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 |
0002030239 |
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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 |
Belnova Capital 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) |
2024 |
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Yet to Be Formed |
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2. Principal Place of Business and Contact Information
Name of Issuer |
Belnova Capital Fund LLC |
Street Address 1 |
Street Address 2 |
ONE POST OFFICE SQUARE |
City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
BOSTON |
MASSACHUSETTS |
02109 |
617-482-8260 |
3. Related Persons
Last Name |
First Name |
Middle Name |
Eaton Vance Management |
N/A |
Street Address 1 |
Street Address 2 |
One Post Office Square |
City |
State/Province/Country |
ZIP/PostalCode |
Boston |
MASSACHUSETTS |
02109 |
Relationship: |
|
Executive Officer |
|
Director |
X |
Promoter |
Clarification of Response (if Necessary):
Manager
Last Name |
First Name |
Middle Name |
Murphy |
A. |
John |
Street Address 1 |
Street Address 2 |
c/o Eaton Vance Management |
One Post Office Square |
City |
State/Province/Country |
ZIP/PostalCode |
Boston |
MASSACHUSETTS |
02109 |
Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
Executive Officer of Funds Manager, Eaton Vance Management
Last Name |
First Name |
Middle Name |
Kirchner |
James |
Street Address 1 |
Street Address 2 |
c/o Eaton Vance Management |
One Post Office Square |
City |
State/Province/Country |
ZIP/PostalCode |
Boston |
MASSACHUSETTS |
02109 |
Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
Executive Officer of Funds Manager, Eaton Vance Management
Last Name |
First Name |
Middle Name |
Walsh |
Deidre |
Street Address 1 |
Street Address 2 |
c/o Eaton Vance Management |
One Post Office Square |
City |
State/Province/Country |
ZIP/PostalCode |
Boston |
MASSACHUSETTS |
02109 |
Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
Executive Officer of Funds Manager, Eaton Vance Management
Last Name |
First Name |
Middle Name |
Frenette |
Drew |
Street Address 1 |
Street Address 2 |
c/o Eaton Vance Management |
One Post Office Square |
City |
State/Province/Country |
ZIP/PostalCode |
Boston |
MASSACHUSETTS |
02109 |
Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
Executive Officer of Funds Manager, Eaton Vance Management
Last Name |
First Name |
Middle Name |
Barton |
Yana |
S. |
Street Address 1 |
Street Address 2 |
c/o Eaton Vance Management |
One Post Office Square |
City |
State/Province/Country |
ZIP/PostalCode |
Boston |
MASSACHUSETTS |
02109 |
Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
Executive Officer of Funds Manager, Eaton Vance Management
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 |
X |
Pooled Investment Fund |
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Hedge Fund |
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Private Equity Fund |
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Venture Capital Fund |
X |
Other 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 |
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Decline to Disclose |
X |
Decline to Disclose |
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Not Applicable |
|
Not Applicable |
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
| |
Rule 504(b)(1) (not (i), (ii) or (iii)) |
| |
Rule 504 (b)(1)(i) |
| |
Rule 504 (b)(1)(ii) |
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Rule 504 (b)(1)(iii) |
| X |
Rule 506(b) |
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Rule 506(c) |
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Securities Act Section 4(a)(5) |
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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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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 |
2024-09-24 |
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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)
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Equity |
X |
Pooled Investment Fund Interests |
