UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933

Release No. 10386 / July 6, 2017

SECURITIES EXCHANGE ACT OF 1934

Release No. 81087 / July 6, 2017

INVESTMENT COMPANY ACT OF 1940

Release No. 32728 / July 6, 2017

ADMINISTRATIVE PROCEEDING

File No. 3-18061

In the Matter of

RETIREMENT SURETY 

LLC, CRESCENDO 

FINANCIAL LLC, 

THOMAS ROSE, DAVID 

LEEMAN, AND DAVID 

FEATHERSTONE, 

Respondents.

ORDER INSTITUTING 

ADMINISTRATIVE AND CEASEAND-DESIST PROCEEDINGS 

PURSUANT TO SECTION 8A OF 

THE SECURITIES ACT OF 1933, 

SECTIONS 15(b) AND 21C OF THE 

SECURITIES EXCHANGE ACT OF 

1934, AND SECTION 9(b) OF THE 

INVESTMENT COMPANY ACT OF 

1940, AND NOTICE OF HEARING

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate 

and in the public interest that public administrative and cease-and-desist proceedings be, 

and hereby are, instituted pursuant to Section 8A of the Securities Act of 1933 (“Securities 

Act”), Sections 15(b) and 21C of the Securities Exchange Act of 1934 (“Exchange Act”), 

and Section 9(b) of the Investment Company Act of 1940 (“Investment Company Act”)

against Retirement Surety LLC (“Retirement Surety”), Crescendo Financial LLC 

(“Crescendo”), Thomas Rose (“Rose”), David Leeman (“Leeman”), and David 

Featherstone (“Featherstone”) (together, “Respondents”). 
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II.

After an investigation, the Division of Enforcement alleges that Respondents 

violated Section 5(a) and (c) of the Securities Act and Section 15(a)(1) of the Exchange Act

by acting as unregistered brokers in transactions involving unregistered purchases and sales

of securities in the form of 7% promissory notes issued by Verto Capital Management LLC

(the “Verto Notes”). 

A. RESPONDENTS

1. Retirement Surety LLC (“Retirement Surety”) is a Texas limited 

liability company formed on February 5, 2010 and based in Plano, Texas. According to its 

website, Retirement Surety is a “practicing Christian organization” comprised of a group of 

“state licensed partners,” all from “career[s] outside of the financial services industry” who 

provide investment advice for retirement planning. From at least 2013 through 2015, 

Retirement Surety was managed by Respondents David Leeman, Thomas Rose, and David 

Featherstone, and also Ronald Wills. During that same time period, Randal Wallis was 

associated with Retirement Surety. Retirement Surety has never been registered as, or 

associated with, a registered broker-dealer. 

2. Crescendo Financial LLC (“Crescendo”) is a Texas limited 

liability company formed on June 18, 2013 and based in Plano, Texas. Crescendo’s sole 

function was to broker the sale of Verto Notes, and it offered no other products. According 

to its website, Crescendo is a “practicing Christian organization” comprised of a group of 

“licensed partners,” all from “career[s] outside of the financial services industry” who sell

“investments . . . [that] have placed our clients on a new course to reach their financial 

goals.” At all relevant times, Crescendo was managed by Thomas Rose and David 

Leeman, who along with David Featherstone, Randal Wallis, and Ronald Wills, sold the 

Verto Notes. Crescendo has never been registered, as or associated with, a registered 

broker-dealer. 

3. Thomas Edward Rose, 61, is a resident of Plano, Texas. At all 

relevant times, Rose was a partner of Retirement Surety and of Crescendo. Rose purports 

to be licensed as an insurance agent in Texas. Rose does not hold any securities licenses 

and has never been registered as, or associated with, a registered broker-dealer. 

4. David Philip Leeman, 67, is a resident of Dallas, Texas. At all 

relevant times, Leeman was a partner of Retirement Surety and of Crescendo. Leeman 

purports to be licensed as an insurance agent in Texas. Leeman does not hold any 

securities licenses and has never been registered as, or associated with, a registered brokerdealer.

5. David Featherstone, 70, is a resident of Dallas, Texas. At all 

relevant times, Featherstone was a partner of Retirement Surety and a representative of 

Crescendo Financial. Featherstone purports to have been a licensed insurance agent in 

Texas when he was selling the Verto Notes. Featherstone does not hold any securities 

licenses and has never been registered as, or associated with, a registered broker-dealer.
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B. OTHER RELEVANT ENTITIES AND INDIVIDUALS

6. William R. Schantz III (“Schantz”), 62, resides in Moorestown, 

New Jersey. Schantz founded and owns several affiliated corporations, none of which are 

registered with the Commission, including: Verto Capital Management LLC (“Verto”), 

Senior Settlements LLC (“Senior Settlements”), Mid Atlantic Financial, LLC (“Mid 

Atlantic”), and Green Leaf Capital Management, LLC (“Green Leaf”). Schantz is not 

registered with the Commission and is not affiliated with a registered broker-dealer or 

investment adviser. He was last associated with an NASD member firm in 2000. In 2002, 

the NASD sanctioned and suspended Schantz for having brokered the sale of unregistered 

nine-month promissory notes guaranteed by insurance companies without disclosing the 

sales to the NASD-member firm with which he was associated. In 2006, Schantz entered 

into a consent order with the New Jersey Bureau of Securities (for the same conduct) and 

disgorged $7,000 in commissions he had earned selling the notes. 

