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ABOUT THIS PAGE

Published August 3, 2020

As of June 2020, the Securities and Exchange Commission (SEC) implemented a requirement for broker-dealers to provide investors with two new disclosure documents: Regulation Best Interest (Reg BI) and a Client Relationship Summary known as the “Form CRS.” A primary goal of these two documents is to help investors gain greater insight into investor risks, and elevate investor awareness of broker-dealers’ compensation and potential conflicts of interest. TPEG Securities, LLC, an affiliate of Trinity Private Equity Group, encourages you to review our new disclosure documents.

Form CRS: The Form CRS is provided to help our potential customers make informed decisions about the services TEPG Securities offers. Its primarily focus is on conflicts of interest and compensation. The Form CRS includes important information about the risks involved in private equity investing. The SEC requires broker-dealers to provide the Form CRS to a retail investor prior to or at the time of a recommendation.

Reg BI Disclosure: The Reg BI Disclosure expands on the Form CRS and provides valuable supplemental information for your consideration. The SEC requires a broker-dealer to provide the Reg BI disclosure to a retail investor prior to or at the time of a recommendation.

Also available for your reference are the TPEG Securities, LLC Customer Significant Business Disruption (SBD) Disclosure and the Annual Customer Privacy Policy Notice, both published June 29, 2020.

We encourage you to contact your Financial Professional or the firm’s compliance officer, Pat Swanson, with any questions you may have at pat@trinitypeg.com or telephone number 713.204.6313.

TPEG SECURITIES, LLC RELATIONSHIP SUMMARY DISCLOSURE

Published June 30, 2020; Last updated August 3, 2020

Introduction

TPEG Securities, LLC (TPEG) is a broker-dealer registered with the Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA). Brokerage and investment advisory services and fees differ, and it is important for you to understand these differences. Free and simple tools are available for you to research firms and financial professionals at https://www.investor.gov/CRS, which also provides educational materials about broker-dealers, investment advisors, and investing.

What investment services and advice can you provide me?

We offer brokerage services, but only present and effect securities transactions in private placement securities. Further, the majority of private placements we present to our customers are managed by our affiliated entities. We believe this benefits our customers by facilitating access to the management teams and investment-related information. With our focus on alternative investing, we do not assess whether there are similar investments being offered in the marketplace or if those investments would be better suited for any particular customer. In compliance with key regulatory requirements, TPEG does not act as custodian for funds or securities. To that end, private placements can be held in retirement accounts, where investments will be held with the custodian of the account. We do not introduce accounts to a clearing firm and do not offer the option to hold cash in either money markets or an FDIC insured account. We do not monitor your brokerage account. You make the ultimate decision regarding the purchase of investments. However, because the investments are private placements, liquidity is highly restricted by applicable securities laws. These laws and the terms of the corporate operating agreements that pertain to your particular investment(s) are explained to you in the form of a private placement memorandum (PPM). The PPM details the minimum investment size and related terms, and is provided each time you invest in a new private placement. It is your responsibility to notify TPEG Securities promptly when changes to your financial situation, objectives, or other personal information occur.

 

→Conversation Starters:

  • Given my financial situation, should I choose a brokerage service? Why or why not?

  • How will you choose the investments you recommend to me?

  • What is your relevant experience including your licenses, education and other qualifications? What do these qualifications mean and how do the benefit me?

What fees will I pay?

TPEG and its affiliates receive fees and expenses from your investments, including commissions and underwriting fees, as detailed in the private placement memorandum (PPM) for each investment. Importantly, these fees and expenses do not reduce the value assigned to your principal investment. Thus, if you invest $100,000, that amount would be used for the purpose of calculating any interest or preferred returns due to you and would be the amount used for the purpose of distributions.

