Customer Relationship Summary (Form CRS)

Introduction

LPS Capital LLC (“LPS” or “we” or “our”) is a broker-dealer registered with the Securities and Exchange Commission, and is FINRA/SIPC and MSRB registered. LPS is not an investment adviser. Broker-dealer services and fees differ from those of investment advisers, and it is important for you to understand the differences.

Free and simple tools are available for you to research firms and financial professionals, which also provides educational material about broker-dealers, investment advisers, and investing. To learn more about LPS, you may go to Financial Industry Regulatory Authority’s broker check at https://brokercheck.finra.org/.

What investment services and advice can you provide me?

LPS offers brokerage services to institutional and accredited (high net worth and sophisticated) buyers and sellers of private unregistered securities, and private issuers who seek to raise capital through private securities transactions with investors who are qualified to purchase their respective offering. LPS introduces our private issuer clients to institutional and other qualified investors who independently consider every investment an opportunity presents. The introductions we make allow the investors to directly engage with our issuer clients in the completion of any transaction. As the investor, you independently make all decisions regarding the suitability of any investment opportunity LPS introduces with respect to your individual goals,
risk tolerances, as well as the ultimate ability to ask for participation in any introduced investment.

• No accounts: We do not open accounts and do not hold any funds or securities on behalf of our clients.
• No monitoring or advice: We do not monitor or manage your investments or provide you with investment advice at any point, even if they are investments that you buy/sell using LPS’s brokerage services.
• No investment authority: We have no investment or discretionary authority with respect to your investments and investment decisions. You are responsible for making all decisions regarding the purchase or sale of your investments, even if they are investments that you buy/sell using LPS’s brokerage services.

Conversation Starters

• Given my financial situation, should I choose a brokerage service? Why or why not?
• What is your relevant experience, including your licenses, education and other qualifications?
• What do the qualifications mean?

What fees will I pay?

Principal Fees and Costs. We typically charge a commission, or percentage-based fee, for successful transactions brokered by LPS. In most cases, these fees are charged to the sellers, however in some cases, we may charge a brokerage fee to buyers. We don’t charge fees unless there is a successful (closed) transaction.

On average, the fees for LPS’s services range from approximately 1% to 5% of the total dollar amount of the securities bought or sold in the transaction. The exact amount depends on the total size of the transaction and may also depend on the nature of the services LPS provides with respect to it.

Other Fees and Costs: You will pay fees and costs whether you make or lose money on your investments. In some cases, for investments directly in the securities of the Issuers, you may pay additional fees to the Issuer, such as legal opinions or transfer fees. Some third-party funds may also charge “management fees” or “carried interest” (generally, a percentage of profit) over the life of the fund, but these are fees paid to the fund or its organizer/sponsor/advisor, and not to LPS. Fees and costs will reduce the amount of money you make on your investments over time. Please make sure you understand what fees and costs you are paying.

Conversation Starters

• Help me understand how these fees and costs might affect my investments. If I invest $10,000 in a pre-IPO company or private investment, how much will go to fees and costs, and how much will be invested for me?

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?

LPS does not provide recommendations. Our services are limited to introducing buyers and sellers of private securities and facilitating private issuers who seek to raise capital through private securities transactions with investors who are qualified to purchase their respective offerings.. The way we make money may create some conflicts with your interests. You should understand and ask us about these conflicts because they can affect the services we provide you. Here are some examples to help you understand what this means:

• We earn higher fees for large transactions than we do for small transactions, and we earn more fees the more transactions that we do. As a result, we are incented to operate in a way that encourages the completion of as many large transactions as possible.
• We do not earn any fees or other revenues if you do not use our services, so we are incented to encourage you to become a client and use LPS’s services, instead of the services of another broker.
• We also work with referral partners who may receive a share of our fees or who may share their fees with us.

Conversation Starters

• How might your conflicts of interest affect me, and how will you address them?

How do your financial professionals make money?

LPS financial professionals make money based upon the firm’s overall performance, which may include an amount that is a percentage of fees/commissions earned by LPS on transactions facilitated by the financial professional. It is generally in the financial interest of our financial professionals to complete as many transactions as possible, and to complete transactions that are as large as possible, as doing so generally increases their individual compensation.

Do you or your financial professionals have legal or disciplinary history?

For free and simple tools to research our firm, our brokers, and other firms and brokers, including disciplinary events, visit Investor.gov/CRS, and BrokerCheck.

Conversation Starters

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

Additional Information

To report a problem to the SEC, visit investor.gov or call the SEC’s toll free investor assistance line at (800) 732-0330. To report a problem to FINRA, visit finra.org. If you would like additional information or a copy of the relationship summary, please contact our Compliance Department at (212) 441-3800 or by emailing compliance@LPScptl.com.

Conversation Starters

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