7. Randal Wallis, 63, is a resident of Pottsboro, Texas. At all relevant 

times, Wallis was associated with Retirement Surety and a representative of Crescendo 

Financial. Wallis purports to be licensed as an insurance agent in Texas. Wallis does not 

hold any securities licenses and has never been registered as, or associated with, a 

registered broker-dealer.

8. Ronald Howard Wills, 71, is a resident of McKinney, Texas. At 

all relevant times, Wills was a partner of Retirement Surety and a representative of 

Crescendo Financial. Wills purports to be licensed as an insurance agent in Texas. Wills 

does not hold any securities licenses and has never been registered as, or associated with, a 

registered broker-dealer.

9. Verto is a Delaware Limited Liability Company that Schantz formed 

in 2009. According to its website, Verto conducts private placement securities offerings to 

accredited investors, and invests in bundles of life settlements. Verto is an affiliate of Senior 

Settlements. Verto issued 7% promissory notes that were sold by Respondents. 

10. Mid Atlantic is a New Jersey Limited Liability Company that 

Schantz formed in 2011. Mid Atlantic’s website describes it as a holding company that 

owns 100% of subsidiaries Verto, Senior Settlements, and Harper Financial, LLC. 

11. Senior Settlements is a New Jersey limited liability company that 

Schantz formed in 1998, headquartered in Moorestown, New Jersey. Senior Settlements 

originates, purchases, and sells life settlements, primarily with life settlement brokers. In a 

“life settlement” transaction, a life insurance policy owner sells his or her policy to an 

investor in exchange for a lump sum payment. 

C. RESPONDENTS SOLD SECURITIES AS UNREGISTERED 

BROKERS IN UNREGISTERED TRANSACTIONS
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12. From at least November 2013 through November 2015, Verto

issued approximately $12.5 million in Verto Notes to individual investors. Respondents 

acted as brokers for these sales, selling approximately 162 Verto Notes directly to 

approximately 82 individual investors and receiving commissions from Verto for each 

Verto Note sale.

13. In brokering the Verto Note sales, Respondents provided investors 

with Verto Notes offering materials that described Verto’s business and the purpose of the 

Verto Note Sales. The offering materials stated that “ [Verto] is engaged in the business of 

sourcing, valuing and selecting life insurance policies for resale to investors (‘Life 

Settlements’)” and “[t]he Note Amount shall be used by [Verto] for general working capital 

purposes including but not limited to fund [Verto’s] purchase and acquisition of life 

insurance policies.” The offering materials also described Verto’s “Trading Strategy” as 

an investment in a common enterprise for profit: “As polices [sic] come to the secondary 

market, [Verto], together with its affiliate Senior Settlements, LLC, will seek to identify 

policies that have significant arbitrage opportunities and look to acquire the policy at 

significant discounts from the potential resale value” and “[Verto’s] ability to make 

scheduled payments on the Promissory Notes outstanding at any particular time depends on 

[Verto’s] financial condition and operating performance, which is subject to the Issuer 

successfully executing its trading strategy...”

14. The offering materials provided by the Respondents also described 

the risks of investing in the Verto Notes. The materials stated that “[i]f [Verto] does not 

generate profits, [Verto] may be unable to repay all the promissory notes then outstanding 

upon maturity“ and described Verto’s “Lack of Operating History,” stating “Verto is a 

recently formed entity and has no meaningful operating or financial history . . .”

15. The offering materials provided by the Respondents to investors 

also stated that “the repayment of the Promissory Notes is secured by a collateral 

assignment and pledge of all of the Life Settlements owned by the issuer from time-to-time 

which includes Life Settlements acquired with the proceeds of the note.” 

16. Respondents regularly participated in all key points in the chain of 

sale and distribution of the Verto Notes, including soliciting investors to purchase the Verto 

Notes, advising investors regarding the Verto Notes, handling all necessary paperwork to 

effectuate the Verto Notes sales, monitoring and managing repayments to investors, and 

negotiating and arranging so-called “forbearance agreements” between the Verto Note 

holders and Verto. 