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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 |
$1,000,000
|
USD |
12. Sales Compensation
Recipient |
Recipient CRD Number |
|
None |
|
Deutsche Bank Securities Inc. |
2525 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
1 Columbus Circle |
City |
State/Province/Country |
ZIP/Postal Code |
New York |
NEW YORK |
10019 |
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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Glenmede Trust Company |
108165 |
(Associated) Broker or Dealer |
X |
None |
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(Associated) Broker or Dealer CRD Number |
X |
None |
|
Glenmede Advisers |
None |
Street Address 1 |
Street Address 2 |
1650 Market Street |
Suite 1200 |
City |
State/Province/Country |
ZIP/Postal Code |
Philadelphia |
PENNSYLVANIA |
19103 |
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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Commonwealth Financial Network |
8032 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
29 Sawyer Road |
City |
State/Province/Country |
ZIP/Postal Code |
Waltham |
MASSACHUSETTS |
02453 |
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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Bank of Oklahoma Financial Securities |
17530 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
One Williams Center |
Plaza Southeast |
City |
State/Province/Country |
ZIP/Postal Code |
Tulsa |
OKLAHOMA |
74172 |
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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Northern Trust Securities, Inc. |
7927 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
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None |
None |
Street Address 1 |
Street Address 2 |
50 South LaSalle Street |
City |
State/Province/Country |
ZIP/Postal Code |
Chicago |
ILLINOIS |
60603 |
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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Charles Schwab & Co., Inc. |
5393 |
(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 |
3000 Schwab Way |
City |
State/Province/Country |
ZIP/Postal Code |
Westgate |
TEXAS |
76262 |
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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Fifth Third Securities |
628 |
(Associated) Broker or Dealer |
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None |
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(Associated) Broker or Dealer CRD Number |
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None |
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Fifth Third Wealth Advisors |
313015 |
Street Address 1 |
Street Address 2 |
34 Fountain Square Plaza |
MD-1090AM |
City |
State/Province/Country |
ZIP/Postal Code |
Cincinnati |
OHIO |
45202 |
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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JP Morgan Securities |
79 |
(Associated) Broker or Dealer |
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None |
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(Associated) Broker or Dealer CRD Number |
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None |
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JP Morgan Private Bank |
18718 |
Street Address 1 |
Street Address 2 |
388 Madison Avenue |
City |
State/Province/Country |
ZIP/Postal Code |
New York |
NEW YORK |
10179 |
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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JP Morgan Securities |
79 |
(Associated) Broker or Dealer |
|
None |
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(Associated) Broker or Dealer CRD Number |
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None |
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First Republic Investment Management |
108559 |
Street Address 1 |
Street Address 2 |
111 Pine Street |
City |
State/Province/Country |
ZIP/Postal Code |
San Francisco |
CALIFORNIA |
94111 |
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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Raymond James & Associates, Inc. |