 

The fees and expenses paid to TPEG and its affiliates (and any other costs described in the PPMs) will absolutely reduce the amount of your invested dollars that go to the subject project(s) associated with your investment. Among the fees that will reduce the amount available to the project entity are the underwriting fees paid to TPEG at closing, which are shared with your financial professional, and the ongoing project management fees paid to a TPEG affiliate. It is common that TPEG receives underwriting fees equal to 7%-8% of the amount you invest, which are then partially shared with your financial professional. These underwriting fees are paid from the total amount invested in conjunction with the invested funds provided to the project entity. Further, the TPEG affiliate serving as the manager of the entity in which you invest will receive an ongoing project management fee. Upon liquidation, TPEG financial professionals can receive additional compensation in the form of carried interest, which does not have value until investors have received their preferred return and 100% of their original investment. Thus, these fees and expenses detailed in the subject PPMs represent a conflict for TPEG and its financial professionals.

 

Additional Information: TPEG and its affiliates will receive compensation in the form of fees and expenses whether you make or lose money on your investments. Fees and costs will reduce any amount of money you make on your investment over time. Please make sure you understand what fees and costs you are paying. See additional information about your fees and costs at https://www.trinitypeg.com/disclosures.

 

→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 apply 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 do you have?

When we provide you with a recommendation, we must act in your best interest and not put our interest ahead of yours. At the same time, the way we make money creates conflicts with your interests. You should understand and ask us about these conflicts because they can affect the recommendation we provide you. Here is an example to help you understand what this means.

Proprietary Products: TPEG and its financial professionals almost always introduce investments that are sponsored or managed by an affiliate of TPEG. Thus, TPEG Securities and its affiliates stand to receive compensation and other benefits when you invest in products that a TPEG affiliate is sponsoring or managing. We do not assess whether the compensation and benefits are greater than investments in other products not affiliated with TPEG. However, it is likely that TPEG Securities and its affiliates, including your representative, stand to receive more compensation and benefits if you invest in products sponsored and/or managed by a TPEG affiliate rather than in some third-party products that could otherwise be used to construct your portfolio.

 

Again, given our business model, TPEG and its financial professionals do not assess whether there are similar investments being offered in the marketplace or if those investments would be better suited for any particular customer.

 

→Conversation Starter: How might conflicts of interest affect me, and how will you address them?

How do your financial professionals make money?

We pay our financial professionals commissions, which can vary based on the type of investment purchased and the dollar value invested. The commission compensation to our financial professionals is between 2%-4% of your investment amount. Additional compensation could include carried interest.

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

Yes, visit https://www.investor.gov/CRS for a free and simple search tool to research us and our financial professionals.

 

→Conversation Starter: As a financial professional, do you have any disciplinary history? For what type of conduct?

Additional Information

Additional Information: For additional information about our broker-dealer services, or services offered by our affiliates and their Form CRS, please visit https://www.trinitypeg.com/disclosures. You can request up to date information and a copy of the Customer Relationship Summary by contacting Pat Swanson at pat@trinitypeg.com or telephone number 713.204.6313.

 

→Conversation Starter: Who is my primary contact person? Is he or she a financial professional of an investment advisor or a broker-dealer? Who can I talk to if I have concerns about how this person is treating me?

 

TPEG SECURITIES, LLC REGULATION BEST INTEREST DISCLOSURES SUPPLEMENT

Published August 3, 2020

About Us

Trinity Private Equity Group creates alternative investments to traditional stocks and bonds to present compelling risk-adjusted returns by working with partners who share and align with our core values. Trinity Private Equity Group combines this approach with exhaustive due diligence and an active and direct investing style that differs from many pooled investment vehicles and REITs. Serving as the affiliated broker-dealer for investments sponsored by Trinity Private Equity Group, TPEG Securities, LLC (“TPEG Securities,” collectively “Trinity”), is registered with the Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA).

 

Trinity’s Core Values

  • Put our investors’ interests first

  • Commit to complete transparency

  • Build and sustain long-term business partnerships, grounded in trust and respect

  • Align our interests alongside investors’ by co-investing significant capital in every Trinity deal

 

About this Document

This document is meant to provide additional information and disclosures regarding TPEG Securities pursuant to Regulation Best Interest. Brokerage and investment advisory services and fees differ, and it is important for you to understand these differences. Free and simple tools are available to research firms and financial professionals at https://www.investor.gov/CRS, which also provides educational materials about broker-dealers, investment advisors, and investing.

