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Disclosure & Form CRS.

VNTR Securities LLC
Client Relationship Summary (Form CRS)

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VNTR Securities LLC ("VNTR" or the "Firm") is registered with the Securities and Exchange Commission ("SEC") as a broker-dealer. Brokerage  and  investment advisory services  and fees  differ,  and it is  important for  you  to  understand the differences. This  Client Relationship Summary provides details about our brokerage services, fees, and  other important information.

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Free and simple tools are available for investors to research firms and financial professionals at Investor.gov/CRS.  Here, you can also find educational materials about broker-dealers, investment advisers, and investing.

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What investment services and advice can you provide me?

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The Firm does not offer brokerage services to retail investors.  However, it does offer private placements to accredited retail investors for funds managed by MVP Manager LLC, an affiliate of VNTR, and the Firm may contact you with an offer for you to participate in one of these transactions. In these transactions, it is the fund offering the securities (known as the issuer) that is the Firm’s client, not the investor purchasing the securities.  The Firm does not offer investment advice to you as a retail investor, as is clearly stated in any offering materials you might receive.  Further, regardless of the general experience of the Firm, none of the materials provided or services rendered should be taken, represented or construed as legal, tax or accounting advice or opinion. We strongly recommend that every client, retail or not, obtain their own financial advice from a party independent of the Firm before investing in any securities the Firm offers.

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Since VNTR does not maintain customer funds or accounts the Firm will not monitor your investment(s), and we strongly encourage  you  to  have  a  financial  professional  do  so.  Additionally,  the  Firm  has  absolutely  no  discretion as  to  whether you choose to invest, so we strongly encourage you to consult with a financial professional, accountant or lawyer before doing so.

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VNTR assists its client (the issuer) with the structure of offerings and recommends whom to offer them to. On the issuer’s behalf the Firm may:

 

  • contact you with offerings that we think, but cannot confirm, may be suitable for you, we strongly encourage you to consult with a financial professional, accountant or lawyer to confirm an investment is suitable for you;
  • ascertain and confirm you status as an Accredited Investor (as defined by Regulation D Rule 501). When required by regulation or requested by our client (the issuer), you will be required to have a third party advisor confirm this to us in certain circumstances; and
  • limit the size, accessibility, minimum/maximum investment size and structure of an offering based on the desires of  our  client  (the  issuer).  As  a  result,  we  strongly  recommend  that  you  confirm  with  a  financial  professional, accountant or lawyer if the offering parameters are suitable for you.

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VNTR will make its own assessment as to whether an investment is suitable for you, and may refuse to sell to you based upon that determination. Additionally, with regard to Regulation BI and your  best  interest, the Firm  recommends investments  that have  been vetted with care being taken to ensure that the investments  being presented are ones that are  compatible with a well-rounded  investment  portfolio  for  certain  investors.  However, it is your additional responsibility to make this  decision  yourself, or, as we strongly recommend, with he assistance of a financial professional, accountant or lawyer.

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For additional information, please review the offering materials for each investment. You may also visit www.sec.gov to review the specific parameters of private offerings made pursuant to Regulation D.

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What fees will I pay?

  • Help me understand how these fees and costs might affect my investments.  If I give you $10,000 to invest, how much will go to fees and costs, and how much will be invested for me?

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Since the Firm acts as a placement agent to our client (the issuer), you will not pay any fees to VNTR when you invest in a securities offering. However, a portion of your investment will be allocated by the issuer to pay fees to the Firm.  This amount varies by deal but in no instance will it exceed 10% of your purchase price. VNTR may have more than one offering to show you at any given time and  each  offering  could  have  a  different fee percentage  attached.    You will have the opportunity to review the fee levels that VNTR is charging for each deal prior to investing so that you may judge for yourself if one offering  might  benefit  the  Firm  more  than  another  offering,  and  thereby  create  more  incentive  for  the  Firm  to  sell  it  to you. Conversation Starter –  Help me understand how these fees and costs might affect my investments. If I give you $10,000 to invest, how much will go to fees and costs, and how much will be invested for me?

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While  you  will  not  be  charged  specific  fees  for  each  investment  by  VNTR,  the  fees  the  Firm  charges  to  its  clients  (the issuer) will reduce the amount of capital available to the issuer.  This will reduce the impact your investment will have on the issuer and we strongly recommend that you consult with a financial advisor, accountant or lawyer to see if the fees we are charging our client results in an investment that is unsuitable for you.

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Our client (the issuer) will pay fees and costs whether you make or lose money on your investments.  Fees and costs will reduce any amount of money you make on your investments over time. Please make sure you understand what fees and costs you are paying.

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For additional information, please review the offering materials for each investment. You may also visit www.sec.gov to review the specific parameters of private offerings made pursuant to Regulation D.

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What are your legal obligations to me when providing recommendations?  How else does your firm make money and what conflicts of interest do you have?

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When we provide you with a recommendation, we have to act in your best interest and not put our interest ahead of  yours. At the same time, the way we make money inherently creates some  conflicts with your interests. You should understand and ask us about these conflicts because they can affect the recommendations we provide you.

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Here are some examples to help you understand what this means:

  • The Firm will receive a cash fee from our client (the issuer) that will reduce the amount of money available to the issuer from the offering.  This will  reduce the money available to support the issuer and reduce the impact your investment will have on the issuer. We strongly recommend that you consult with a financial advisor, accountant or lawyer to see if the amount of fees we are charging our client results in an investment that is unsuitable for you.
  • The Firm may receive additional compensation in the amount of equity or other securities  from  our client (the issuer), this will dilute your investment, alongside other investors and the  issuer.  This will impact the value of your investment and we strongly recommend you consult with a financial advisor, accountant or lawyer to assure you understand the implications of this.
  • For additional information, please review the offering materials for each investment. You may also visit www.sec.gov to review the specific parameters of private offerings made pursuant to Regulation D.
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How do your financial professionals make money?

VNTR’s financial professionals make money based on multiple factors which includes the amount of securities they are able to sell to investors, including yourself.  This creates incentive  for them to sell you securities that may conflict with your interests.  We strongly recommend that you consult with a financial advisor, accountant or lawyer to assure that you understand the implications of this before investing.
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Do you or your financial professionals have legal or disciplinary history?

Yes. You can visit Investor.gov/CRS for a free and simple search tool to
research our firm and our financial professionals.

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Conversation Starter –

  • As a financial professional, do you have any disciplinary history? For what type of conduct?

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For additional information about VNTR Securities LLC or to request a copy of
this relationship summary please call our compliance department at: 212-858-9900.

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Conversation Starter –

  • Who is my primary contact person?  Is he or she a representative of an investment adviser or broker-dealer? Who can I talk to if I have concerns about how this person is treating me?

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