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
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

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
0001929762
   Corporation
   Limited Partnership
X Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Student Housing Qualified Opportunity Fund, L.L.C.
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2022
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Student Housing Qualified Opportunity Fund, L.L.C.
Street Address 1 Street Address 2
2901 BUTTERFIELD ROAD
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
OAK BROOK ILLINOIS 60523 888-671-1031

3. Related Persons

Last Name First Name Middle Name
Inland Private Capital Corporation N/A
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):

Sponsor of the Issuer
Last Name First Name Middle Name
Student Housing QOZ Manager, L.L.C. N/A
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):

Fund Manager
Last Name First Name Middle Name
Lampi Keith D.
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):

President of the Sole Member of the Fund Manager

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
X 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 2022-06-09    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 $100,000 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
Somerset Securities, Inc. 2493
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
4600 S. Kelly Avenue
City State/Province/Country ZIP/Postal Code
Portland OREGON 97239
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
OREGON
Recipient
Recipient CRD Number    None
Landolt Securities, Inc. 28352
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
41412 N. Hwy. 83
City State/Province/Country ZIP/Postal Code
Antioch ILLINOIS 60002
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
Concorde Investment Services, LLC 151604
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
19500 Victor Parkway Suite 550
City State/Province/Country ZIP/Postal Code
Livonia MICHIGAN 48152
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
INDIANA
MARYLAND
MASSACHUSETTS
NEVADA
RHODE ISLAND
TENNESSEE
WISCONSIN
Recipient
Recipient CRD Number    None
RCX Capital Group, LLC 114290
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2002 Timberloch Place Suite 200
City State/Province/Country ZIP/Postal Code
The Woodlands TEXAS 77380
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
COLORADO
IDAHO
KANSAS
OREGON
WASHINGTON
WISCONSIN
Recipient
Recipient CRD Number    None
M. S. Howells & Co. 104100
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
23350 N. Pima Rd.
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		    All States
   Foreign/non-US
ARKANSAS
Recipient
Recipient CRD Number    None
Lion Street Financial, LLC 165828
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
515 Congress Avenue Suite 2500
City State/Province/Country ZIP/Postal Code
Austin TEXAS 78701
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
COLORADO
TEXAS
Recipient
Recipient CRD Number    None
DAI Securities, LLC 36673
(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 NE Suite 435
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		    All States
   Foreign/non-US
MINNESOTA
Recipient
Recipient CRD Number    None
AAG Capital, Inc. 188
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2211 Ashley Oaks Circle
City State/Province/Country ZIP/Postal Code
Wesley Chapel FLORIDA 33544
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
FLORIDA
KENTUCKY
SOUTH CAROLINA
TEXAS
Recipient
Recipient CRD Number    None
Saxony Securities, Inc. 115547
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
11152 S. Towne Square
City State/Province/Country ZIP/Postal Code
St. Louis MISSOURI 63123
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    None
Calton & Associates, Inc. 20999
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2701 N. Rocky Point Drive Suite 1000
City State/Province/Country ZIP/Postal Code
Tampa FLORIDA 33607
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
FLORIDA
MICHIGAN
NEW JERSEY
TEXAS
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 Rd.
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		    All States
   Foreign/non-US
FLORIDA
GEORGIA
PENNSYLVANIA
TENNESSEE
TEXAS
WYOMING
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 Blvd. 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		    All States
   Foreign/non-US
ARIZONA
CALIFORNIA
DELAWARE
GEORGIA
MARYLAND
MICHIGAN
NEVADA
NEW HAMPSHIRE
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
TEXAS
VERMONT
Recipient
Recipient CRD Number    None
Lincoln Financial Securities Corporation 3870
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1301 South Harrison Street
City State/Province/Country ZIP/Postal Code
Fort Wayne INDIANA 46802
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
GEORGIA
Recipient
