The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete. The reader should not assume that the information is accurate and complete. |
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM D
Notice of Exempt Offering of Securities
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OMB APPROVAL |
OMB Number: |
3235-0076 |
Estimated average burden |
hours per response: |
4.00 |
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1. Issuer's Identity
CIK (Filer ID Number) |
Previous Names |
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Entity Type |
0001457315 |
IMH Secured Load Fund II, LLC |
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Corporation |
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Limited Partnership |
X |
Limited Liability Company |
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General Partnership |
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Business Trust |
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Other (Specify) |
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Name of Issuer |
Strategic Wealth & Income Fund, LLC |
Jurisdiction of Incorporation/Organization |
DELAWARE |
Year of Incorporation/Organization |
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Over Five Years Ago |
X |
Within Last Five Years (Specify Year) |
2007 |
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Yet to Be Formed |
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2. Principal Place of Business and Contact Information
Name of Issuer |
Strategic Wealth & Income Fund, LLC |
Street Address 1 |
Street Address 2 |
4900 NORTH SCOTTSDALE ROAD, SUITE 5000 |
City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
SCOTTSDALE |
ARIZONA |
85251 |
(480) 840-8400 |
3. Related Persons
Last Name |
First Name |
Middle Name |
SWI Management, LLC |
SWI Management, LLC |
Street Address 1 |
Street Address 2 |
4900 North Scottsdale Road, Suite 5000 |
City |
State/Province/Country |
ZIP/PostalCode |
Scottsdale |
ARIZONA |
85251 |
Relationship: |
|
Executive Officer |
|
Director |
X |
Promoter |
Clarification of Response (if Necessary):
Manager
Last Name |
First Name |
Middle Name |
Albers |
Shane |
Street Address 1 |
Street Address 2 |
4900 North Scottsdale Road, Suite 5000 |
City |
State/Province/Country |
ZIP/PostalCode |
Scottsdale |
ARIZONA |
85251 |
Relationship: |
X |
Executive Officer |
X |
Director |
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Promoter |
Clarification of Response (if Necessary):
Executive Officer and Director of SWI Management, LLC, manager of the Issuer
Last Name |
First Name |
Middle Name |
Meris |
Will |
Street Address 1 |
Street Address 2 |
4900 North Scottsdale Road, Suite 5000 |
City |
State/Province/Country |
ZIP/PostalCode |
Scottsdale |
ARIZONA |
85251 |
Relationship: |
X |
Executive Officer |
X |
Director |
|
Promoter |
Clarification of Response (if Necessary):
Executive Officer and Director of SWI Management, LLC, manager of the Issuer
Last Name |
First Name |
Middle Name |
Darak |
Steven |
Street Address 1 |
Street Address 2 |
4900 North Scottsdale Road, Suite 5000 |
City |
State/Province/Country |
ZIP/PostalCode |
Scottsdale |
ARIZONA |
85251 |
Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
Executive Officer of SWI Management, LLC, manager of the Issuer
Last Name |
First Name |
Middle Name |
McCartney |
Ann |
Street Address 1 |
Street Address 2 |
4900 North Scottsdale Road, Suite 5000 |
City |
State/Province/Country |
ZIP/PostalCode |
Scottsdale |
ARIZONA |
85251 |
Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
Executive Officer of SWI Management, LLC, manager of the Issuer
Last Name |
First Name |
Middle Name |
Peterson |
Brian |
Street Address 1 |
Street Address 2 |
4900 North Scottsdale Road, Suite 5000 |
City |
State/Province/Country |
ZIP/PostalCode |
Scottsdale |
ARIZONA |
85251 |
Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
Executive Officer of SWI Management, LLC, manager of the Issuer
Last Name |
First Name |
Middle Name |
Guske |
Terri |
Street Address 1 |
Street Address 2 |
4900 North Scottsdale Road, Suite 5000 |
City |
State/Province/Country |
ZIP/PostalCode |
Scottsdale |
ARIZONA |
85251 |
Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
Executive Officer of SWI Management, LLC, manager of the Issuer
4. Industry Group
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Agriculture |
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Banking & Financial Services |
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Commercial Banking |
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Insurance |
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Investing |
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Investment Banking |
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Pooled Investment Fund |
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Is the issuer registered as an investment company under the Investment Company Act of 1940? |
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Other Banking & Financial Services |
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Business Services |
