# Form D — SEC Notice Filing (Rule 506(b))

## Status

[ ] File Form D with SEC (within 15 days of first sale)

## What

Form D is a notice filing with the SEC when a company raises money through a private placement exempt from registration under Regulation D. Palace Fund is raising capital under **Rule 506(b)**.

This is not a registration — it is a notice. It does not require SEC approval. It simply notifies the SEC that an exempt offering is occurring.

## Deadline

**Within 15 days of the first sale of securities** (i.e., when a member first transfers capital to the fund).

## Rule 506(b) — Our Exemption

Why 506(b) and not 506(c)?
- **506(b):** No general solicitation. Up to 35 non-accredited sophisticated investors allowed. Most funds use this.
- **506(c):** General solicitation allowed, but all investors must be verified accredited. More burdensome verification.

We are using 506(b) because:
- We are not advertising publicly
- Our LPs are family — pre-existing relationship (required for 506(b))
- Simpler verification requirements

## How to File

1. Go to: https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=D
2. Create an EDGAR account for Palace Fund LLC
3. File Form D electronically
4. Required information:
   - Issuer name: Palace Fund LLC
   - Address
   - EIN (need this first)
   - Type of filing: Rule 506(b)
   - Date of first sale
   - Total amount sold
   - Number of investors
   - Is the issuer a pooled investment fund? Yes

## Cost

Free.

## Ongoing

- File **Form D amendment** if there are material changes to the offering (new investors, increased offering amount, etc.)
- Re-file annually if the offering is ongoing

## Dependencies

- [ ] Must have EIN first (EDGAR requires it)
- [ ] Must have had at least one capital contribution from a member

## Notes

- The 15-day clock starts on the date of **first sale**, not the date of formation
- "First sale" = first time a member transfers money to the fund
- Failing to file does not automatically void the 506(b) exemption but creates regulatory risk