment Fund offerings claiming 506(b) filed in the last 5 years (83,801 filings); ranges are the middle half (25th–75th percentile). No ranking or score.
SourceThis filing on SEC EDGAR ↗ · retrieved from the SEC Form D bulk data set
Jan 26, 2016 D/A Pooled Investment Fund — $4,636,000 sold of Indefinite · 9 investors EDGAR ↗
FilingForm D/A (amendment) filed Jan 26, 2016 · amends 0001538882-12-000002 ↗
SEC file no. 021-171379 · accession 0001538882-16-000002
Raise progress$4,636,000 sold of Indefinite offered · Indefinite remaining
Filing timingDate of first sale: Jan 1, 2012 · Form D filed: Jan 26, 2016 (1486 days after first sale)
Rule: a Form D is generally due within 15 days after the first sale. Both dates are shown as reported; no conclusion is drawn.
Time since first sale5,410 days (14.8 years)
Annual amendmentsIssuer reported the offering may last more than one year. This filing is an amendment dated Jan 26, 2016.
Rule: an ongoing offering generally files an amendment at least annually. Dates shown as reported; no conclusion is drawn.
Investors9 total · issuer reported no non-accredited investors
Exemption claimedRule 506(b) — no general advertising; up to 35 non-accredited investors allowed; Investment Company Act 3C exclusion; Investment Company Act 3C.1 exclusion
Minimum investment accepted$5,000,000
Securities offeredEquity; Pooled investment fund interests
Industry / issuer sizePooled Investment Fund (Hedge Fund) · net asset value range: Decline to Disclose
Who is paid to sell itNo sales compensation recipients listed on this filing.
Money to insidersSales commissions: $0 · Finder's fees: $0 · Proceeds to officers, directors, promoters: $0
The General Partner will receive an annual performance allocation equal to a percentage of the partnership's annual increase in base net asset value.
Signed byBrian James Machtley, Manager of the General Partner (Jan 26, 2016)
Changes vs prior filingtotal sold: $1,051,000 → $4,636,000
investors: 4 → 9
minimum investment: $1,000,000 → $5,000,000
exemption: 06, 3C, 3C.1 → 06b, 3C, 3C.1
Compared with the D/A filed Jan 13, 2012 (EDGAR ↗). Amendment history as filed; no conclusion is drawn.
Market contextMinimum investment: $5,000,000. Typical range for similar offerings: $1,000–$100,000.
Offering size: Indefinite. Typical range: $155,000–$5,250,000.
Investors: 9. Typical range: 4–27.
"Similar" = Pooled Investment Fund offerings claiming 506(b) filed in the last 5 years (83,801 filings); ranges are the middle half (25th–75th percentile). No ranking or score.
SourceThis filing on SEC EDGAR ↗ · retrieved from the SEC Form D bulk data set
Jan 13, 2012 D/A Pooled Investment Fund — $1,051,000 sold of Indefinite · 4 investors EDGAR ↗
FilingForm D/A (amendment) filed Jan 13, 2012 · amends 0001538882-12-000001 ↗
SEC file no. 021-171379 · accession 0001538882-12-000002
Raise progress$1,051,000 sold of Indefinite offered · Indefinite remaining
Filing timingDate of first sale: Jan 1, 2012 · Form D filed: Jan 13, 2012 (12 days after first sale)
Rule: a Form D is generally due within 15 days after the first sale. Both dates are shown as reported; no conclusion is drawn.
Time since first sale5,410 days (14.8 years)
Annual amendmentsIssuer reported the offering may last more than one year. This filing is an amendment dated Jan 13, 2012.
Rule: an ongoing offering generally files an amendment at least annually. Dates shown as reported; no conclusion is drawn.
Investors4 total · issuer reported no non-accredited investors
Exemption claimed06; Investment Company Act 3C exclusion; Investment Company Act 3C.1 exclusion
Minimum investment accepted$1,000,000
Securities offeredEquity; Pooled investment fund interests
Industry / issuer sizePooled Investment Fund (Hedge Fund) · net asset value range: Decline to Disclose
Who is paid to sell itNo sales compensation recipients listed on this filing.
Money to insidersSales commissions: $0 · Finder's fees: $0 · Proceeds to officers, directors, promoters: $0
The Issuer will pay to the Investment Manager, TCP Fund Management, LLC, a management fee equal to 1% per annum of the Issuer's net asset value.
Signed byBrian James Machtley, Manager of the General Partner (Jan 13, 2012)
Changes vs prior filingNo change in the fields we track
Compared with the D filed Jan 9, 2012 (EDGAR ↗). Amendment history as filed; no conclusion is drawn.
Market contextMinimum investment: $1,000,000. Typical range for similar offerings: $1,000–$100,000.
Offering size: Indefinite. Typical range: $155,000–$5,250,000.
Investors: 4. Typical range: 4–27.
"Similar" = Pooled Investment Fund offerings claiming 506(b) filed in the last 5 years (83,801 filings); ranges are the middle half (25th–75th percentile). No ranking or score.
SourceThis filing on SEC EDGAR ↗ · retrieved from the SEC Form D bulk data set
Jan 9, 2012 D Pooled Investment Fund — $1,051,000 sold of Indefinite · 4 investors EDGAR ↗
FilingForm D filed Jan 9, 2012
SEC file no. 021-171379 · accession 0001538882-12-000001
Raise progress$1,051,000 sold of Indefinite offered · Indefinite remaining
Filing timingDate of first sale: Jan 1, 2011 · Form D filed: Jan 9, 2012 (373 days after first sale)
Rule: a Form D is generally due within 15 days after the first sale. Both dates are shown as reported; no conclusion is drawn.
Time since first sale5,775 days (15.8 years)
Annual amendmentsIssuer reported the offering may last more than one year.
Rule: an ongoing offering generally files an amendment at least annually. Dates shown as reported; no conclusion is drawn.
Investors4 total · issuer reported no non-accredited investors
Exemption claimed06; Investment Company Act 3C exclusion; Investment Company Act 3C.1 exclusion
Minimum investment accepted$1,000,000
Securities offeredEquity; Pooled investment fund interests
Industry / issuer sizePooled Investment Fund (Hedge Fund) · net asset value range: Decline to Disclose
Who is paid to sell itNo sales compensation recipients listed on this filing.
Money to insidersSales commissions: $0 · Finder's fees: $0 · Proceeds to officers, directors, promoters: $0
The Issuer will pay to the Investment Manager, TCP Fund Management, LLC, a management fee equal to 1% per annum of the Issuer's net asset value.
Signed byBrian James Machtley, Manager of the General Partner (Jan 6, 2012)
Market contextMinimum investment: $1,000,000. Typical range for similar offerings: $1,000–$100,000.
Offering size: Indefinite. Typical range: $155,000–$5,250,000.
Investors: 4. Typical range: 4–27.
"Similar" = Pooled Investment Fund offerings claiming 506(b) filed in the last 5 years (83,801 filings); ranges are the middle half (25th–75th percentile). No ranking or score.
SourceThis filing on SEC EDGAR ↗ · retrieved from the SEC Form D bulk data set