17. Respondents solicited Verto Note investors through Respondents’

own radio broadcasts and internet postings, and directly from their pool of existing 

insurance product clients.

18. On radio shows broadcast on at least two Christian radio networks, 

some of the Respondents, including Rose and Leeman, described the Verto Note program 

and directed radio listeners to the Retirement Surety website. Retirement Surety’s website 

described the Verto Notes as “A Nine Month, Short-Term Investment with significantly 
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higher returns than CDs or other safe money investments,” and highlighted that the notes 

were “200% collateralized” by life settlement policies. 

19. Similarly, Crescendo’s website touted the Verto Notes as a “Short 

Term Investment with Superior Returns and Minimal Risk,” explaining, it was a low risk 

investment and “not a speculative investment influenced by market performance or the 

economy but rather an investment backed by 200% collateral with a known value.” 

20. In addition, Respondents solicited Verto Note purchases through 

meetings with, and telephone calls and mailings to, Respondents’ pool of previouslyexisting insurance clients. 

21. Respondents earned transaction-based compensation for each Verto 

Note sale. For each Verto Note that they sold, they earned a 7% commission, 5% of which 

went to the individual Respondent who sold the note, and 2% of which went to Respondent 

Crescendo. 

22. When Verto was unable to repay investors amounts due under the 

original Verto Notes, the Brokers presented the investors with documents entitled 

“Forbearance Agreements,” which extended the terms of the Verto Notes. For each 

Forbearance Agreement, Respondents earned an additional 4% commission (on top of their 

initial 7% sales commission at the time of issuance). Some investors were presented with 

second “Forebearance Agreements” for which the Brokers received another 4% 

commission on the unpaid outstanding balance.

23. Respondents thus earned a total of $684,250 in commissions

through their Verto Note sales: $565,419 for brokering the initial sales of the Verto Notes, 

and an additional $89,279 for later brokering initial Forbearance Agreements (the “First 

Forbearance”) and an additional $29,552 for brokering secondary Forbearance Agreements 

(the “Second Forbearance”) for a number of the same Verto Notes. 

24. The following table lists the commissions earned by Respondents 

Crescendo, Rose, Leeman, and Featherstone for both the initial Verto Note sales and 

subsequent forbearance agreements: 

Broker

# of 

Investors

# of 

Notes 

Sold

Principal 

Amount of 

Notes Sold

Commissions 

(Issuance)

Commissions

(1st Forbearance)

Commissions

(2nd Forbearance)

Total

Commissions

Crescendo 82 162 $12,457,636 $20,612 $1,610 $473 $22,695

Brokers

Rose 37 70 $5,064,391 $217,130 $63,864 $16,366 $297,360

Leeman 24 53 $4,227,540 $212,263 $18,459 $12,713 $243,435

Featherstone 8 25 $2,370,455 $115,414 $5,346 $0 $120,760

25. In brokering the Verto Note sales, Respondents also expressly held 

themselves out as financial advisors providing specialized knowledge on investments. In a
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brochure that they provided to investors, Respondents stated: “Take Control and hit your 

investment target – Offered through a Crescendo Financial Investment Advisor, 

www.crescendofinancial.net.” Retirement Surety’s website outlined “five principles for 

your investments,” and stated “[o]ur clients have never lost a penny of principal!” In 

subscriber information forms for the Verto Notes, Respondents frequently listed their 

relationship to the investor as a “Financial Advisor.” 

26. The Verto Notes are securities.

27. As early as November 2013, when Respondents began selling the 

Verto Notes, they expressed concerns to Schantz that the Verto Notes were securities. 

Respondent Leeman stated on November 15, 2013 that he received a call from another 

broker who “called to let [Leeman] know that the attorney [the broker] asked to do his due 

diligence has recommended that he not participate” and “[t]he issue appears to be his 

opinion that our note is a security.” The Respondents were also aware of the 2006 consent 

order that Schantz entered into with the New Jersey Bureau of Securities where he 

consented to disgorge $7,000 in commissions he earned selling similar nine-month 

promissory notes backed by insurance obligations. On June 24, 2014, nearly a year into 

selling the notes, Respondent Leeman wrote to Schantz, copying Respondent Rose, that “In 

the SEC issue you had for selling Promissory Notes in 2001 as non-securities when the 

SEC claimed that they were securities, what was the difference between those and what we 

have? It looks like they were also 9 month notes.” 

28. No registration statement was filed or in effect for the offering and 

sales of Verto Notes, and no valid exemption from registration existed for the Verto Notes 

offering. At least five of the investors were unaccredited, which Respondents knew

because investor paperwork submitted at the time of purchase showed that some investors

did not have sufficient income or net worth to qualify as accredited and that the investors 

did not check the box indicating they were accredited. In addition, Respondents sold 

Verto Notes to the unaccredited investors without the investors having received the 

financial information required by Securities Act Rule 502(b)(2) (such as a Verto financial 

statement). No Form D was filed with the Commission stating that Verto had complied 

with the exemptions in Rule 506 of the Securities Act.