 

Scope of Services

TPEG Securities offers brokerage services limited to private placement securities. Further, the majority of private placements we present to our customers are managed by our affiliated entities. We believe this benefits our customers by facilitating access to the management teams and investment-related information. With our focus on alternative investing, we do not assess whether there are similar investments being offered in the marketplace or if those investments would be better suited for any particular customer. In compliance with key regulatory requirements, TPEG Securities does not act as custodian and therefore does not hold customer funds or securities. Private placements can be held in a retirement account, in which case investments will be held with the custodian of the retirement account. We do not introduce accounts to a clearing firm and do not offer the option to hold cash in either money markets or an FDIC insured account. We do not monitor your brokerage account. You make the ultimate decision regarding the purchase of investments. However, because the investments are private placements, liquidity is highly restricted by applicable securities laws. These laws and the terms of the corporate operating agreements that pertain to your particular investment(s) are explained to you in the form of a private placement memorandum (PPM). The PPM details minimum investment size and related terms, and is provided each time you invest in a new private placement.

 

Our registered representatives provide services related to investments in private placements, including taking customer orders and providing general information regarding your investments. Our financial professionals do not make investment decisions for you or manage your investments on a discretionary basis. Because our financial professionals do not have discretionary investment authority, this means we cannot purchase your investments without first obtaining your consent. Our financial professionals may recommend investments to you, but you are responsible for making the decision whether to purchase or sell investments, and we will purchase only when specifically directed by you.

 

When we act in our capacity as a broker-dealer, we are subject to the Securities Act of 1933, the Securities Exchange Act of 1934, as amended, the rules of self-regulatory organizations, such as the Financial Industry Regulatory Authority, Inc. (FINRA), and applicable state laws.

 

Material Limitations

TPEG Securities does not provide tax, legal or accounting advice. Accordingly, we encourage our customers to consult their own personal tax, legal and/or accounting advisers in order to understand the potential consequences associated with a particular investment strategy.

 

You should understand there are material limitations to the recommendations your financial professional provides. TPEG Securities approves and offers only investments in private placements. There may be additional account types, products, and securities that could benefit you and your portfolio but are not offered by TPEG Securities. In addition, various versions of the products that we offer could be available at a lower cost through another firm but will not include the same unique project assets.

 

Additionally, all the financial professionals associated with TPEG Securities are licensed to offer you private placement. You can check to see the licenses your financial professional holds, by visiting www.brokercheck.finra.org.

 

Requirements for You to Invest with Us

Our private placement offerings include minimum investment size and related terms detailed in each respective private placement memorandum.

 

Trinity’s Investment Approach

We cater to high net worth and sophisticated investors with varying investment profiles.

 

If a TPEG Securities financial professional recommends an investment to you, we require they have a reasonable basis to believe that each recommendation made is in your best interest and does not place the interest of your financial professional or TPEG Securities ahead of your interest. In forming such a reasonable basis, the financial professionals are required to take into account the potential risks, rewards, and costs associated with each recommendation.

 

Further, your financial professional is required to consider your individual investment profile. The information in your investment profile includes, but is not limited to, your age, other investments, financial situation and needs, tax status, investment objectives, investment experience, investment time horizon, liquidity needs, risk tolerance, and other information that you disclose to us or your financial professional in connection with a recommendation. It is your responsibility to notify TPEG Securities promptly when changes to your financial situation, objectives, or other personal information occur.