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Energy |
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Health Care |
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Manufacturing |
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Real Estate |
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Retailing |
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Restaurants |
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Technology |
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Travel |
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Tourism & Travel Services |
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Other |
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5. Issuer Size
Revenue Range |
OR |
Aggregate Net Asset Value Range |
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No Revenues |
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No Aggregate Net Asset Value |
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$1 - $1,000,000 |
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$1 - $5,000,000 |
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$1,000,001 - $5,000,000 |
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$5,000,001 - $25,000,000 |
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$5,000,001 - $25,000,000 |
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$25,000,001 - $50,000,000 |
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$25,000,001 - $100,000,000 |
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$50,000,001 - $100,000,000 |
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Over $100,000,000 |
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Over $100,000,000 |
X |
Decline to Disclose |
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Decline to Disclose |
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Not Applicable |
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Not Applicable |
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
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Rule 504(b)(1) (not (i), (ii) or (iii)) |
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Rule 505 |
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Rule 504 (b)(1)(i) |
X |
Rule 506 |
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Rule 504 (b)(1)(ii) |
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Securities Act Section 4(5) |
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Rule 504 (b)(1)(iii) |
X |
Investment Company Act Section 3(c) |
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Section 3(c)(1) |
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Section 3(c)(9) |
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Section 3(c)(2) |
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Section 3(c)(10) |
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Section 3(c)(3) |
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Section 3(c)(11) |
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Section 3(c)(4) |
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Section 3(c)(12) |
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X |
Section 3(c)(5) |
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Section 3(c)(13) |
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Section 3(c)(6) |
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Section 3(c)(14) |
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7. Type of Filing
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New Notice |
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Date of First Sale |
2009-02-25 |
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First Sale Yet to Occur |
X |
Amendment |
8. Duration of Offering
Does the Issuer intend this offering to last more than one year? |
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9. Type(s) of Securities Offered (select all that apply)
X |
Equity |
X |
Pooled Investment Fund Interests |
X |
Debt |
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Tenant-in-Common Securities |
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Option, Warrant or Other Right to Acquire Another Security |
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Mineral Property Securities |
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Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security |
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Other (describe) |
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10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? |
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Clarification of Response (if Necessary):
11. Minimum Investment
Minimum investment accepted from any outside investor |
$25,000
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USD |
12. Sales Compensation
Recipient |
Recipient CRD Number |
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None |
|
Lawson Financial Corporation |
15261 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
3352 E. Camelback Road |
City |
State/Province/Country |
ZIP/Postal Code |
Phoenix |
ARIZONA |