29. None of the Respondents has ever been registered as securities 

brokers or broker-dealers. 

E. VIOLATIONS

1. As a result of the conduct described above, Respondents willfully 

committed violations of Securities Act Section 5(a)and (c), which prohibit the direct or 

indirect sale or offer for the sale of securities unless a registration statement is filed or in 

effect. 

2. As a result of the conduct described above, Respondents willfully 

committed violations of Exchange Act Section 15(a)(1), which prohibits a broker from 

making use of the mails or any means or instrumentality of interstate commerce to effect 
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any transactions in, or to induce or attempt to induce the purchase or sale of securities 

without first being registered as or associated with a registered broker-dealer.

III.

In view of the allegations made by the Division of Enforcement, the Commission 

deems it necessary and appropriate in the public interest that public administrative and 

cease-and-desist proceedings be instituted to determine:

A. Whether the allegations set forth in Section II hereof are true and, in 

connection therewith, to afford Respondents an opportunity to establish any defenses to such 

allegations; 

B. What, if any, remedial action is appropriate in the public interest against 

Respondents pursuant to Section 15(b) of the Exchange Act including, but not limited to, 

disgorgement and civil penalties pursuant to Section 21B of the Exchange Act; 

C. What, if any, remedial action is appropriate in the public interest against 

Respondents pursuant to Section 9(b) of the Investment Company Act including, but not 

limited to, disgorgement and civil penalties pursuant to Section 9 of the Investment 

Company Act; and 

D. Whether, pursuant to Section 8A of the Securities Act and Section 21C of 

the Exchange Act, Respondents should be ordered to cease and desist from committing or 

causing violations of and any future violations of Section 5 of the Securities Act and Section 

15(a) of the Exchange Act, whether Respondents should be ordered to pay a civil penalty 

pursuant to Section 8A(g) of the Securities Act and Section 21B(a) of the Exchange Act,

and whether Respondents should be ordered to pay disgorgement pursuant to Section 8A(e) 

of the Securities Act, and Sections 21B(e) and 21C(e) of the Exchange Act.

IV.

IT IS ORDERED that a public hearing for purposes of taking evidence on the 

questions set forth in Section III hereof shall be convened not earlier than 30 days and not 

later than 60 days from service of this Order at a time and place to be fixed and before an 

Administrative Law Judge to be designated by further order as provided by Rule 110 of the 

Commission’s Rules of Practice, 17 C.F.R. § 201.110. 

IT IS FURTHER ORDERED that Respondents shall file an Answer to the 

allegations contained in this Order within twenty (20) days after service of this Order, as 

provided by Rule 220 of the Commission's Rules of Practice, 17 C.F.R. § 201.220.

If Respondents fail to file the directed answer, or fail to appear at a hearing after 

being duly notified, the Respondents may be deemed in default and the proceedings may be 

determined against them upon consideration of this Order, the allegations of which may be 
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deemed to be true as provided by Rules 155(a), 220(f), 221(f) and 310 of the Commission's 

Rules of Practice, 17 C.F.R. §§ 201.155(a), 201.220(f), 201.221(f) and 201.310.

This Order shall be served forthwith upon Respondents as provided for in the 

Commission’s Rules of Practice. 

IT IS FURTHER ORDERED that, pursuant to Rule 360(a)(2) of the 

Commission’s Rules of Practice, 17 C.F.R. § 201.360(a)(2), the Administrative Law 

Judge shall issue an initial decision no later than 120 days from the occurrence of one of 

the following events: (A) The completion of post-hearing briefing in a proceeding where 

the hearing has been completed; (B) Where the hearing officer has determined that no 

hearing is necessary, upon completion of briefing on a motion pursuant to Rule 250 of the 

Commission’s Rules of Practice, 17 C.F.R. § 201.250; or (C) The determination by the 

hearing officer that a party is deemed to be in default under Rule 155 of the Commission’s 

Rules of Practice, 17 C.F.R. § 201.155 and no hearing is necessary. 

In the absence of an appropriate waiver, no officer or employee of the Commission 

engaged in the performance of investigative or prosecuting functions in this or any factually 

related proceeding will be permitted to participate or advise in the decision of this matter, 

except as witness or counsel in proceedings held pursuant to notice. Since this proceeding is 

not “rule making” within the meaning of Section 551 of the Administrative Procedure Act, it 

is not deemed subject to the provisions of Section 553 delaying the effective date of any 

final Commission action.

By the Commission.

Brent J. Fields

Secretary