 

Material Fees, Costs, and Associated Conflicts

 

Fees and Costs

TPEG Securities and its affiliates receive fees and expenses from your investments, including commissions and underwriting fees, as detailed in the private placement memorandum for each investment. Importantly, these fees and expenses do not reduce the value assigned to your principal investment. Thus, if you invest $100,000, that amount would be used for the purpose of calculating any interest or preferred returns due to you and would be the amount used for the purpose of distributions. However, the fees and expenses paid to TPEG and its affiliates (and any other costs described in the PPMs) will reduce the amount of your invested dollars that go to the subject project(s) associated with your investment. Among the fees that will reduce the amount available to the project entity are the underwriting fees paid to Trinity at closing, which are shared with your financial professional, and the ongoing project management fees paid to a TPEG affiliate. It is common that Trinity receives underwriting fees equal to 7%-8% of the amount you invest, which are then partially shared with your financial professional as detailed below. These underwriting fees are paid from the total amount invested in conjunction with the invested funds provided to the project entity. Further, the TPEG Securities affiliate serving as the manager of the entity in which you invest will receive an ongoing project management fee. Upon liquidation, TPEG Securities’ financial professionals can receive additional compensation in the form of carried interest, which does not have value and is not paid until investors have received their preferred return and 100% of their original investment. Thus, these fees and expenses detailed in the subject PPMs represent a conflict of interest for TPEG Securities and its financial professionals.

Compensation

The fees and expenses detailed in the subject PPMs represent a conflict of interest for TPEG Securities and its financial professionals.

 

Conflicts of Interest

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 creates conflicts with your interests. You should understand and ask us about these conflicts because they can affect the recommendation we provide you.

 

Below are several examples to help you understand what this means:

 

  • Proprietary Products: TPEG Securities and its financial professionals almost always introduce investments that are sponsored or managed by an affiliate. Thus, TPEG Securities and its affiliates stand to receive compensation and other benefits when you invest in products that a TPEG affiliate is sponsoring or managing. We do not assess whether the compensation and benefits are greater than investments in other products not affiliated with Trinity. However, it is likely that TPEG Securities and its affiliates, including your representative, stand to receive more compensation and benefits if you invest in products sponsored and/or managed by a Trinity affiliate rather than in some third-party products that could otherwise be used to construct your portfolio. Thus, these fees and expenses detailed in the subject PPMs represent a conflict for TPEG Securities and its financial professionals because they create an incentive to encourage you to make additional investments. Given our business model, TPEG Securities and its financial professionals do not assess whether there are similar investments being offered in the marketplace or if those investments would be better suited for any particular customer. To see detailed information regarding the investment, selling compensation, and other fees which will be charged by the issuer, you should review the relevant private placement memorandum.

 

  • Affiliated Parties: TPEG principals and affiliates have previously contributed land, pre-development costs, and other forms of consideration to TPEG Securities offerings and have made loans to TPEG Securities projects. These activities represent a conflict for TPEG Securities and its financial professionals. In addition, affiliates of TPEG Securities serve as the managers of the entities in which customers invest. The managers’ ability to exercise control over the investment entity represents a conflict with TPEG Securities customers, because, for example, the managers have the ability to grant or withhold consent to a customer’s redemption of an investment.

 

  • Non-Cash Compensation: TPEG Securities, TPEG Securities employees and financial professionals receive non-cash compensation from TPEG affiliates and project vendors that is not in connection with any particular customer or investment. Compensation includes such items as gifts, an occasional dinner, or ticket to a sporting event.

 

  • Financial Professional’s Outside Business Activities: Financial professionals are permitted to engage in certain TPEG Securities-approved business activities other than the provision of brokerage through TPEG Securities. If you engage with a financial professional for services separate from TPEG Securities, you may wish to discuss with him/her any questions you have about the compensation he/she receives from the engagement. Additional information about your financial professional’s outside business activities is available on FINRA’s website at www.brokercheck.finra.org.

  • Political and Charitable Contributions: Financial professionals and other associates can make political and charitable contributions creating the perception that the financial advisor, the associate, or the firm is seeking a quid pro quo arrangement.

 

  • Supervision Conflicts: When a manager is also a financial professional serving customers, he/she can be incentivized to spend more time on revenue generating activities than supervision activities.