85018 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
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|
ALABAMA |
ARIZONA |
ARKANSAS |
CALIFORNIA |
COLORADO |
CONNECTICUT |
FLORIDA |
GEORGIA |
IDAHO |
ILLINOIS |
INDIANA |
IOWA |
KANSAS |
KENTUCKY |
LOUISIANA |
MARYLAND |
MASSACHUSETTS |
MICHIGAN |
MINNESOTA |
MISSISSIPPI |
NEVADA |
NEW MEXICO |
NEW YORK |
NORTH CAROLINA |
OHIO |
OREGON |
PENNSYLVANIA |
SOUTH CAROLINA |
SOUTH DAKOTA |
TENNESSEE |
TEXAS |
UTAH |
VIRGINIA |
WASHINGTON |
WISCONSIN |
WYOMING |
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Recipient |
Recipient CRD Number |
|
None |
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Independent Financial Group, LLC |
7717 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
12636 High Bluff Drive, Suite 100 |
City |
State/Province/Country |
ZIP/Postal Code |
San Diego |
CALIFORNIA |
92130 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
X |
All States |
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|
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Recipient |
Recipient CRD Number |
|
None |
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QA3 Financial Group |
14754 |
(Associated) Broker or Dealer |
X |
None |
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(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
One Valmont Plaza, 4th Floor |
P.O. Box 542055 |
City |
State/Province/Country |
ZIP/Postal Code |
Omaha |
NEBRASKA |
68154-5203 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
X |
All States |
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Recipient |
Recipient CRD Number |
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None |
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Sunset Financial Services, Inc. |
3538 |
(Associated) Broker or Dealer |
X |
None |
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(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
3520 Broadway |
City |
State/Province/Country |
ZIP/Postal Code |
Kansas City |
MISSOURI |
64111 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
X |
All States |
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Recipient |
Recipient CRD Number |
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None |
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Workman Securities Corporation |
31898 |
(Associated) Broker or Dealer |
X |
None |
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(Associated) Broker or Dealer CRD Number |
X |
None |
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None |
None |
Street Address 1 |
Street Address 2 |
6500 City West Parkway, Suite 350 |
City |
State/Province/Country |
ZIP/Postal Code |
Eden Prairie |
MINNESOTA |
55344 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
X |
All States |
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Recipient |
Recipient CRD Number |
|
None |
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CapWest Securities |
30002 |
(Associated) Broker or Dealer |
X |
None |
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(Associated) Broker or Dealer CRD Number |
X |
None |
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None |
None |
Street Address 1 |
Street Address 2 |
3900 S. Wadsworth Blvd., Suite 590 |
City |
State/Province/Country |
ZIP/Postal Code |
Lakewood |
COLORADO |
80235 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
X |
All States |
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Recipient |
Recipient CRD Number |
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None |
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American Portfolios Financial Services, Inc. |
18487 |
(Associated) Broker or Dealer |
X |
None |
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(Associated) Broker or Dealer CRD Number |
X |
None |
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None |
None |
Street Address 1 |
Street Address 2 |
4520 Veterans Memorial Highway |
4th Floor East |
City |
State/Province/Country |
ZIP/Postal Code |
Holbrook |
NEW YORK |
11741 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
X |
All States |
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Recipient |
Recipient CRD Number |
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None |
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Ausdal Financial Partners, Inc. |
7995 |
(Associated) Broker or Dealer |
X |
None |
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(Associated) Broker or Dealer CRD Number |
X |
None |
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None |
None |
Street Address 1 |
Street Address 2 |
220 N. Main Street, Suite 400 |
City |
State/Province/Country |
ZIP/Postal Code |
Davenport |
IOWA |
52801-1921 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
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ALABAMA |
ARIZONA |
ARKANSAS |
CALIFORNIA |
COLORADO |
CONNECTICUT |
FLORIDA |
GEORGIA |
IDAHO |
ILLINOIS |
INDIANA |
IOWA |
KANSAS |
KENTUCKY |
LOUISIANA |
MARYLAND |
MASSACHUSETTS |
MICHIGAN |
MINNESOTA |
MISSISSIPPI |
MISSOURI |
MONTANA |
NEBRASKA |
NEVADA |
NEW HAMPSHIRE |
NEW JERSEY |
NEW MEXICO |
NEW YORK |
