Scope of Services: Corporate Secretarial Services (Luxembourg)

Per annum pricing will be determined based on your individual fund structure, needs, and complexities.

Carta will provide the following services for entities and partnerships under contract for Corporate Secretarial Services:¹

Standard corporate secretarial:

• Coordination of (1) annual board meeting including drafting and distribution of meeting agenda, board packs and board minutes

• Coordination of (1) annual general meeting including preparation of minutes or preparation of written shareholder resolutions to approve the annual accounts (as applicable)

• Upon proper instruction and reasonable notice, fulfilling all the legal formalities related to publications required by (i) any Luxembourg law or regulation applicable to the entity or partnership (as applicable), (ii) the Constitutive Documents (ii) the CSSF; including in this context liaising with the RCS and RBE.

You are responsible for:

• Providing Carta in a timely manner all relevant approval and documentation required to fulfill annual obligations

• Providing proper written instructions and approvals in respect of the preparation of meeting materials, filings, or resolutions

• Ensuring that board members and/or shareholders are available to attend the annual board meeting and/or AGM as applicable

• Ensuring timely execution of corporate documents by relevant signatories (e.g. board members, shareholders, legal representatives)

• Fines, penalties, late filing fee, administrative charges imposed by a regulatory authority (including but not limited to the Luxembourg Trade and Companies Register (RCS), the Register of Beneficial Owners (RBE), the Commission de Surveillance du Secteur Financier (CSSF), or tax and legal authorities) resulting from delays or failures in providing timely instructions, approvals, signatures, supporting documentation, or accurate information required for the preparation, execution, or submission of corporate or regulatory filings

Additional services

Carta can assist with the following additional services, subject to additional fees:

• Liaising with notaries for incorporations

• Assistance with bank account opening

• Coordinating in changes of board members

• Coordinating in changes of registered address

• Coordination of quarterly or additional board meetings including drafting and distribution of meeting agendas, board packs and minutes

• Preparation of written shareholder or board resolutions

• Drafting documentation for change in legal representative and auditor

• Preparation and submission to the Commission de Surveillance du Secteur Financier (CSSF) of statutory forms to update any information concerning the entity or partnership (as applicable)

• Assistance for liquidation and dissolution

• Assistance on change of financial year end and functional currency

• Assistance liaising with lawyers and notaries for execution of power of attorney

• Upon proper instruction and reasonable notice, fulfilling all the legal formalities related to publications required by (i) any Luxembourg law or regulation applicable to the entity or partnership (as applicable), (ii) the Constitutive Documents (ii) the CSSF; including in this context liaising with the RCS and RBE.

You are responsible for:

• Notifying Carta of any changes impacting the governance or structure of the entity (e.g. changes in directors, shareholders, registered office, beneficial owners)

• Providing proper written instructions and approvals in respect of the preparation of meeting materials, filings, or resolutions

• Ensuring that board members and/or shareholders are available to attend the periodic and annual board meeting and/or AGM as applicable

• Ensuring timely execution of corporate documents by relevant signatories (e.g. board members, shareholders, legal representatives)

• Fines, penalties, late filing fee, administrative charges imposed by a regulatory authority (including but not limited to the Luxembourg Trade and Companies Register (RCS), the Register of Beneficial Owners (RBE), the Commission de Surveillance du Secteur Financier (CSSF), or tax and legal authorities) resulting from delays or failures in providing timely instructions, approvals, signatures, supporting documentation, or accurate information required for the preparation, execution, or submission of corporate or regulatory filings

All ad hoc services will be discussed and subject to a separate mutually agreed scope and pricing in advance of execution

¹ Additional documentation or information may be required by Carta as circumstances warrant.