 

Understanding Risk

Investing in private placements involves risk of loss that customers should be prepared to bear. Different types of investments involve varying degrees of risk, and there can be no assurance that any specific investment or investment strategy will be profitable for a customer’s investment portfolio. Past performance is not indicative of future results. A customer should not assume that the future performance of any specific investment, investment strategy, or product will be profitable or equal to past or current performance levels. We cannot assure that the investment objectives of any customer will be realized. The following is a non-exhaustive list of risks associated with investing in private placements. For additional product-specific risks, customers should review the relevant private placement memorandum.

  • Liquidity Risk: Liquidity is the ability to readily convert an investment into cash. Generally, assets are more liquid if many traders are interested in a standardized product. For example, Treasury Bills are highly liquid, while private placements are not. Private placements offered through TPEG Securities have not been registered under any federal or state securities laws and are being sold in reliance on exemptions from registration under the Securities Act of 1933 and the provisions of applicable state securities laws. As a result, the operating documents of the entities in which you invest typically restrict the transfer of the interests. Among other things, these operating agreements provide that, except for certain permitted estate planning transfers, investors cannot transfer or encumber their interests without the prior written consent of the issuer’s manager. Thus, holders of the membership interests may not be able to liquidate their investment in such securities in the event of an emergency or for any other reason.

 

  • Possible Future Dilution Risk: Projects may need to raise additional funds from time to time through equity or convertible debt financings in order to meet operating and capital needs that would not be met by traditional borrowing through lending institutions. In such instances, existing investors will have preemptive rights to purchase such securities. If existing investors do not participate in these issuances of equity and convertible debt securities, pursuant to their preemptive rights or otherwise, such investors could suffer significant dilution in their percentage ownership of the holding company. Further, the companies in which you invest through TPEG Securities can generally issue new equity or debt with rights, preferences, and privileges senior to persons who invest pursuant to this offering. Investors should carefully review the company agreement of your investment closely to understand the details of such additional fund-raising avenues and the rights thereunder.

 

  • Leverage Risk: Excessive borrowing to finance a business’ operations or investments increases the risk of profitability, because the company must meet the terms of its obligations in good times and bad. During periods of financial stress, the inability to meet loan obligations can result in bankruptcy and/or a declining market value of securities. The projects associated with investments available through TPEG Securities typically utilize leverage to fund their operations.

 

  • Debt Refinancing Risk: Projects associated with investments made through TPEG Securities may need additional capital and may not be able to refinance or sell a project. It is possible that a project will need to raise additional capital to refinance or otherwise carry out its business plans. It is possible that the company might be unable to sell or refinance the project for a profit or even upon commercially reasonable terms at the maturity of the senior debt financing. In such an event, the project would be forced to seek replacement financing, additional capital, or a combination of both to maintain the project’s goal. The project may not be able to obtain such additional financing.

 

  • Interest-rate Risk: Fluctuations in interest rates will cause investment prices to fluctuate. For example, when interest rates rise, yields on existing fixed-income oriented investments become less attractive, causing their market values to decline. In addition, an increase in interest rates can increase borrowing costs for a project.

 

  • Inflation Risk: When any type of inflation is present, a dollar today will not buy as much as a dollar next year because purchasing power is eroding at the rate of inflation.

 

  • Business Risk: These risks are associated with an industry, geographic location, asset class, or a particular project.

 

  • Other Risks: Other risks should be reviewed in each private placement memorandum for your investment. It is important to note that any of the factors disclosed above can change over time. In order to receive specific and the most up-to-date information, customers should review each respective private placement memorandum. Customers should discuss any questions or issues with their financial professional.

 

CUSTOMER SIGNIFICANT BUSINESS DISRUPTION (SBD) DISCLOSURE

Published June 29, 2020

In accordance with regulatory requirements and professional business practices, our firm has developed procedures in the event of an SBD. We provide these to you for your information.

 

A significant business disruption (SBD) is a situation which may cause stress to our customers as we provide our customers with financial services in the areas of transaction order receipt and order entry.

 

SBDs may take the following forms as a result of weather events, fire, or terrorist actions. They may affect our firm and our customers in varying degrees: a firm-only business disruption, a disruption to a single building, a disruption to a business district, a city-wide business disruption, and a regional disruption.

