Scope of Services: Carta U.S. Tax Preparation for Non-U.S. Funds

Carta U.S. Tax Preparation for Non-U.S. Funds is an add-on service not included in your Carta Fund Administration subscription. Per annum pricing will be determined based on your individual fund structure, needs, and complexities.

U.S. Tax Preparation for Non-U.S. Funds - Base Services

Included in the base Carta Fund U.S. Tax Preparation package, Carta will work with you to determine whether your fund has any U.S. tax filing obligations for the covered tax year.

For years without U.S. tax filing obligations, Carta will:

Prepare and distribute pro forma Schedule K-1s for your U.S. partners and any other requested partners - not filed with the IRS
For an additional fee, prepare your fund’s pro forma U.S. federal tax return (Form 1065) - not filed with the IRS

For years with U.S. tax filing obligations, for an additional base fee, Carta will, when required:

Prepare and file your fund’s federal tax return, Form 1065
Prepare and distribute Schedule K-1s for partners
Prepare and file state tax returns for your fund and distribute applicable tax documents to partners

Additional entities, such as parallel, feeder, or blocker entities, require separate subscriptions.

Extensions

The original U.S. tax filing deadline for partnerships is March 15. If an extension is filed, the filing deadline is on or around September 15.

Carta’s tax return filing services are contingent upon tax extensions. Carta will file extensions with the IRS and any applicable states on the Client’s behalf.

For state extensions, Carta determines residency state filing requirements based on partner addresses that have been provided by Client by January 31 following the tax year. Carta is not responsible for late filings due to missing or incorrect state residency information.

Additional Tax Preparation Services

Depending on your entity structure and activity, you may need certain additional forms or services that are not included in the Base Services. This may include:

Non-U.S. portfolio holdings (with additional complexity for those with >10% or >50% ownership)
Non-U.S. bank accounts
Investments in cryptocurrency, tokens, token warrants, NFTs or other digital assets
Pass-through or fund of fund investments
Other filings as needed based on fund characteristics

Additional Services are provided for an additional fee. Talk to your Carta representative to discuss any filings not listed above. If not included in engagement letter pricing, fees will be billed to Client upon completion of tax filing.

Not Supported

While most funds are able to be serviced by Carta Fund Tax, the product will be unable to support funds with any of the following non-standard characteristics:

Entities not administered through Carta
Any other non-standard characteristics as identified by Carta from time to time

Client Responsibilities

Required Information

Prior Year Tax Returns: Client shall provide Carta with the entity’s previous U.S. tax documents, if any. If applicable, Client shall facilitate the transfer of prior year tax data from the prior year tax provider to Carta.
Approval of Extension Filing: For years in which filings are required, Carta will automatically file extensions for all taxpayer entities. Where necessary, Client shall provide written approval and/or signature for such extension.
Fund Information Accuracy: Client must confirm the fund’s data in the Carta platform, including but not limited to the asset(s) held, by January 31 of the year of the applicable tax filing deadline.
Investor Information Accuracy: Client is responsible for the fund’s investors confirming their respective tax information in the Carta platform by January 31 of the year of the applicable tax filing deadline.

Review, Approval, and Filing

After Client has submitted all required information, Carta will prepare tax returns and provide returns to Client for review in the Carta platform.
Client shall provide final approval and, for years in which filings are required, sign the e-file authorization(s) in the Carta platform (if applicable). After Client approval is finalized, Carta will: (1) for years in which filings are required, electronically file tax returns with the IRS and applicable states and (2) distribute K-1s to partners via the Carta platform.

Conditions

If the above deliverables are not received, the above deadlines are not met, or if Client or Client’s investors provide incorrect information:

Carta shall not be responsible for any interest, fines, or penalties due to late or incorrect filings.
Carta shall not be responsible for late tax payments.
If Client requests that Carta file a superseding return, there may be an additional charge.

By engaging Carta, Client authorizes Carta and its affiliates to review all information about Client and its partners that Client or its partners provide to or receive from any Carta affiliate.

Carta reserves the right to reassess the fee structure for tax preparation services if there are changes to tax laws or regulations that result in a material increase in the complexity of Carta’s services. Carta shall provide Client with at least 30 days’ notice in advance of any such fee increase.

Additional terms and conditions apply: https://carta.com/legal/agreements/tax-preparation-product-specific-terms

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