This is the Primary Document downloaded from EDGAR on 7/1/2021 6:30:11 PM EST for EFDID 355521 and Accession Number 0001012975-21-000255.

Please note that this is not the current Accession Number for this EFDId.

SEC FORM D/A

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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001829531
X Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
MH Ventures Fund II, Inc.
Jurisdiction of Incorporation/Organization
MARYLAND
Year of Incorporation/Organization
Over Five Years Ago
X Within Last Five Years (Specify Year) 2020
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
MH Ventures Fund II, Inc.
Street Address 1 Street Address 2
2901 BUTTERFIELD ROAD
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
OAK BROOK ILLINOIS 60523 630-218-8000

3. Related Persons

Last Name First Name Middle Name
Goodwin Daniel L
Street Address 1 Street Address 2
2901 Butterfield Road
City State/Province/Country ZIP/PostalCode
Oak Brook ILLINOIS 60523
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director and Chairman of the Board
Last Name First Name Middle Name
Sabshon Mitchell A
Street Address 1 Street Address 2
2901 Butterfield Road
City State/Province/Country ZIP/PostalCode
Oak Brook ILLINOIS 60523
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director and Chief Executive Officer
Last Name First Name Middle Name
Curtis Roderick S
Street Address 1 Street Address 2
2901 Butterfield Road
City State/Province/Country ZIP/PostalCode
Oak Brook ILLINOIS 60523
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director and President
Last Name First Name Middle Name
Bansal Ravi
Street Address 1 Street Address 2
2901 Butterfield Road
City State/Province/Country ZIP/PostalCode
Oak Brook ILLINOIS 60523
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Investment Officer
Last Name First Name Middle Name
Kyriazis Jerry
Street Address 1 Street Address 2
2901 Butterfield Road
City State/Province/Country ZIP/PostalCode
Oak Brook ILLINOIS 60523
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer and Treasurer
Last Name First Name Middle Name
Griffin Guadalupe
Street Address 1 Street Address 2
2901 Butterfield Road
City State/Province/Country ZIP/PostalCode
Oak Brook ILLINOIS 60523
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Senior Vice President - Asset Management
Last Name First Name Middle Name
Hrtanek Cathleen M
Street Address 1 Street Address 2
2901 Butterfield Road
City State/Province/Country ZIP/PostalCode
Oak Brook ILLINOIS 60523
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Secretary
Last Name First Name Middle Name
Inland Venture Partners, LLC N/A
Street Address 1 Street Address 2
2901 Butterfield Road
City State/Province/Country ZIP/PostalCode
Oak Brook ILLINOIS 60523
Relationship: Executive Officer Director X Promoter

Clarification of Response (if Necessary):

Sponsor of the Issuer

4. Industry Group

Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Yes No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
Manufacturing
Real Estate
Commercial
Construction
X REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants
Technology
Computers
Telecommunications
Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
$1 - $1,000,000 $1 - $5,000,000
$1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
Over $100,000,000 Over $100,000,000
X Decline to Disclose Decline to Disclose
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)
Rule 504 (b)(1)(iii)
X Rule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
Section 3(c)(1) Section 3(c)(9)
Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
Section 3(c)(7)

7. Type of Filing

New Notice Date of First Sale 2020-11-12 First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
X Yes No