705 |
(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 |
880 Carillon Parkway |
City |
State/Province/Country |
ZIP/Postal Code |
St. Petersburg |
FLORIDA |
33716 |
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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Sanford C. Bernstein & Co. Inc. |
104474 |
(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 |
1345 Avenue of the Americas |
City |
State/Province/Country |
ZIP/Postal Code |
New York |
NEW YORK |
10105 |
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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RBC Capital Markets LLC |
31194 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
3 World Financial Center |
200 Vesey Street |
City |
State/Province/Country |
ZIP/Postal Code |
New York |
NEW YORK |
10281 |
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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CIBC National Trust Company |
109644 |
(Associated) Broker or Dealer |
|
None |
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(Associated) Broker or Dealer CRD Number |
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None |
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CIBC Private Wealth Advisors Inc |
109644 |
Street Address 1 |
Street Address 2 |
181 West Madison Street |
36th Floor |
City |
State/Province/Country |
ZIP/Postal Code |
Chicago |
ILLINOIS |
60602 |
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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Janney Montgomery Scott LLC |
463 |
(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 |
1717 Arch Street |
City |
State/Province/Country |
ZIP/Postal Code |
Philadelphia |
PENNSYLVANIA |
19103 |
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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Northwestern Mutual Investment Services LLC |
2881 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
720 East Wisconsin Avenue |
City |
State/Province/Country |
ZIP/Postal Code |
Milwaukee |
WISCONSIN |
53202 |
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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Morgan Stanley |
149777 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
2000 Westchester Avenue |
City |
State/Province/Country |
ZIP/Postal Code |
Purchase |
NEW YORK |
10577 |
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 |
|
Robert W. Baird |
8158 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
777 E. Wisconsin Avenue |
City |
State/Province/Country |
ZIP/Postal Code |
Milwaukee |
WISCONSIN |
53202 |
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 |
|
Plante Moran |
112158 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
3000 Town Center |
Suite 100 |
City |
State/Province/Country |
ZIP/Postal Code |
Southfield |
MICHIGAN |
48075 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
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|
PUERTO RICO |
TEXAS |
FLORIDA |
NEVADA |
WASHINGTON |
NEW YORK |
SOUTH CAROLINA |
WISCONSIN |
MASSACHUSETTS |
MARYLAND |
OHIO |
GEORGIA |
MICHIGAN |
CALIFORNIA |
MINNESOTA |
ILLINOIS |
OREGON |
INDIANA |
ALABAMA |
VIRGINIA |
COLORADO |
KENTUCKY |
CONNECTICUT |
PENNSYLVANIA |
LOUISIANA |
NORTH CAROLINA |
NEBRASKA |
ARIZONA |
NEW HAMPSHIRE |
TENNESSEE |
NEW JERSEY |
|
Recipient |
Recipient CRD Number |
|
None |
|
Sentry Advisors |
174042 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
100 Pine Street |
Suite 1250 |
City |
State/Province/Country |
ZIP/Postal Code |
San Francisco |
CALIFORNIA |
94111 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
WYOMING |
TEXAS |
WASHINGTON |
NEW YORK |
VIRGINIA |
COLORADO |
CALIFORNIA |
|
Recipient |
Recipient CRD Number |
|
None |
|
Leo Wealth LLC |
283891 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
860 Airport Freeway |
Suite 402 |
City |
State/Province/Country |
ZIP/Postal Code |
Hurst |
TEXAS |
76054 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
MINNESOTA |
TEXAS |
INDIANA |
FLORIDA |
NEVADA |
NEW YORK |
VIRGINIA |
COLORADO |
CONNECTICUT |
PENNSYLVANIA |
MASSACHUSETTS |
LOUISIANA |
NORTH CAROLINA |
MARYLAND |
NEBRASKA |
IOWA |
