A. Vanterra Capital LLC (the “Registrant”) is a limited liability company formed on July 31,
2008 in the State of Delaware. The Registrant became registered as an Investment
Adviser Firm in May 2013. The Registrant is principally owned by Shad Azimi. Mr.
Azimi is the Registrant’s Managing Member.
B. This Brochure generally includes information about Vanterra Capital LLC and its
relationships with its clients, which are its Funds. This Brochure does not constitute
an offer to sell or solicitation of an offer to buy any securities. The Registrant may offer
any advisory services, engage in any investment strategy and make any investment,
including any not described in this Brochure, it considers appropriate, subject to each
Fund’s investment objectives and guidelines.
The Registrant provides discretionary investment management services to Vanterra
Advantage Master Investments, L.P., Vanterra Advantage Investments, L.P., Vanterra
Advantage Offshore Investments, L.P., Vanterra Select Partners L.P., Vanterra Select
Offshore Partners L.P., Vanterra Secondaries L.P., Vanterra Accelerator Fund, LP,
Vanterra Ventures Fund II, LP, Vanterra HPH II, LP, Vanterra HPH III, LP, Vanterra
Raw Sugar, LLC, and Vanterra MixLab SPV, LLC (the “affiliated private funds”). The
affiliated private funds are offered to qualified investors in accordance with the
terms and conditions of the affiliated private funds’ offering documents. The
Registrant does not provide investment supervisory services to individual investors.
Rather, the Registrant's investment supervisory services are limited to its management
of the affiliated private funds.
The Registrant does not provide financial planning, estate planning, insurance planning
or any other related or unrelated financial planning or consulting services. The
Registrant makes the affiliated private funds available to investors through
introductions from investor’s adviser. As such, other than confirming that the
prospective investor qualifies for either of the affiliated private funds per the responses
set forth on the affiliated private funds’ subscription documents, the individual’s
investment advisor (not the Registrant) maintains initial and ongoing responsibility to
counsel its investor client as to the suitability of the affiliated private fund(s) and any
of its (their) underlying investment strategies. The Registrant, on occasion, may take
an interest in investments also held by the affiliated private funds. The Registrant owns
an economic interest and serves as a General Partner of WM Partners LP. The
Registrant, Vanterra HPH II, LP, and Vanterra HPH III, LP receive carried interest
income from its investments with WM Partners, LP. The Registrant owns an economic
interest and serves as a General Partner of Flight Lease Fund I, GP, LLC and Flight
Lease Fund II, GP, LLC.
MISCELLANEOUS
Affiliated Private Funds. As discussed above, the Registrant serves as the investment
advisor to the affiliated private funds
and provides discretionary investment
management services to the affiliated private funds. The terms and conditions for
participation in the affiliated private funds including management and incentive fees,
conflicts of interest, and risk factors, are set forth in the fund’s offering documents.
Please Note: Private investment funds generally involve various risk factors,
including, but not limited to, potential for complete loss of principal, liquidity
constraints and lack of transparency, a complete discussion of which is set forth in
each fund’s offering documents, which will be provided to each investor for review
and consideration. Unlike liquid investments that an investor may maintain, private
investment funds do not provide daily liquidity or pricing. Each prospective investor
will be required to complete a Subscription Agreement, pursuant to which the investor
shall establish that he/she/it is qualified for investment in the fund, and
acknowledges and accepts the various risk factors that are associated with such an
investment.
Please Also Note: Conflict Of Interest. Because the Registrant earns
compensation in the form of management fees and carried interest from the affiliated
private funds the recommendation that an individual or institution become an investor
in the affiliated private funds presents a conflict of interest. The Registrant’s Chief
Compliance Officer remains available to address any questions regarding this conflict
of interest. The Registrant, on occasion, may take an interest in investments also held
by the affiliated private funds.
Investor Obligations. In performing its services, Registrant shall not be required
to verify any information received from an investor or from the investor’s other
professionals, and is expressly authorized to rely thereon. Moreover, each investor is
advised that it remains his/her/its responsibility to promptly notify their investment
adviser if there is ever any change in his/her/its financial situation or investment
objectives for the purpose of reviewing/evaluating/revising previous
recommendations made by their investment adviser.
Please Note: The advisor of each participant in the affiliated private funds (not the
Registrant) maintains initial an ongoing responsibility to counsel its client as to the
suitability of the affiliated private fund(s) and any of its underlying investment
strategies.
C. The Registrant only provides investment management services to the affiliated
private funds. The Registrant provides investment advisory services that are specific to
the needs of each of the affiliated private funds. The Registrant shall allocate
investment assets consistent with the designated investment objective of the affiliated
private funds.
D. The Registrant does not participate in a wrap fee program.
E. As of December 31, 2023, the Registrant had $377,550,000 in assets under management.