Scope of Services: Co-Investment GP/LP SPV Administration
Per annum pricing includes administration services by Carta. Pricing will be determined based on your individual special purpose vehicle (SPV) 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. SPV Administration
SPV Structure
Carta will only support the following SPV structures and selections:
United Kingdom (UK) Private Fund Limited Partnership (Partnership), with an appointed General Partner and an FCA-registered Alternative Investment Fund Manager, or the foreign equivalent
One direct investment transaction into a single asset (indirect and/or multiple transactions are not permitted unless scoped and approved by your Carta representative. Additional fees may apply)
SPV activity must remain passive at all times; the SPV may not engage in any operations that would characterise it as an active business or operating entity
A maximum of 99 investor members can be onboarded to participate in the SPV
Additional close (it must align with the same investment terms as the first close, occur within 90 calendar days of the first close, and take place within the same tax year as the first close)*
Carry: 0-100% fixed or more complex carry
Management fees (on top of investing amount): Waived OR 0-100%
Setup costs (on top of investing amount): Waived OR 0-100% of committed capital
Audited SPVs *
No other SPV structures or selections are supported at this time.
* Subject to additional fees. The fee for any additional closing is non-refundable once payment has been disbursed from the SPV bank account to the portfolio company.
SPV Sectors and Strategies
Portfolio investments made by the SPV must comply with Carta’s compliance requirements. Carta will provide support for varied sectors and strategies, yet limitations are:
No PE-style investments, only investments in early-stage private companies
No crypto-related investments (no crypto tokens or SAFTs)
No private debt
No real estate or other non-venture asset classes
Where the SPV invests in a US portfolio company, all participants in the SPV, including non-US investors, must hold accredited investor status. This will be a requirement of the US portfolio company.
For queries on specific sectors or strategies, please talk to your Carta representative.
Books and Records
Carta will update and maintain the accounting books and records for the SPV. You will have easy, read-only access to review the books and records.
For the SPV, Carta will:
Maintain total capital called and distributions received for indirect investments
Provide the valuation of the investment at cost (at the time the investment was made).
Necessary documents or information you will provide Carta:²
Fully executed constitutional documentation (Limited Partnership Agreement) with list of commitments and carry percentage by member*
Fully executed subscription packets*
Side Letters*
Tax Fillings and K-1s (if applicable)
Onboarding data including CRS/FATCA self-certification, contact information*
Submit any activity or changes to the SPV or underlying investment (including, but not limited to, re-valuations, liquidation, bankruptcy, etc)
* If you have purchased SPV Formations services with SPV Administration, we will already have this information.
Bank Accounts
Carta will:
Set up electronic payments for all cash activity as requested³
Confirm all SPV expenses (including management fee calculations) are done in accordance with the SPVs operating agreements
Provide annual cash reconciliation
Input payments into the bank portal and submit for you to approve and release
You will:
Provide Carta access to the SPV’s bank account and any brokerage, custody or investment accounts as required (bank must have two step-authorisation capability and account must be in the SPV’s name)
Provide Carta wire or other payment instructions, invoices for expenses, and executed purchase documents for investments
Approve and release payments initiated by Carta on the bank portal
Not share banking details with investors off the Carta platform¹
Ensure investors are fully informed and refrain from funding the SPV bank account until they have successfully completed the necessary “Know Your Customer” (KYC) and “Anti-Money Laundering” (AML) checks.
You are responsible for:
Where you do not instruct Carta to set up a bank account for the SPV, setting up the bank accounts with your chosen banking partner as approved by Carta*
Final review and releasing of payments after you receive confirmation from Carta
Performing any call backs to your vendor
Ensuring accurate user profile setup within the Carta platform
Establishing authorised 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
* Change in banking partner may result in a fee adjustment.
These services are subject to the Fund Administration Payment Terms and Conditions located at https://carta.com/legal/agreements/fund-administration-payment-terms-conditions/.
Financial Statements
Carta will prepare and share with you Financial Statements (balance sheet and profit and loss statement).
In order for Carta to provide financial statements, you will provide Carta¹ month post-onboarding:
Prompt notification of your first SPV closing and each additional closing
All previous filings of the SPV
Access to the SPV’s bank account as required, with the ability to set up payments (bank must have two step-authorisation capability and account must be in the GP entity or Manager’s name)
Authorisation codes for online filings
SPV operating documentation and any ancillary documentation
Investment documentation
Supporting documentation for any incoming/outgoing payments
Cash Distributions
Carta will:
Perform waterfall calculations in accordance with the SPV’s operating agreements
Send notifications to investors to update their wire instructions on the Carta platform¹
Set up distribution wires in the SPV bank account, as approved
You will:²
Provide amounts to be distributed and final sign-off on calculations*
Approve distribution wires when required
Follow-up with investors to confirm wire instructions beyond the first failed attempt
* 5 business days notice required for distribution calculation requests. After receiving your final approval, Carta will process payments to investors within 14 business days.
Stock Distributions
Carta will:
Perform waterfall calculations in accordance with the operating agreements
Provide allocation of shares to your third-party brokerages to facilitate distributions
You will:²
Provide number of shares to be distributed and final sign-off on calculations*
Collect instructions from investors and coordinate with your selected third-party brokerage firm Open a brokerage account for the SPV, where required
*10 business days notice required for distribution requests. After receiving your final approval, Carta will draft and publish distribution notices on the Carta platform¹ within 3 business days. To discuss any services that are outside of the scope addressed above, please talk to your Carta representative.
