Carta Europe and Offshore Fund Administration
Per annum pricing will be determined based on your individual fund structure, needs, and complexities.
Please take note of the client deliverables and related timelines outlined below, as they will impact service and turnaround by the Carta team. We look forward to your continued partnership.
I. Accounting Services
Fund Entity
IFRS/UK GAAP/LUX GAAP/US GAAP Reporting
The following statements will be produced by Carta:
Balance sheet
Statement of Operations
Schedule of Investments (SOI)
Statement of Changes
Partners’ Capital Account Statements (PCAPs)
Net IRR, Deal Level IRR, RVPI, TVPI, and DPI are available on Carta platform(1)
Client-provided fund newsletter posted with the Carta report package (if applicable)
Books and Records
Carta will update and maintain the accounting books and records for the Fund. You will have easy, read-only access to review the books and records.
For the Fund Entity, Carta will:
Maintain and update the SOI on the Carta platform
Maintain total capital called and distributions received for indirect investments
Update valuations at quarter-end , or on a less frequent basis (semi-annual or annual).
Necessary documents or information you will provide Carta:(2)
Fully executed constitutional documentation (Limited Partnership Agreement and Private Placement Memorandum) with list of commitments and carry percentage by member*
Fully executed subscription packets*
Side letters*
Tax Filings and K-1s (if applicable)
Onboarding data including CRS/FATCA self-cert forms, contact information*
Submit accrual adjustments and invoices within 15 business days prior to reporting deadline in accordance with Fund’s financial reporting policy
Submit prices per share and/or ending valuation of ownership for updated valuation at least 15 business days prior to reporting deadline in accordance with the Fund’s valuation policy (requires finalized supporting documentation consistent with industry standards)
Submit distribution requests within 15 business days of the intended date of sending the distribution notices to investors
* If you have purchased Fund Formations Services with Fund Administration, we will already have this information.
Banking and Payments(3)
Carta will:
Set up electronic payments for all cash activity as requested
Confirm all fund expenses (including management fee calculations) are done in accordance with the operating agreements
You will provide Carta:
Access to the entity’s bank account as required, with the ability to set up payments (bank must have two step-authorization capability and account must be in the GP entity’s name)*
Wire or other payment instructions and invoices for expenses
You are responsible for:
Setting up bank accounts, one for each Carta administered entity, with your chosen banking partner (unless you have purchased Fund Formations Services with Fund Administration)
Final review and releasing of payments after you receive confirmation from Carta
Performing any call backs to your vendor
Depositing checks
Ensuring accurate user profile setup within the Carta platform
Establishing authorized access to your bank account
Resolving any failed, rejected, returned, or on hold payments due to additional information or documentation needed by your banking partner
* If you have purchased Fund Formations Services with Fund Administration, we may have opened the bank account on your behalf and will ensure you are given access to the bank account.
Year-end Filings, Audit, and Tax
Carta will manage year-end audit (if applicable) and tax timeline as agreed upon between Carta, Client, and auditor (and no fewer than 90 days after the fiscal year end unless otherwise agreed).
Carta will:
Draft and maintain timeline for all parties involved
Provide books, records, and supporting documentation to auditor and your tax provider
Completion of auditor-provided template for audit confirms; auditor to send and collect from various parties (portfolio companies, banks, legal counsel, etc.)*
Complete audit notes and financial statements
Distribute audit report and K-1s generated by your auditor and tax provider, respectively, through the Carta platform
Necessary documents or information you will provide Carta:(3)
Deliverables in accordance with agreed-upon timeline
Execution of the engagement letters, audit rep letter, audit confirms, and tax returns with executed copies to Carta as applicable
Timely completion of regulatory business filings
Collection of financials and other valuation support for portfolio companies
Industry and geography details as well as updated contact info for all portfolio holdings
Fund’s valuation policy and valuation support to substantiate any discretionary valuation adjustments or approaches consistent with industry standards
Collected capitalization tables and annual financial statements for portfolio companies*
Client is responsible for any regulatory filing requirements and such filing or reporting will not be handled by Carta
* Auditors appointed by the client will handle the preparation of the financial statement.
