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
   None
Entity Type
0001502961
Conestoga Settlement Trust
Conestoga Settlement Services, LLC
   Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
X Other (Specify)

Trust
Name of Issuer
Conestoga Trust
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Conestoga Trust
Street Address 1 Street Address 2
1455 PENNSYLVANIA AVE SUITE 400
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
WASHINGTON DISTRICT OF COLUMBIA 00918 302-357-9385

3. Related Persons

Last Name First Name Middle Name
McDermott Michael C.
Street Address 1 Street Address 2
644 Ave. Fernandez Juncos Suite 301
City State/Province/Country ZIP/PostalCode
San Juan PUERTO RICO 00907
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Trustor of the CI Trust
Last Name First Name Middle Name
Dunne Robert L.
Street Address 1 Street Address 2
9701 South Keeler Ave
City State/Province/Country ZIP/PostalCode
Oak Lawn ILLINOIS 60453
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Trustee of the CI Trust
Last Name First Name Middle Name
Trust CI
Street Address 1 Street Address 2
C/O InCorp Services, Inc. 400 North Main Ave, Suite 206
City State/Province/Country ZIP/PostalCode
Sioux Falls SOUTH DAKOTA 57104-5979
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Sole member of Conestoga International, LLC.

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
   REITS & Finance
   Residential
   Other Real Estate
  
 Retailing
  
 Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
X
 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)
   Rule 505
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 2010-05-28    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)

   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 X Other (describe)
Specified beneficial percentage interest in death benefits payable under a life insurance policy.