ARIZONA |
GEORGIA |
NEW HAMPSHIRE |
MICHIGAN |
NEW JERSEY |
OKLAHOMA |
CALIFORNIA |
NEW MEXICO |
|
Recipient |
Recipient CRD Number |
|
None |
|
Ameriprise Financial Services Inc |
6363 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
707 2nd Ave. South |
City |
State/Province/Country |
ZIP/Postal Code |
Minneapolis |
MINNESOTA |
55402 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
X |
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
Osaic Wealth Inc. |
23131 |
(Associated) Broker or Dealer |
|
None |
|
(Associated) Broker or Dealer CRD Number |
|
None |
|
American Portfolios Financial Services Inc |
18487 |
Street Address 1 |
Street Address 2 |
18700 N. Hayden Rd. |
Suite 255 |
City |
State/Province/Country |
ZIP/Postal Code |
Scottsdale |
ARIZONA |
85255 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
X |
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
Osaic Wealth Inc. |
23131 |
(Associated) Broker or Dealer |
|
None |
|
(Associated) Broker or Dealer CRD Number |
|
None |
|
Osaic Institutions, Inc |
35371 |
Street Address 1 |
Street Address 2 |
18700 N. Hayden Rd. |
Suite 255 |
City |
State/Province/Country |
ZIP/Postal Code |
Scottsdale |
ARIZONA |
85255 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
X |
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
Baker Street Advisors LLC |
128066 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
575 Market Street |
Suite 600 |
City |
State/Province/Country |
ZIP/Postal Code |
San Francisco |
CALIFORNIA |
94105 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
OREGON |
MASSACHUSETTS |
TEXAS |
FLORIDA |
ARIZONA |
WASHINGTON |
NEW YORK |
COLORADO |
CALIFORNIA |
|
Recipient |
Recipient CRD Number |
|
None |
|
BluePointe capital Management LLC |
140262 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
1300 El Camino Real |
Suite 100 |
City |
State/Province/Country |
ZIP/Postal Code |
Menlo Park |
CALIFORNIA |
94025 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
CapFinancial Partners LLC (DBA CapTrust) |
175112 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
4208 Six Forks Rd |
Suite 1700 |
City |
State/Province/Country |
ZIP/Postal Code |
Raleigh |
NORTH CAROLINA |
27609 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
X |
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
D.A. Davidson & Co, Inc |
199 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
8 Third St. North |
City |
State/Province/Country |
ZIP/Postal Code |
Great Falls |
MONTANA |
59401 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
X |
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
HB Wealth Management LLC (aka Homrich Berg) |
316731 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
3550 Lenox Rd. |
Suite 2700 |
City |
State/Province/Country |
ZIP/Postal Code |
Atlanta |
GEORGIA |
30326 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
TEXAS |
FLORIDA |
NEVADA |
WASHINGTON |
NEW YORK |
SOUTH CAROLINA |
WISCONSIN |
MASSACHUSETTS |
MARYLAND |
OHIO |
GEORGIA |
IDAHO |
MICHIGAN |
CALIFORNIA |
UTAH |
WEST VIRGINIA |
MINNESOTA |
MISSOURI |
ILLINOIS |
OREGON |
INDIANA |
MISSISSIPPI |
MONTANA |
KANSAS |
ALABAMA |
COLORADO |
KENTUCKY |
ARKANSAS |
CONNECTICUT |
PENNSYLVANIA |
NORTH CAROLINA |
NEBRASKA |
RHODE ISLAND |
ARIZONA |
NEW HAMPSHIRE |
TENNESSEE |
NEW JERSEY |
DISTRICT OF COLUMBIA |
NEW MEXICO |
|
Recipient |
Recipient CRD Number |
|
None |
|
HighTower Advisors LLC |
145323 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
200 W. Madison St. |
Suite 2500 |
City |
State/Province/Country |
ZIP/Postal Code |
Chicago |
ILLINOIS |
60606 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
X |
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
ICONIQ Capital |
159198 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
50 Beale St. |
Suite 2300 |
City |
State/Province/Country |
ZIP/Postal Code |
San Francisco |
CALIFORNIA |
94105 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
TEXAS |
FLORIDA |
NEW YORK |
CALIFORNIA |
|
Recipient |
Recipient CRD Number |
|
None |
|
Kukui Tree Capital Management |
330374 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