NORTH CAROLINA |
NORTH DAKOTA |
OHIO |
OKLAHOMA |
OREGON |
PENNSYLVANIA |
SOUTH CAROLINA |
SOUTH DAKOTA |
TEXAS |
UTAH |
VIRGINIA |
WASHINGTON |
WISCONSIN |
WYOMING |
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Recipient |
Recipient CRD Number |
|
None |
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Regent Capital Group, Inc. |
126881 |
(Associated) Broker or Dealer |
X |
None |
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(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
4035 E. Thousand Oaks Blvd., Suite 240 |
City |
State/Province/Country |
ZIP/Postal Code |
Westlake Village |
CALIFORNIA |
91362 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
ARIZONA |
CALIFORNIA |
COLORADO |
CONNECTICUT |
FLORIDA |
IDAHO |
NEVADA |
NEW JERSEY |
OREGON |
UTAH |
VERMONT |
WASHINGTON |
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Recipient |
Recipient CRD Number |
|
None |
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Galt Financial Group, Inc. |
146976 |
(Associated) Broker or Dealer |
X |
None |
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(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
2815 Townsgate Road, Suite 100 |
City |
State/Province/Country |
ZIP/Postal Code |
West Lake Village |
CALIFORNIA |
91361 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
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ALASKA |
CALIFORNIA |
HAWAII |
NEW YORK |
OREGON |
UTAH |
WASHINGTON |
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Recipient |
Recipient CRD Number |
|
None |
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Cue Financial Group, Inc. |
21033 |
(Associated) Broker or Dealer |
X |
None |
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(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
3200 N. Central Aveue, Suite 200 |
City |
State/Province/Country |
ZIP/Postal Code |
Phoenix |
ARIZONA |
85012 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
ALABAMA |
ALASKA |
ARIZONA |
ARKANSAS |
CALIFORNIA |
COLORADO |
CONNECTICUT |
DELAWARE |
DISTRICT OF COLUMBIA |
FLORIDA |
GEORGIA |
HAWAII |
IDAHO |
ILLINOIS |
INDIANA |
IOWA |
KANSAS |
KENTUCKY |
LOUISIANA |
MARYLAND |
MASSACHUSETTS |
MICHIGAN |
MINNESOTA |
MISSISSIPPI |
MISSOURI |
MONTANA |
NEBRASKA |
NEVADA |
NEW JERSEY |
NEW MEXICO |
NEW YORK |
NORTH CAROLINA |
NORTH DAKOTA |
OHIO |
OKLAHOMA |
OREGON |
PENNSYLVANIA |
SOUTH CAROLINA |
SOUTH DAKOTA |
TENNESSEE |
TEXAS |
UTAH |
VIRGINIA |
WASHINGTON |
WEST VIRGINIA |
WISCONSIN |
WYOMING |
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Recipient |
Recipient CRD Number |
|
None |
|
Arque Capital, Ltd. |
121192 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
5080 N. 40th Street, Suite 103 |
City |
State/Province/Country |
ZIP/Postal Code |
Phoenix |
ARIZONA |
85018 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
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|
ALABAMA |
ALASKA |
ARIZONA |
ARKANSAS |
CALIFORNIA |
COLORADO |
CONNECTICUT |
DELAWARE |
FLORIDA |
GEORGIA |
HAWAII |
IDAHO |
ILLINOIS |
INDIANA |
IOWA |
KANSAS |
KENTUCKY |
LOUISIANA |
MARYLAND |
MASSACHUSETTS |
MICHIGAN |
MINNESOTA |
MISSISSIPPI |
MISSOURI |
MONTANA |
NEBRASKA |
NEVADA |
NEW HAMPSHIRE |
NEW JERSEY |
NEW MEXICO |
NEW YORK |
NORTH CAROLINA |
NORTH DAKOTA |
OHIO |
OKLAHOMA |
OREGON |
PENNSYLVANIA |
SOUTH CAROLINA |
SOUTH DAKOTA |
TEXAS |
UTAH |
VIRGINIA |
WASHINGTON |
WEST VIRGINIA |
WISCONSIN |
|
Recipient |
Recipient CRD Number |
|
None |
|
Empire Securities Corporation |
2826 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
10 Universal City Plaza, 20th Floor |
City |
State/Province/Country |
ZIP/Postal Code |
Universal City |
CALIFORNIA |
91608 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
ALABAMA |
ALASKA |
ARIZONA |
ARKANSAS |
CALIFORNIA |
COLORADO |
CONNECTICUT |
DELAWARE |
DISTRICT OF COLUMBIA |
FLORIDA |
GEORGIA |
HAWAII |
IDAHO |
ILLINOIS |
INDIANA |
IOWA |
KANSAS |
KENTUCKY |
LOUISIANA |
MAINE |
MARYLAND |
MASSACHUSETTS |
MICHIGAN |
MINNESOTA |
MISSISSIPPI |
MISSOURI |
MONTANA |
NEBRASKA |
NEVADA |
NEW HAMPSHIRE |
NEW JERSEY |
NEW YORK |
NORTH CAROLINA |
NORTH DAKOTA |
OHIO |
OKLAHOMA |
OREGON |
PENNSYLVANIA |
PUERTO RICO |
RHODE ISLAND |
SOUTH CAROLINA |
SOUTH DAKOTA |
TENNESSEE |
TEXAS |
UTAH |
VERMONT |
VIRGINIA |
WASHINGTON |
WEST VIRGINIA |
WISCONSIN |
WYOMING |
|
Recipient |
Recipient CRD Number |
|
None |
|
Capital Financial Services, Inc. |
8408 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
#1 North Main Street |
City |
State/Province/Country |
ZIP/Postal Code |
Minot |
NORTH DAKOTA |
58703 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
X |
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
Ameritas Investment Corp |
14869 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
5900 "O" Street |
City |
State/Province/Country |
ZIP/Postal Code |
Lincoln |
NEBRASKA |
14869 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
X |
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
Steven L. Falk & Associates |
14297 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
11280 Granite Ridge Drive |
Suite 1042 |
City |
State/Province/Country |