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 $5,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
Joshua Allen None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
4415 66th St. Suite 101
City State/Province/Country ZIP/Postal Code
Lubbock TEXAS 79414
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEW MEXICO
TEXAS
Recipient
Recipient CRD Number X None
Jessica Baumler None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
616 County Road
City State/Province/Country ZIP/Postal Code
Grand Marsh WISCONSIN 53936
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
WISCONSIN
Recipient
Recipient CRD Number    None
Vernon Bell 4541332
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
6136 Frisco Square Blvd. Suite 400
City State/Province/Country ZIP/Postal Code
Frisco TEXAS 75034
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
R. Mark Betts 2425560
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
7206 Danwood Dr.
City State/Province/Country ZIP/Postal Code
Austin TEXAS 78759
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
Thomas Beno 5583773
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
650 Kalmia Ct. NW
City State/Province/Country ZIP/Postal Code
Issaquah WASHINGTON 98027
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
WASHINGTON
Recipient
Recipient CRD Number X None
Charles Brown None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
27 Vista Barranca
City State/Province/Country ZIP/Postal Code
Rancho Santa Margarita CALIFORNIA 92688
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number X None
William Brandenburg None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
7774 Cross Cut Trail
City State/Province/Country ZIP/Postal Code
Woodruff WISCONSIN 54568
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
WISCONSIN
Recipient
Recipient CRD Number X None
Debra Carter None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
PO Box 42
City State/Province/Country ZIP/Postal Code
Dennis TEXAS 76439
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number X None
Paul Carter None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
13705 SE 87th Ter.
City State/Province/Country ZIP/Postal Code
Summerfield FLORIDA 34491
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
FLORIDA
Recipient
Recipient CRD Number X None
Ray Chadwick None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
539 W. Crossland Blvd.
City State/Province/Country ZIP/Postal Code
Grand Prarie TEXAS 75052
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
Aase Christensen 1723547
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1417 Pacific Avenue
City State/Province/Country ZIP/Postal Code
Santa Barbara CALIFORNIA 34491
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number X None
Jeff Converse None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
11631 Allwood Drive
City State/Province/Country ZIP/Postal Code
Riverside CALIFORNIA 92503
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number X None
Michael Correll None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
16831 N 58th Street #125
City State/Province/Country ZIP/Postal Code
Scottsdale ARIZONA 85254
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ARIZONA
Recipient
Recipient CRD Number X None
Etienn Couret None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
352 West 110th St. 10c
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10025
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEW YORK
Recipient
Recipient CRD Number X None
Michael Cox None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
6508 2nd St.
City State/Province/Country ZIP/Postal Code
Lubbock TEXAS 79416
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
Chris Dantin 3088863
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
9241 Blue Bonnet Blvd. Ste. C
City State/Province/Country ZIP/Postal Code
Baton Rouge LOUISIANA 70810
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
FLORIDA
LOUISIANA
TEXAS
Recipient
Recipient CRD Number X None
Kevin W. Day None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2427 Boysford Ave
City State/Province/Country ZIP/Postal Code
Altoona WISCONSIN 54720
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
WISCONSIN
Recipient
Recipient CRD Number X None
Jerry DeRose None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
13229 Willow Lake Blvd.
City State/Province/Country ZIP/Postal Code
Vadnais Heights MINNESOTA 55110
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
MINNESOTA
Recipient
Recipient CRD Number X None
Michael Donaldson None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1286 Nestor Ct.
City State/Province/Country ZIP/Postal Code
Haslett MICHIGAN 48840
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
FLORIDA
TEXAS
Recipient
Recipient CRD Number X None
Paul Dow None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2412 Wildwood Ct.
City State/Province/Country ZIP/Postal Code
Fullerton CALIFORNIA 92835
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number X None
Robert Dunne None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
9701 S. Keeler Ave
City State/Province/Country ZIP/Postal Code
Oak Lawn ILLINOIS 60453
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ILLINOIS
Recipient
Recipient CRD Number X None
Danielle Dupuy None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
40 E. Main St. Suite 582
City State/Province/Country ZIP/Postal Code
Newark DELAWARE 19711
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
DELAWARE
Recipient
Recipient CRD Number X None
Michael Durand None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1501 Rushmore Dr.
City State/Province/Country ZIP/Postal Code
Burnsville MINNESOTA 55306
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
MINNESOTA
WISCONSIN
Recipient
Recipient CRD Number X None
Scott Elsasser None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1024 S. 37 Street
City State/Province/Country ZIP/Postal Code
Omaha NEBRASKA 68105
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEBRASKA
Recipient
Recipient CRD Number X None
George Fossing None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
405 Deerfield Dr.
City State/Province/Country ZIP/Postal Code
Greer SOUTH CAROLINA 29650
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NORTH CAROLINA
SOUTH CAROLINA
Recipient
Recipient CRD Number X None
Gary Franke None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
227 Bellevue Way NE
City State/Province/Country ZIP/Postal Code
Bellevue WASHINGTON 98004
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
WASHINGTON
Recipient
Recipient CRD Number X None
Anthony Friendshuh None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
5200 Shady Island Circle
City State/Province/Country ZIP/Postal Code
Sherwood MINNESOTA 55364
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
MINNESOTA
Recipient
Recipient CRD Number X None
Byron Frisch None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
3304 Corte Cadiz
City State/Province/Country ZIP/Postal Code
Carlsbad CALIFORNIA 92009
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number X None
Deidre A. Gibson None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
6403 Genstar Lane
City State/Province/Country ZIP/Postal Code
Dallas TEXAS 75252
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
FLORIDA
TEXAS
WYOMING
Recipient
Recipient CRD Number X None
Stephen Gardner None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
865 E. 12200 S.
City State/Province/Country ZIP/Postal Code
Draper UTAH 84020
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ARIZONA
CALIFORNIA
FLORIDA
ILLINOIS
NEBRASKA
NORTH CAROLINA
SOUTH CAROLINA
TENNESSEE
TEXAS
VIRGINIA
WISCONSIN
Recipient
Recipient CRD Number X None
Michael Giaime None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
144 Fifty Acres Rd. South
City State/Province/Country ZIP/Postal Code
Smithtown NEW YORK 11787
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEW YORK
Recipient
Recipient CRD Number X None
Daniel Gilles None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
6120 Andrew Dr.
City State/Province/Country ZIP/Postal Code
Eau Claire WISCONSIN 54701
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
MINNESOTA
WISCONSIN
Recipient
Recipient CRD Number X None
Daniel Goodmanson None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
3308 Williams Dr.
City State/Province/Country ZIP/Postal Code
Burnsville MINNESOTA 55337
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
MINNESOTA
Recipient
Recipient CRD Number X None
Bill Grigorieff None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
PO Box 500
City State/Province/Country ZIP/Postal Code
LaPine OREGON 97739
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
IDAHO
OREGON
WASHINGTON
Recipient
Recipient CRD Number X None
Kathryn Gunderson None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1316 Fairfax St.
City State/Province/Country ZIP/Postal Code
Eau Claire WISCONSIN 54701
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
WISCONSIN
Recipient
Recipient CRD Number X None
Matthew Hoffman None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
Sanctuary Financial 290 Calybark Trl.
City State/Province/Country ZIP/Postal Code
Concord NORTH CAROLINA 28027
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
WYOMING
Recipient
Recipient CRD Number X None
Kurt Hanusa None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
426 2nd St. Suite A
City State/Province/Country ZIP/Postal Code
Baraboo WISCONSIN 53913
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
WISCONSIN
Recipient
Recipient CRD Number X None
Sandy Heiar None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
N8218 HWY 33
City State/Province/Country ZIP/Postal Code
Beaver Dam WISCONSIN 53916
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
WISCONSIN
Recipient
Recipient CRD Number X None
John Barry Herring None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
541 Epworth Rd.
City State/Province/Country ZIP/Postal Code
Kilgore TEXAS 75662
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number X None
Richard Hersey None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
419 Los Robles Ln
City State/Province/Country ZIP/Postal Code
Santa Barbara CALIFORNIA 93111
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number X None
Gregory Hersey None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
5138 San Lucas Way
City State/Province/Country ZIP/Postal Code
Santa Barbara CALIFORNIA 93111
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number X None
Paul Hess None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1309 White Wing Ct.
City State/Province/Country ZIP/Postal Code
Southlake TEXAS 76092
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number X None
Kevin J. Hilbert None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
61 Misty Road
City State/Province/Country ZIP/Postal Code
Rocky Point NEW YORK 11778
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEW YORK
Recipient
Recipient CRD Number X None
Everett W. Knell None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2627 Tucker Lane
City State/Province/Country ZIP/Postal Code
Los Alamitos CALIFORNIA 90720
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA

13. Offering and Sales Amounts

Total Offering Amount $192,000,000 USD
or    Indefinite
Total Amount Sold $173,110,322 USD
Total Remaining to be Sold $18,889,678 USD
or    Indefinite

Clarification of Response (if Necessary):

TOA is the face value of life insurance policies in which participants may purchase a fixed % of the death benefit. Total amount sold is also expressed in terms of the face value of such life insurance policies. These numbers are as of 07/01/16.

14. Investors

X
 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.
21
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:
913

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 $17,593,338 USD
   Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

As of Sept. 2011, commission structure changed so that commissions do not exceed 10% of the face value of any participation. These numbers are as of July 1, 2016

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.

$0 USD
   Estimate

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 Regulation D for one of the reasons stated in Rule 505(b)(2)(iii) 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
Conestoga Trust BHP Brett H Pavony Law Clerk 2016-09-13

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.