545 Middlefield Rd. |
Suite 205 |
City |
State/Province/Country |
ZIP/Postal Code |
Menlo Park |
CALIFORNIA |
94025 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
MDRN Capital |
325950 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
1997 Annapolis Exchange Parkway |
Suite 300 |
City |
State/Province/Country |
ZIP/Postal Code |
Annapolis |
MARYLAND |
21401 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
DELAWARE |
MISSOURI |
ILLINOIS |
TEXAS |
FLORIDA |
NEW YORK |
VIRGINIA |
COLORADO |
PENNSYLVANIA |
LOUISIANA |
NORTH CAROLINA |
MARYLAND |
ARIZONA |
OHIO |
GEORGIA |
NEW HAMPSHIRE |
MICHIGAN |
NEW JERSEY |
CALIFORNIA |
UTAH |
|
Recipient |
Recipient CRD Number |
|
None |
|
Northwestern Mutual Investment Services LLC |
2881 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
720 East Wisconsin Ave |
City |
State/Province/Country |
ZIP/Postal Code |
Milwaukee |
WISCONSIN |
53202 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
DELAWARE |
HAWAII |
TEXAS |
MASSACHUSETTS |
MARYLAND |
IOWA |
MAINE |
IDAHO |
MICHIGAN |
UTAH |
MINNESOTA |
MISSOURI |
ILLINOIS |
INDIANA |
MISSISSIPPI |
MONTANA |
ALASKA |
ALABAMA |
VIRGINIA |
ARKANSAS |
NORTH CAROLINA |
NORTH DAKOTA |
NEBRASKA |
RHODE ISLAND |
ARIZONA |
NEW HAMPSHIRE |
NEW JERSEY |
VERMONT |
NEW MEXICO |
FLORIDA |
NEVADA |
WASHINGTON |
NEW YORK |
SOUTH CAROLINA |
SOUTH DAKOTA |
WISCONSIN |
OHIO |
GEORGIA |
OKLAHOMA |
CALIFORNIA |
WEST VIRGINIA |
OREGON |
KANSAS |
COLORADO |
KENTUCKY |
CONNECTICUT |
PENNSYLVANIA |
LOUISIANA |
TENNESSEE |
DISTRICT OF COLUMBIA |
|
Recipient |
Recipient CRD Number |
|
None |
|
Partners Capital Investment Group LLP |
120663 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
600 Atlantic Ave, 30th Fl |
City |
State/Province/Country |
ZIP/Postal Code |
Boston |
MASSACHUSETTS |
02110 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
MASSACHUSETTS |
TEXAS |
FLORIDA |
NEW YORK |
CALIFORNIA |
|
Recipient |
Recipient CRD Number |
|
None |
|
Spirepoint Private Client LLC |
327350 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
3111Cardinal Drive |
Suite 2 West |
City |
State/Province/Country |
ZIP/Postal Code |
Vero Beach |
FLORIDA |
32963 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
PENNSYLVANIA |
ILLINOIS |
TEXAS |
LOUISIANA |
NORTH CAROLINA |
FLORIDA |
NEW YORK |
|
Recipient |
Recipient CRD Number |
|
None |
|
Stevens Capital Partners Inc. |
317517 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
15514 Spaulding Plaza |
Suite D02 |
City |
State/Province/Country |
ZIP/Postal Code |
Omaha |
NEBRASKA |
86116 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
MINNESOTA |
PENNSYLVANIA |
ILLINOIS |
TEXAS |
NORTH CAROLINA |
FLORIDA |
NEBRASKA |
IOWA |
GEORGIA |
NEW YORK |
CALIFORNIA |
|
Recipient |
Recipient CRD Number |
|
None |
|
Summit Trail Advisors LLC |
220529 |
(Associated) Broker or Dealer |
|
None |
|
(Associated) Broker or Dealer CRD Number |
|
None |
|
Summit Trail Securities LLC |
285784 |
Street Address 1 |
Street Address 2 |
2 Grand Central Tower, 140 E 45th St. |
28th Floor |
City |
State/Province/Country |
ZIP/Postal Code |
New York |
NEW YORK |
10017 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
DELAWARE |
HAWAII |
PUERTO RICO |
TEXAS |
FLORIDA |
NEVADA |
WASHINGTON |
NEW YORK |
SOUTH CAROLINA |
SOUTH DAKOTA |
WISCONSIN |
MASSACHUSETTS |
MARYLAND |
OHIO |
GEORGIA |
MICHIGAN |
OKLAHOMA |
CALIFORNIA |
UTAH |
MINNESOTA |
MISSOURI |
WYOMING |
ILLINOIS |
OREGON |
INDIANA |
ALABAMA |
VIRGINIA |
COLORADO |
CONNECTICUT |
PENNSYLVANIA |
LOUISIANA |
NORTH CAROLINA |
RHODE ISLAND |
ARIZONA |
NEW HAMPSHIRE |
TENNESSEE |
NEW JERSEY |
|
Recipient |
Recipient CRD Number |
X |
None |
|
Truist Bank NA |
None |
(Associated) Broker or Dealer |
|
None |
|
(Associated) Broker or Dealer CRD Number |
|
None |
|
Truist Securities |
6271 |
Street Address 1 |
Street Address 2 |
3333 Peachtree Rd, |
South Tower, 9th Fl |
City |
State/Province/Country |
ZIP/Postal Code |
Atlanta |
GEORGIA |
30326 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
X |
All States |
|
|
|
Recipient |
Recipient CRD Number |
X |
None |
|
Truist Bank NA |
