Scope of Services: Implementation for Fund and SPV Administration (AMEA)

Scope of Services: Implementation for Fund and SPV Administration

Documents should be provided within 2 weeks of signing the Engagement Letter to ensure a timely implementation period.

1. Account setup

Carta will:

Set up a Carta account for all entities under contract
Add the firm's logo to the Carta account
Connect the bank accounts of all entities under contract to Carta to facilitate future reconciliations and treasury services. When the connection is not possible due to the bank’s online portal limitations, Carta will only add the bank account details and manually import transactions through the last financial statement provided.
Provide a shared Box.com folder for Client to upload legacy documents where necessary (1)

(1) Client will upload documents directly to the dedicated Box folder provided by Carta.

Necessary documents or information you will provide to Carta:(2)

The investment firm logo
Read-only bank account access for all fund-related entities with prepare-only permissions.
Certified True Copies of fund formation documents for the respective entities that Carta will be servicing including:
- Certificate of Incumbency - issued within past 6 months
- Certificate of Registration / Incorporation
- Memorandum & Articles of Association / Constitution document
- Register of Directors
- Register of Members
- Authorised Signatory list, with specimen signature
- Self-certification form (FATCA/CRS)
Certified True Copies of governing legal documents for all entities, such as LPAs, PPMs, LLCAs, and Operating Agreements (should include ownership percentages for GPs and management companies)
Organizational chart including all entities under contract - signed by Directors or Authorised Signatories
Legal and Tax Opinion of the fund structure (if any)
For fund managers based in Singapore, notification letter of approval of CMS license by the Monetary Authority of Singapore
Certified True Copies of proof of ID and address and FATCA/CRS self-certification form for individual directors or authorised signatories of the respective entities

2. Upload of investor information

Carta will:

Upload the following investor information into the Carta platform for all funds:
- Name
- Commitment amount
- Tax ID
- Full address
- Email addresses for primary and secondary contacts with respective document permissions

Note: Investors will be prompted by the Carta platform to enter their own wire instructions upon login. Due to the sensitivity of the data, we highly encourage requiring your investors to update their Carta account with their most up-to-date wire instructions instead of relying on any legacy data.

Necessary documents or information you will provide to Carta:(2)

Fully executed subscription documents, W-8s / W-9s (as applicable), and side letters for all LPs
Excel document contact list including all investors’ legal names, tax IDs, commitment amounts, and email addresses for primary and secondary contacts with respective permissions, if available

(2) Additional documentation or information may be required as circumstances warrant.

3. Upload of historical accounting books and records (only applicable to existing funds)

Carta will:

For fund accounting records through the prior year end:
- Upload accounting transactions of contributions, distributions, investments purchases and sales on a date-by-date basis
- Upload a balance load of all other balance sheet and income statement items on an inception-to-date balance basis (i.e., not on a date-by-date basis) (Example: if the First Carta Reporting period is Q2 2022, accounts will be added as of Q1 2022 balance.
For fund accounting records for the current year:
- Provide reconciliation per transaction directly from the bank account through the last financial statement provided (i.e. Year to Date information on a date-by-date basis)

*Carta must have received financial statements for these periods

Necessary documents or information you will provide to Carta:(2)

General ledger (Excel) for each year since fund's inception plus current year quarters to date
Prior year ending financial statements and supporting workpapers (audited, if available) (PDF and Excel)
Current year financial statements for each quarter period, including workpapers and financial statements (if available) including support schedules and investor allocation support calculations (PDF and Excel)
Investment Purchase Agreements, Loan Agreements, or other applicable documentation for all investments since inception (including conversions)
Investment realization documents including M&A Agreements, Certificates of Dissolution, Letters of Transmittals, or other applicable documentation
Invoices for current year expenses including organizational expenses (fund managers to identify expenses that will be reimbursed and provide the relevant supporting documents) and invoices from third party providers

4. Upload of capital account statements (only applicable to existing funds)

Carta will:

Set up allocation rules in the Carta platform (if entity allocations can be supported by Carta) and match the client's historical allocations on an inception-to-date basis through last year-end and current year quarters only
When the Carta platform does not support Client’s allocations, Carta will upload:
- All contributions and distributions by due date
- All P&L/carry allocations on a ITD basis through last year end
- All P&L/carry allocations on a quarterly basis during current year

Necessary documents or information you will provide to Carta:(2)

All capital call and distribution calculations including due dates and calculations broken out by investor (Excel)
Inception to current year quarters breakdown of all the amounts allocated to each investor (Excel)
Current year capital call and distribution notices sent to each investor (PDF)

5. Additional recommended documents

If available, you will provide Carta:(2)

Tax returns and K-1s since inception
Capital call and distribution letters since inception
Comprehensive list of all investment activity since inception including purchases, conversions, realizations, and the dates on which they occurred
Net IRR and Deal IRR calculations when applicable (Excel)
Financial statements and allocations since inception
Individual investor capital account statements since inception
W-9 for each US investor and W-8BEN for each foreign investor (PDF)
Any Management Fee calculations, Interest Income / Receivables, or Prepaid Schedules where applicable (Excel)

(2) Additional documentation or information may be required as circumstances warrant.

DISCLOSURE: This communication is on behalf of eShares, Inc. dba Carta, Inc. ("Carta"). 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.