All Form D filings for this CIK on SEC EDGAR ↗. History: 0 new offerings in the last 12 months · most recent filing Oct 19, 2026.

Key people (related persons as listed on Form D)

NameRelationshipAddress stateOn filingsAlso listed on
AFO Advisors LLC entityExecutive Officer
General Partner and Investment Manager of the Issuer.
FLApr 28, 2025 → Oct 19, 2026—
Jonathan AngristExecutive Officer
CEO and Member/Manager of AFO Advisors LLC, the General Partner and Investment Manager of the Issuer.
FLJan 9, 2012 → Oct 19, 2026—
Brian James MachtleyExecutive Officer
President and Member/Manager of Quantitative Value Technologies, LLC d/b/a Cognios Capital, the General Partner and Investment Manager of the Issuer.
KSJan 9, 2012 → Jun 28, 20243 other issuers
Quantitative Value Technologies, LLC entityExecutive Officer
General Partner of the Issuer. Quantitative Value Technologies, LLC d/b/a Cognios Capital.
KSJul 22, 2021 → Jun 28, 2024—
COGNIOS CAPITAL, LLC entityExecutive Officer
Investment Manager of the Issuer
KSJan 26, 2016 → May 2, 2019—
ROMEMC GP, LLC entityExecutive Officer
General Partner of the Issuer
KSJan 9, 2012 → May 2, 20192 other issuers
TCP FUND MANAGEMENT, LLC entityExecutive Officer
Investment Manager of the Issuer
KSJan 9, 2012 → Jan 13, 20122 other issuers

Executive officers, directors and promoters as self-reported by the issuer. Licensed persons: FINRA BrokerCheck ↗ · SEC IAPD ↗.

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