In this paper we propose a novel statistical language model to capture long-range semantic dependencies. Specifically, we apply the concept of semantic composition to the problem of constructing predictive history representations for upcoming words. We also examine the influence of the underlying semantic space on the composition task by comparing spatial semantic representations against topic-based ones. The composition models yield reductions in perplexity when combined with a standard n-gram language model over the n-gram model alone. We also obtain perplexity reductions when integrating our models with a structured language model.