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Scope of Services: Syndicate SPV

Scope of Services: Syndicate SPV

One-Time US SPV Formation with Lifetime Administration & Bank Account Included

Formation and Corporate Services

Carta will:

  • Establish a series of Vauban Platform LP, a Delaware multi-series limited partnership (the “SPV”), a hosted SPV entity for which investment advisory services are provided by a Carta Affiliate operating as an Exempt Reporting Adviser under the Investment Advisers Act of 1940.

  • Engage a Delaware registered agent selected by Carta, as may be required.

  • Obtain an EIN for the SPV (the tax filing number needed to open a bank account).

  • Open bank or brokerage accounts for the SPV as necessary to facilitate payments to and from investors, whether domestic or international.

  • File Form D for the SPV.

  • Complete state blue sky securities filings for the SPV.

  • Maintain the corporate books and records of the SPV.

  • Establish a unique profile for the SPV on the Carta platform.

  • Circulate investor communications and statements through the Carta platform, where relevant.

  • Upon exit, manage the distribution of proceeds in any liquidity event, or provide a target investment or any shareholder representative or escrow/transfer agent with information about each holder of a carried interest and each SPV investor’s indirect interest in the target investment.

Accounting Services

Carta will:

  • Perform accounting for transaction(s) that the SPV enters into.

  • Maintain and store any documentation or records in relation to transactions carried out pursuant to such SPV’s purpose.¹

  • Perform calculations of distributions upon exit.

Ongoing Tax Return Preparation Services

Carta will²:

  • Where required, file Form 1065 partnership return form for the SPV.

  • Where required, file tax returns for the SPV and furnish each investor with schedule K-1s.

Compliance Services

Carta will²:

  • Onboard Client for KYC purposes.

  • Onboard SPV investors in the SPV for KYC purposes.

  • Perform KYC on portfolio company prior to investment.

Admission of investors or other parties into the SPV, as well as use of the SPV for a particular portfolio company investment, is contingent upon KYC and other regulatory compliance restrictions, including but not limited to:

  • Restrictions on the number of beneficial owners in an SPV

  • Restrictions on the percentage of benefit plan investors in an SPV

EXCLUDED SERVICES

  • Carta will not provide or send correspondence letters between the IRS or state taxing authority (“Taxing Authority”) on behalf of the SPV or entity of Client unless agreed upon by Client and Carta and at the applicable rate.

  • Carta will not provide correspondence and/or prepare other tax materials on behalf of the SPV and/or Client pertaining to matters outside of the direct preparation of the Partnership return (1065/K-1/relevant state) for the SPV.

  • Carta will not send abatement letters to any Taxing Authority requesting a refund or abatement unless agreed upon by Client and Carta and at the applicable rate.

  • If Carta has already prepared or filed Form 1065 using information provided by Client to perform such work and such tax return requires an amendment or a correction of the tax return, then Client must pay Carta the applicable rate to amend the tax return or re-prepare the tax return, including any correspondence with the IRS to complete such amendment.

  • Carta will not provide any investment advice to the SPV or the Client and will not make any recommendations as to the investments to be acquired, held or sold by the SPV.

  • Carta will not provide any audit support.

MANDATORY CONDITIONS

  • The SPV shall at no time operate in a manner that characterizes its activities in an active manner or as an operating business and must at all times be a purely-passive investment vehicle.

  • The SPV must be pursuant to the acquisition and disposal of a single interest or deal and shall not be permitted to acquire interests in more than one underlying asset.

  • The investment of the SPV shall at no times be a target company that is a pass-through entity, Passive Foreign Investment Company or Controlled Foreign Corporation for tax purposes.

  • Carta must be given any and all visibility over any such activities of the SPV itself, including any material changes to the underlying portfolio investments (including revaluations, liquidation or bankruptcy).

Client Responsibilities

Client will:

  • Assist Carta from time to time to perform the services hereunder, including, but not limited to, providing Carta with all reasonably required information in respect of the target company, the SPV, Client, and the SPV’s investors.

  • Provide Carta with the following information via the Carta platform:

    • the desired name of the SPV

    • the target amount to be raised by the SPV

    • the description of the target investment (e.g. type of security, name of portfolio company, etc.)

    • the investment memo of the target investment

    • payment instructions (where relevant)

    • the minimum investment amount per investor

    • any other information as may be requested from time to time by Carta

  • Pay for or reimburse Carta for any ad hoc tax fees or costs of obtaining experts incurred by Carta in complying with any foreign filings, distribution costs, or expenses.

Services not included in this scope may be subject to additional fees.

Add-on Services

Transfer of interest

$1,000 each

Additional close (same asset and same terms)

$3,000 each (1 maximum)

Side letter for waived carry (SPVs only)

$1,900 for unlimited side letters

¹All documents (including but not limited to transaction agreements, stock certificates, etc.) will be stored in electronic formats only. Carta will not accept any paper documents.

²Subject to provision of requested information by Client and SPV investors.

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 ur 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.

Please refer to important disclosures found at https://carta.com/legal/agreements/syndicate-spv-disclosure/

© 2023 eShares Inc., d/b/a Carta Inc. ("Carta"). All rights reserved. Reproduction prohibited.

USE OF SPV FORMATION DOCUMENT TEMPLATES IS ENTIRELY AT YOUR OWN RISK AND SUBJECT TO CARTA’S LEGAL DOCUMENTS TERMS OF USE AND DISCLAIMER LOCATED AT https://carta.com/privacy/document-generation-terms-and-conditions/. CARTA ASSUMES NO LIABILITY FOR THE USE OF OR RELIANCE ON THESE DOCUMENT TEMPLATES. Carta does not guarantee such document templates’ applicability or accuracy in regard to your particular circumstances. These document templates are provided “as is” without warranty of any kind, either express, implied, or statutory, including without limitation, warranties of merchantability, fitness for a particular purpose, satisfactory purpose, title or noninfringement. Some jurisdictions do not allow the exclusion of implied warranties, so these exclusions may not apply to you.

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