9. Type(s) of Securities Offered (select all that apply)

X Equity Pooled Investment Fund Interests
Debt Tenant-in-Common Securities
Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number None
Inland Securities Corporation 15807
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2901 Butterfield Road
City State/Province/Country ZIP/Postal Code
Oak Brook ILLINOIS 60523
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
Foreign/non-US
Recipient
Recipient CRD Number None
Dempsey Lord Smith, LLC 141238
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
901 N. Broad Steet Suite 400
City State/Province/Country ZIP/Postal Code
Rome GEORGIA 30161
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
Foreign/non-US
Recipient
Recipient CRD Number None
Independence Capital Co., Inc. 24723
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
5579 Pearl Road Suite 100
City State/Province/Country ZIP/Postal Code
Parma OHIO 44129
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 All States
Foreign/non-US
ALABAMA
ARIZONA
CALIFORNIA
CONNECTICUT
DELAWARE
FLORIDA
GEORGIA
ILLINOIS
INDIANA
KANSAS
KENTUCKY
MAINE
MARYLAND
MICHIGAN
MINNESOTA
MISSISSIPPI
NEVADA
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
OHIO
PENNSYLVANIA
TENNESSEE
TEXAS
UTAH
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN
WYOMING
Recipient
Recipient CRD Number None
The Strategic Financial Alliance, Inc. 126514
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2200 Century Parkway Suite 500
City State/Province/Country ZIP/Postal Code
Atlanta GEORGIA 30345
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
Foreign/non-US
Recipient
Recipient CRD Number None
Cambridge Investment Research, Inc. 39543
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1776 Pleasant Plain Road
City State/Province/Country ZIP/Postal Code
Fairfield IOWA 52556
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
Foreign/non-US
Recipient
Recipient CRD Number None
Berthel, Fisher & Company Financial Services, Inc. 13609
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
4201 42nd Street NE Suite 100
City State/Province/Country ZIP/Postal Code
Cedar Rapids IOWA 52402
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
Foreign/non-US
Recipient
Recipient CRD Number None
First Allied Securities, Inc. 32444
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
655 West Broadway 12th Floor
City State/Province/Country ZIP/Postal Code
San Diego CALIFORNIA 92101
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
Foreign/non-US
Recipient
Recipient CRD Number None
Avantax Investment Services, Inc. 13686
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
3200 Olympus Boulevard Suite 100
City State/Province/Country ZIP/Postal Code
Dallas TEXAS 75019
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
Foreign/non-US
Recipient
Recipient CRD Number None
Cetera Advisors LLC 10299
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
400 First Street South Suite 300
City State/Province/Country ZIP/Postal Code
Saint Cloud MINNESOTA 56301
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
Foreign/non-US
Recipient
Recipient CRD Number None
Great Point Capital LLC 114203
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
200 West Jackson Blvd. Suite 1000
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
Foreign/non-US
Recipient
Recipient CRD Number None
Rainmaker Securities, LLC 132995
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
3131 NE 1st Avenue Unit 3002
City State/Province/Country ZIP/Postal Code
Miami FLORIDA 33137
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 All States
Foreign/non-US
ARIZONA
CALIFORNIA
COLORADO
CONNECTICUT
DISTRICT OF COLUMBIA
FLORIDA
GEORGIA
ILLINOIS
INDIANA
MAINE
MARYLAND
MICHIGAN
MINNESOTA
MISSOURI
NEVADA
NEW JERSEY
NEW YORK
NORTH CAROLINA
OHIO
OREGON
PENNSYLVANIA
TEXAS
WASHINGTON
WISCONSIN
Recipient
Recipient CRD Number None
United Planners' Financial Services of America A Limited Partner 20804
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
7333 E. Doubletree Ranch Road #120
City State/Province/Country ZIP/Postal Code
Scottsdale ARIZONA 85258
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
Foreign/non-US
Recipient
Recipient CRD Number None
Hantz Financial Services, Inc. 46047
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
26200 American Drive Fifth Floor
City State/Province/Country ZIP/Postal Code
Southfield MICHIGAN 48034
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
Foreign/non-US
Recipient
Recipient CRD Number None
American Trust Investment Services, Inc. 3001
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1244 119th Street
City State/Province/Country ZIP/Postal Code
Whiting INDIANA 46394
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 All States
Foreign/non-US
ALABAMA
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
FLORIDA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN
WYOMING
Recipient
Recipient CRD Number None
Western International Securities, Inc. 39262
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
70 S. Lake Avenue Suite 700
City State/Province/Country ZIP/Postal Code
Pasadena CALIFORNIA 91101
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount $300,000,000 USD
or Indefinite
Total Amount Sold $11,288,000 USD
Total Remaining to be Sold $288,712,000 USD
or Indefinite

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:
75

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 $27,000,000 USD
X Estimate
Finders' Fees $0 USD
Estimate

Clarification of Response (if Necessary):

Sales commissions includes estimates of the maximum amount of selling commissions and dealer manager fees that may be paid.

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.

$15,750,000 USD
X Estimate

Clarification of Response (if Necessary):

An estimate of dealer manager fees, acquisition fees (assuming no debt or other sources) and reimbursements for O&O expenses, each of which may indirectly be paid to one or more related persons.

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
MH Ventures Fund II, Inc. /s/ Cathleen M. Hrtanek Cathleen M. Hrtanek Secretary 2021-07-01

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.