Tax Preparation - US Module
If you have purchased Tax Preparation - US Module, in addition to the services detailed in the Scope of Services: Carta U.S. Tax Preparation for Non-U.S. Funds, Carta covers:
506(b) exemption registration application with the SEC:
prepare and file the Form ID application
prepare and file the Form D application
Prepare and submit Blue Sky Filings
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ADDITIONAL SERVICES
Carta can assist with the following additional Administration Services, subject to additional fees:
Bank Account Set-Up
Audit support
Transfer of Interests
Side Letter for Waived Carry
Side Letter for Bespoke Fees
Tax preparation - US Module
Bank Account Set-Up
Carta will facilitate the establishment of a dedicated bank account for the SPV through one of its partner banking providers, ensuring it is properly configured to support SPV operations and investor transactions.
Audit Support
Carta will provide support for SPVs that are audited annually, however Carta will not support SPVs that are audited for any shorter period (i.e. quarterly).
If you have an audited SPV, Carta will:
Provide books, records, and supporting documentation to your auditor
Complete template for audit confirms; auditor to send and collect from various parties (portfolio companies, banks, legal counsel, etc.)
Distribute audit report generated by your auditor through the Carta platform¹
You will:³
Coordinate execution of the audit engagement letter (one quarter prior to the entity’s financial year end), audit representation letter, audit confirms, etc. with executed copies to Carta as applicable
Manage relationship with auditor, including completion of audit notes and ongoing questions and requests from the audit team
Complete and deliver audit reports in a timely manner
Collect AEOIs, and other valuation support for portfolio companies
Provide industry and geography details as well as updated contact info for all portfolio holdings
Provide SPV’s valuation policy and valuation support to substantiate any discretionary valuation adjustments or approaches consistent with industry standards
Collect capitalization tables and annual financial statements for portfolio companies
Transfer of Interests
Carta will assist with transfers of interest services only if you meet one of the following criteria:
You are investment manager regulated by the Financial Conduct Authority (FCA)
You are an appointed representative acting as an agent for a financial services firm authorised by the FCA
You operate outside the United Kingdom as investment management entity or agent holding equivalent authorisation or licensing requirements from a regulatory authority with similar oversight and requirements as the FCA
Carta can provide support in executing a transfer of interests when an investor sells their participation to another investor. This applies whether the buyer is a new investor joining the partnership or an existing investor acquiring additional interests. As part of this service:
Carta will:
Prepare and provide the necessary transfer agreements, including details of the transfer of interest
Conduct KYC (Know Your Customer) processes for any new investor joining the partnership
Distribute the agreements for execution by all relevant parties
Reflect the updated ownership structure on the Carta platform
You will:
Supply all required information to complete the transfer agreements
Provide required details of the new investor to be added to the platform thereafter liaise with the new investor to provide all required KYC information
Review and approve the agreement, running any necessary adjustment on the document provided by Carta if requested by your legal counsel.
Provide Carta with the proof of payment from the buyer to the seller
Side Letters
Carta can assist in preparing a side letter to partially or fully waive carried interest or management fees for specific investors. This service is available when you wish to offer certain investors terms that differ from those outlined in your operating agreement.
Carta will:
Prepare and provide the side letters
Distribute the side letters for execution to all relevant parties
Update Carry and/or Management Fees calculations on Carta platform to reflect the side letter
You will:
Supply all required information to complete the side letters
Review and approve the side letter, running any necessary adjustment on the document provided by Carta if requested by your legal counsel.
Tax Preparation - US Module
If you have purchased Tax Preparation - US Module, in addition to the services detailed in the Scope of Services: Carta U.S. Tax Preparation for Non-U.S. Funds, Carta covers:
506(b) exemption registration application with the SEC:
prepare and file the Form ID application
prepare and file the Form D application
Prepare and submit Blue Sky Filings
¹The Carta platform means the online dashboard(s) made available to you by us and its/their related digital applications.
²Additional documentation or information may be required as circumstances warrant.
³Subject to Carta’s AML/KYC requirements and any requirements from the relevant banking partner.
DISCLOSURE: This communication is on behalf of Vauban Technologies Limited ("Carta"). Carta provides formation, administration and related services in the UK to entities regulated by the UK Financial Conduct Authority (FCA), including Alternative Investment Fund Managers (AIFMs), investment firms, and other FCA authorised entities, as well as their appointed representatives acting as agents for FCA-authorised firms or, if permitted, foreign regulated firms with appropriate regulatory oversight.
Carta may engage with such potential clients as such entities are in the process of obtaining required regulatory approvals. However, certain services may be restricted or unavailable until appropriate authorisation is granted. Clients falling into this category will be referred to a law firm or other fiduciaries for certain services, including formation services. Our services are not available to unregulated entities or individuals. Nothing on this website constitutes an offer, solicitation, or advice to unregulated parties.
This communication is for informational purposes only, and contains general information only. Carta is not, by means of this communication, rendering accounting, business, financial, investment, legal, tax, or other professional advice or services. This publication is not a substitute for such professional advice or services nor should it be used as a basis for any decision or action that may affect your business or interests. Before making any decision or taking any action that may affect your business or interests, you should consult a qualified professional advisor. 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.
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