None |
(Associated) Broker or Dealer |
|
None |
|
(Associated) Broker or Dealer CRD Number |
|
None |
|
Truist Investment Services |
17499 |
Street Address 1 |
Street Address 2 |
3333 Peachtree Rd, |
South Tower, 9th Fl |
City |
State/Province/Country |
ZIP/Postal Code |
Atlanta |
GEORGIA |
30326 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
X |
All States |
|
|
|
Recipient |
Recipient CRD Number |
X |
None |
|
BMO Bank NA |
None |
(Associated) Broker or Dealer |
|
None |
|
(Associated) Broker or Dealer CRD Number |
|
None |
|
BMO Family Office LLC |
110264 |
Street Address 1 |
Street Address 2 |
320 south Canal St. |
Floor 12 |
City |
State/Province/Country |
ZIP/Postal Code |
Chicago |
ILLINOIS |
60606 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
MINNESOTA |
ILLINOIS |
OREGON |
MASSACHUSETTS |
TEXAS |
FLORIDA |
ARIZONA |
NEW HAMPSHIRE |
WASHINGTON |
COLORADO |
CALIFORNIA |
|
Recipient |
Recipient CRD Number |
|
None |
|
New Edge Wealth |
307771 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
2200 Atlantic St |
Suite 200 |
City |
State/Province/Country |
ZIP/Postal Code |
Stamford |
CONNECTICUT |
06902 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
X |
All States |
|
|
|
Recipient |
Recipient CRD Number |
|
None |
|
Ameriprise Financial |
6363 |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
707 2nd Ave South |
City |
State/Province/Country |
ZIP/Postal Code |
Minneapolis |
MINNESOTA |
55402 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
X |
All States |
|
|
|
Recipient |
Recipient CRD Number |
X |
None |
|
Cetera Financial |
None |
(Associated) Broker or Dealer |
|
None |
|
(Associated) Broker or Dealer CRD Number |
|
None |
|
Cetera Advisor Networks LLC |
13572 |
Street Address 1 |
Street Address 2 |
2301 Rosecrans Avenue |
#5100 |
City |
State/Province/Country |
ZIP/Postal Code |
El Segundo |
CALIFORNIA |
90245 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
X |
All States |
|
|
|
Recipient |
Recipient CRD Number |
X |
None |
|
Cetera Financial |
None |
(Associated) Broker or Dealer |
|
None |
|
(Associated) Broker or Dealer CRD Number |
|
None |
|
Cetera Financial Specialists LLC |
10358 |
Street Address 1 |
Street Address 2 |
1450 American Lane |
Suite 650 |
City |
State/Province/Country |
ZIP/Postal Code |
Schaumburg |
ILLINOIS |
60173 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
X |
All States |
|
|
|
Recipient |
Recipient CRD Number |
X |
None |
|
Cetera Financial |
None |
(Associated) Broker or Dealer |
|
None |
|
(Associated) Broker or Dealer CRD Number |
|
None |
|
Cetera Investment Services LLC |
105644 |
Street Address 1 |
Street Address 2 |
1450 American Lane |
Suite 650 |
City |
State/Province/Country |
ZIP/Postal Code |
Schaumburg |
ILLINOIS |
60173 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
X |
All States |
|
|
|
Recipient |
Recipient CRD Number |
X |
None |
|
Cetera Financial |
None |
(Associated) Broker or Dealer |
|
None |
|
(Associated) Broker or Dealer CRD Number |
|
None |
|
Cetera Advisors LLC |
10299 |
Street Address 1 |
Street Address 2 |
5299 DTC Blvd |
#800 |
City |
State/Province/Country |
ZIP/Postal Code |
Greenwood Village |
COLORADO |
80111 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
X |
All States |
|
|
|
13. Offering and Sales Amounts
Total Offering Amount |
|
USD |
|
Total Amount Sold |
$595,011,555
|
USD |
Total Remaining to be Sold |
|
USD |
|
Clarification of Response (if Necessary):
14. Investors
|
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. |
|
|
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: |
|
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 |
$1,910,895
|
USD |
|
Finders' Fees |
$0
|
USD |
|
Clarification of Response (if Necessary):
16. 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):
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 Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).
|
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 |
Belnova Capital Fund LLC |
/s/ A. John Murphy |
A. John Murphy |
Vice President of Manager |
2024-11-19 |
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.