 

It is our intention to be in a position to continue to serve our customer's needs in any of these SBD events. The two most serious challenges we will overcome is a regional loss of power and telecommunications.

To accomplish the goal of continuing to provide service to our customers in the event that we experience a SBD, we have developed and installed a Business Continuity Plan (BCP) which we feel will provide a seamless relocation of our office to an alternate location.

 

In an SBD situation:

1. Your primary contact method will remain our main telephone number 817-310-2900. In the event of a significant event, calls will be forwarded to cell phones with voice mail capabilities.

2. In the event that our office and cellular telephone services are unavailable, you may directly contact the company you invested with at the number listed in the Private Placement Memorandum.

We are committed to providing every customer with updates to this disclosure should we add improvements or make any changes to our Business Continuity Plan for possible significant business disruptions.

While it is highly recommended that each customer maintain all statements and investment documents, our firm and associated firms with which we conduct business have established similar Business Continuity Plans that contain alternate business locations and back up of all client records.

ANNUAL CUSTOMER PRIVACY POLICY NOTICE

Published June 29, 2020

In Accordance with the Gramm Leach Bliley Act of 1999, we are providing you with our firm's Annual Customer Privacy Policy. This notice is given to all our existing clients and all new clients. All our clients will also receive our Customer Privacy Policy Notice annually. Should our Customer Privacy Policy change at any time regarding the treatment of your information you will receive our New Customer Privacy Policy Notice in advance and be given the opportunity to "opt out" of any new disclosure.

What information is collected: In compliance with the Federal and State Regulations and to provide you with financial services, we are required to collect personal non-public information on you and your family such as your name, address, social security number, credit reference, telephone number & email address, age, investment objective, investment experience, date of birth, tax bracket, bank accounts,

annual income, net worth, value of your residence if owned, liquid net worth, affiliations with corporations or insurance companies or banks, your employment or occupation and marital status and other personal, non-public information.

Use of this information: The information is used to allow us to provide financial services to you. Your information is not sold by us to any outside party. Your information is not shared in joint marketing arrangements with other financial institutions by us.

Access to information: Your personal information is shared on a limited need to know basis in order to allow us to provide you with financial services. Personal or financial information may be shared with affiliates (such as your adviser representative) and with third parties, again solely to allow us to be efficient and to provide you with financial services. Your information is also shared with other investment advisers and broker dealers holding your investments. You will receive a Customer Privacy Policy Notice from these financial firms as well. Other service providers include TPEG Securities’ accountants and attorneys. Other third parties include governmental agencies such as the Securities and Exchange Commission, FINRA and the Texas State Securities Board.

Opt-Out Notice: In the future, if we arrange a joint marketing arrangement with another financial institution or non-affiliated third parties we will notify you in writing and allow you to Opt-Out of the sharing of your personal, non-public financial information. If you decide to Opt-Out your request may be made in writing addressed and mailed to TPEG Securities, LLC, 925 S Kimball Ave., Suite 100, Southlake, Texas 76092, or you may call our office and request our Opt-Out Request Form (817-310-2900).

CUSTOMER INVESTMENT PROTECTIONS DISCLOSURE

Published June 29, 2020

Securities Investor Protection Corporation (SIPC)

TPEG Securities LLC is a Member of the SIPC, which protects securities customers of its members up to $500,000 (including $100,000 for claims for cash). Explanatory brochure available at www.sipc.org.

Financial Industry Regulatory Authority (FINRA)

TPEG Securities LLC is a Member of FINRA, a self-regulatory organization that regulates broker firms and exchange markets under the authority of the US Securities and Exchange Commission (SEC). Should you wish to learn more about FINRA, please visit the FINRA website at www.finra.org.

Should you wish to learn more about specific investment firms and registered representatives, please visit FINRA’s BrokerCheck website at www.brokercheck.finra.org. or call the BrokerCheck Help Line at 1-800-289-9999.

CONTACT US

925 S. Kimball Avenue, Suite 100

Southlake, Texas 76092

817-310-2900

info@trinitypeg.com