Recipient CRD Number    None
Arkadios Capital 282710
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
309 East Paces Ferry Road Suite 1000
City State/Province/Country ZIP/Postal Code
Atlanta GEORGIA 30305
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
FLORIDA
MICHIGAN
NORTH CAROLINA
TEXAS
Recipient
Recipient CRD Number    None
Ausdal Financial Partners, Inc. 7995
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
5187 Utica Ridge Rd.
City State/Province/Country ZIP/Postal Code
Davenport IOWA 52807
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
COLORADO
IOWA
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
CALIFORNIA
Recipient
Recipient CRD Number    None
Centaurus Financial, Inc. 30833
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2300 E. Katella Avenue Suite 200
City State/Province/Country ZIP/Postal Code
Anaheim CALIFORNIA 92806
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    None
Lincoln Financial Advisors Corporation 3978
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1301 South Harrison Street
City State/Province/Country ZIP/Postal Code
Fort Wayne INDIANA 46802
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
FLORIDA
ILLINOIS
MISSOURI
NEW JERSEY
NORTH CAROLINA
PENNSYLVANIA
Recipient
Recipient CRD Number    None
Alexander Capital, L.P. 440077
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
17 State Street, 5th Floor
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10004
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    None
Emerson Equity LLC 130032
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
155 Bovet Road Suite 725
City State/Province/Country ZIP/Postal Code
San Mateo CALIFORNIA 94402
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
COLORADO
CONNECTICUT
FLORIDA
MARYLAND
NEW JERSEY
TEXAS
Recipient
Recipient CRD Number    None
Capulent LLC 155155
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
4144 N. 44th Street Suite 3
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
   Foreign/non-US
FLORIDA
TEXAS
Recipient
Recipient CRD Number    None
Wintrust Investment LLC 875
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
231 South LaSalle Street, 13th Floor
City State/Province/Country ZIP/Postal Code
Chicago ILLINOIS 60604
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    None
Purshe Kaplan Sterling Investment 35747
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
80 State Street
City State/Province/Country ZIP/Postal Code
Albany NEW YORK 12207
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
FLORIDA
WASHINGTON
WYOMING
Recipient
Recipient CRD Number    None
Innovation Partners LLC 14644
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
5950 Fairview Road Suite 140
City State/Province/Country ZIP/Postal Code
Charlotte NORTH CAROLINA 28210
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    None
Patrick Capital Markets, LLC 16518
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
11152 South Towne Square
City State/Province/Country ZIP/Postal Code
St. Louis MISSOURI 63123
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
NEW JERSEY
Recipient
Recipient CRD Number    None
Crown Capital Securities, L.P. 6312
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
725 Tow & Country Road Suite 530
City State/Province/Country ZIP/Postal Code
Orange CALIFORNIA 92868
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    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		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
WealthForge Securities, LLC 152550
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
3015 W. Moore Street Suite 102
City State/Province/Country ZIP/Postal Code
Richmond VIRGINIA 23230
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
SOUTH DAKOTA
Recipient
Recipient CRD Number    None
A.G.P./Alliance Global Partners 8361
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
88 Post Road West, 2nd Floor
City State/Province/Country ZIP/Postal Code
Westport CONNECTICUT 06880
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
MASSACHUSETTS

13. Offering and Sales Amounts

Total Offering Amount $375,000,000 USD
or    Indefinite
Total Amount Sold $60,911,456 USD
Total Remaining to be Sold $314,088,544 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:
204

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 $18,750,000 USD
X Estimate
Finders' Fees $0 USD
X Estimate

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.

$12,500,000 USD
X Estimate

Clarification of Response (if Necessary):

Estimate of certain fees, including the Dealer Fee, Placement Agent Fee and Offering and Organizational Expenses that may accrue 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
Student Housing Qualified Opportunity Fund, L.L.C. Keith D. Lampi Keith D. Lampi President of the Sole Member of the Fund Manager 2022-11-30

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.