Scope of Services: Carta Luxembourg Fund Formation (Hosted)
Type of Fund Structure and Regulation
Luxembourg Venture Capital Fund, structured as a Luxembourg Special Limited Partnership (société en commandite spéciale), qualifying as an alternative investment fund (fonds d'investissement alternatif) within the meaning of the Alternative Investment Fund Managers Law (AIFM Law).
This product requires a registered sub-threshold alternative investment fund manager (gestionnaire de fonds d’investissement alternatif), which also acts as the resident partnership manager (gérant) of the Fund (the Manager). For this hosted product, Carta is the Manager and also the general partner of the Fund (the General Partner). We reserve the right to replace, transition or appoint a new Carta Manager and/or General Partner.
You are the Operator of the Fund who provides services to support the structuring, launch, day-to-day operating and running of the Fund.
Fund Sectors, Strategies and Investors
Portfolio investments made by the Fund must comply with Carta’s compliance requirements. Carta will provide support for varied fund sectors and strategies, yet limitations are:
No PE-style investments, only direct investments in early-stage private companies;
No Crypto-related investments;
No Fund of Funds;
No Fund Feeders; and
No private debt.
For queries on specific sectors or strategies, please talk to your Carta representative.
This structure does not allow marketing or pre-marketing (as defined in AIFM Law) nor under the passport regime.
This product is capped at a committed capital figure of €30,000,000. In the event a breach of this cap is imminent, Carta reserves the right to require you to either move to another investment manager or alternative hosting arrangement, or, at Carta’s sole discretion, it may offer you an excess fee.
Only eligible counterparties, professional investors or investors that opt up to professional investors may invest in the Fund. AIFM Law restricts investment by retail investors.
Fund Formation Services
The scope of service that will be provided by Carta is as follows:
Entity formation of a Luxembourg Venture Capital Fund (structured as a Luxembourg Special Limited Partnership), to be used as the Fund entity.
Provision of fund-related and fund entity-level documentation, as listed below;
Incorporation Forms
Limited Partnership Agreement
Private Placement Memorandum
Subscription Agreement
Provision of a Carta owned and controlled local General Partner and Manager.
These documents are made available on the Carta platform (1), along with Carta’s fund formation questionnaire which allows you to make commercial elections for the Fund that will be reflected within the documents. These elections can be changed throughout the fund formation process and will automatically update into the documents until execution.
As Carta is the Manager of the Fund, you will not be able to make any customizations to any of these documents, outside of the commercial elections made available, without pre-approval from your Carta representative. You may be instructed to seek independent legal advice and may incur Carta’s legal costs in verifying any proposed customizations do not negatively impact our ability to manage the Fund in compliance with local laws and regulations.2 Carta will ensure any custom changes you are seeking do not impact Carta’s ability to provide Fund Administration Services. Once your amendments are in final form, Carta will reflect those changes in your Fund documentation.
Carta will not provide the following types of documents:
Side Letters
Transfer Agreements for Limited Partners
Transfer Agreements for Warehoused Investments
Employment Letters
Amendments
Closings, Deployments, KYC, KYT
Included in your Fund Formation fee, Carta will assist with the first close of your fund. This needs to be done entirely via the Carta dashboard.
As long as Carta continues to provide Fund Administration Services to the Fund and unless you request us to hand over the Fund to a third party general partner and manager, we will also continue to provide the General Partner and Manager for the Fund.
The Carta Manager will support you in implementing all the proposed closings and deployments (including KYC and KYT) in its capacity as the Manager of the Fund, as well as arrange for the mandatory filings and reportings in its capacity as the Manager of the Fund.
Bank Accounts
We will set up the Fund’s bank account, the cost of which is included in the formation fee.
We will operate the bank account of the Fund as long as we act as the Manager of the Fund, as described above.
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.
(3) Talk to your Carta representative for legal partner referrals to help with the listed documents.
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.