ZIP/Postal Code |
Las Vegas |
NEVADA |
89135 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
X |
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
Union Capital Company |
110301 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
4400 E. Broadway |
Suite 512 |
City |
State/Province/Country |
ZIP/Postal Code |
Tucson |
ARIZONA |
85711 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
X |
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
Foothill Securities, Inc. |
1027 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
150 E. Dana Street |
City |
State/Province/Country |
ZIP/Postal Code |
Mountain View |
CALIFORNIA |
94041 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
X |
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
American Independent Securities Group, LLC |
135288 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
1036 E. Iron Eagle Dr. |
Suite 105 |
City |
State/Province/Country |
ZIP/Postal Code |
Eagle |
IDAHO |
83616 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
X |
All States |
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13. Offering and Sales Amounts
Total Offering Amount |
$700,000,000
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USD |
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Total Amount Sold |
$11,598,659
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USD |
Total Remaining to be Sold |
$688,401,341
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USD |
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Clarification of Response (if Necessary):
14. Investors
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Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering. |
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Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: |
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15. Sales Commissions & Finder's Fees Expenses
Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions |
$52,500,000
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USD |
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Finders' Fees |
$0
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USD |
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Clarification of Response (if Necessary):
Sales commissions = 6%; Marketing/due diligence fee = 0.5%; Supervisory fee = 1%; after members receive return of capital + 20% IRR; broker dealers receive pro rata share of 5% of net earnings of Issuer16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
Clarification of Response (if Necessary):
See Item 15 for commissions. Only .75% of supervisory fee can be paid to insiders. Manager receives organization fee = 0.5%, and amount above only includes organization fee because other commissions are in Item 15.Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission
In submitting this notice, each issuer named above is: |
- Notifying the SEC and/or each State in which this notice is filed of the offering of
securities described and undertaking to furnish them, upon written request, in the accordance with applicable
law, the information furnished to offerees.*
- Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator
or other legally designated officer of the State in which the issuer maintains its principal
place of business and any State in which this notice is filed, as its agents for service of
process, and agreeing that these persons may accept service on its behalf, of any notice,
process or pleading, and further agreeing that such service may be made by registered or
certified mail, in any Federal or state action, administrative proceeding, or arbitration
brought against the issuer in any place subject to the jurisdiction of the United States, if the
action, proceeding or arbitration (a) arises out of any activity in connection with the
offering of securities that is the subject of this notice, and (b) is founded, directly or
indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange
Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the
Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii)
the laws of the State in which the issuer maintains its principal place of business or any State
in which this notice is filed.
- Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified
from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).
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Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
Issuer |
Signature |
Name of Signer |
Title |
Date |
Strategic Wealth & Income Fund, LLC |
Will Meris |
Will Meris |
Executive Officer of manager of Issuer |
2010-05-12 |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
* This undertaking does not affect any limits Section 102(a) of the National Securities Markets
Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to
require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes
of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot
routinely require offering materials under this undertaking or otherwise and can require offering materials only to the
extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.