II. Administration Services
Capital Calls
Carta will:
Provide high level cash projections to understand cash needs
Add new investors to the Carta platform and issue the initial capital call notice upon your execution of the subscription agreement*
Execute on your post initial capital call requests the same business day if received prior to 12pm UK time
* Initial capital call notices will automatically be generated only if you use Carta’s Closings feature, included in your fund administration fee. If you do not use the Closings feature, you must submit a capital call request through the Carta platform before Carta can issue the capital call notice. This may take up to 48 business hours.
The following are available on Carta platform:
Calculation by investor, letter preparation and distribution of capital call notices to investors
Tracking receipts of payments
Follow-ups to investors provided with Client discretion 24 hours* post-due date
* You may experience tracking delays depending on your bank’s connectivity with the Carta platform.
You will:
Submit and approve capital requests through the Carta platform
Provide a percentage or dollar amount to be called and other required information
Provide potential investments and realizations for cash projections
Notify Carta of commitment or carry percentage changes by member
Application of Equalisation Interest
Carta will apply Equalisation Interest to future capital calls or distributions (as specified by the Client)
You will:
Provide interest waivers via side letters (if applicable)
Cash distributions
Carta will:
Perform waterfall calculations in accordance with the constitutional document
Send notifications to investors to update their wire instructions on the Carta platform
Complete and coordinate potential tax distributions
Draft and publish distribution notices through Carta platform
Set up distribution wires in your bank account as approved
You will:(2)
Provide the amount to be distributed and provide final sign-off on calculations. 15 business day notice required for distribution requests.
Ensure that investors have updated their bank account details on Carta’s portal.
Stock distributions
Carta will:
Perform waterfall calculations in accordance with the Constitutional document
Draft and publish distribution notices through Carta platform
Work with third-party brokerage to facilitate distribution
Necessary documents or information you will provide Carta:
Provide number of shares to be distributed and provide final sign-off on calculations
Collect instructions from investors and coordinate with your selected third-party brokerage firm
Investor information
Investors will be responsible for updating their information, including maintaining investor contact preferences, wire instructions, and other requested information on the Carta platform.
All communications will be on the Carta platform, which will serve as the communication repository for communications like capital calls, distributions, quarterly and annual reports, investor update letters, tax documents, etc.
Carta will assist with providing you answers to LP questions related to fund information (such as queries on NAV, commitment, etc) on the Carta platform.
You will provide:
AML/KYC documents collected from investors.* Contact your Carta representative to engage separate AML/KYC services for an additional fee
Fully executed constitutional documents with list of commitments and carry percentage by member
Fully executed subscription packets
Fully executed side letters (if applicable)
Investor AEOIs, W-8s, W-9s, or other up to date tax and contact information*
Information about disregarded entities
* If you have purchased Fund Formations Services with Fund Administration, we will already have this information.
To discuss any services that are outside of the scope addressed above, please talk to your Carta representative.
(1) The Carta platform means the online dashboard(s) made available to you by us and its/their related digital applications.
(2) Additional documentation or information may be required by Carta as circumstances warrant. Client’s failure to meet required timelines for documentation may result in delay of delivery by Carta of any deliverables reliant on such client inputs.
(3) Change in banking partner may result in a fee adjustment.
DISCLOSURE: This communication is being sent on behalf of eShares, Inc. dba Carta, Inc. (“Carta”) and its affiliates. Certain transactional fees may apply. This communication is not to be construed as legal, financial, accounting or tax advice and is for informational purposes only. This communication is not intended as a recommendation, offer or solicitation for the purchase or sale of any security. Carta does not assume any liability for reliance on the information provided herein.