Scope of Services: Co-Investment GP/LP SPV Formation

Please take note of the client deliverables and related timelines outlined below, as they will impact service and turnaround by the Carta team. We look forward to your continued partnership.

SPV Formation

Client is responsible for remaining in compliance with all applicable laws, rules and regulations.

The product requires an appointed General Partner and an Financial Conduct Authority (FCA) -regulated Alternative Investment Fund Manager or an appointed representative acting as an agent for a financial services firm authorised by the FCA, or the foreign equivalent

You are responsible for either obtaining the relevant regulatory permissions to operate the SPV, or engaging third party management services. If you would like partner referrals, please talk to your Carta representative.

SPV Structure

Carta will only support the following SPV structures and selections:

United Kingdom (UK) Private Fund Limited Partnership (Partnership), with an appointed General Partner and an FCA-registered Alternative Investment Fund Manager, or the foreign equivalent
One direct investment transaction into a single asset (indirect and/or multiple transactions are not permitted unless scoped and approved by your Carta representative. Additional fees may apply)
SPV activity must remain passive at all times; the SPV may not engage in any operations that would characterise it as an active business or operating entity
A maximum of 99 investor members can be onboarded to participate in the SPV
Additional close (it must align with the same investment terms as the first close, occur within 90 calendar days of the first close, and take place within the same tax year as the first close)*
Carry: 0-100% fixed or more complex carry
Management fees (on top of investing amount): Waived OR 0-100%
Setup costs (on top of investing amount): Waived OR 0-100% of committed capital
Audited SPVs *

No other SPV structures or selections are supported at this time.

* Subject to additional fees. The fee for any additional closing is non-refundable once payment has been disbursed from the SPV bank account to the portfolio company.

SPV Sectors and Strategies

Portfolio investments made by the SPV must comply with Carta’s compliance requirements. Carta will provide support for varied sectors and strategies, yet limitations are:

No PE-style investments, only investments in early-stage private companies
No crypto-related investments (no crypto tokens or SAFTs)
No private debt
No real estate or other non-venture asset classes

Where the SPV invests in a US portfolio company, all participants in the SPV, including non-US investors, must hold accredited investor status. This will be a requirement of the US portfolio company.

For queries on specific sectors or strategies, talk to your Carta representative.

SPV Formation Services

Included in SPV formation, Carta will work with you to:

Form and register the Partnership, including submitting the LP7 to Companies House

On the Carta platform¹, Carta will also:

Create an account for your SPV
Set up a data room and provide you access
Set up subscription documents using Carta’s Closings feature. Please see the “Closings” section following for more details.

Client responsibilities

In order for Carta to form the SPV, you will need to provide the following:

Name of the SPV
Name of the General Partner
Name of the Investment Manager
Name of the Initial Limited Partner*

*in case you don’t have any initial limited partner to sign the agreements, please reach out to a Carta representative

Template SPV Formation Documents

Carta will provide the following SPV formation templates:

Limited Partnership Agreement
Admission Form

USE OF DRAFT SPV FORMATION DOCUMENTS 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 DRAFT DOCUMENTS. Carta does not guarantee such draft documents’ applicability or accuracy in regard to your particular circumstances. These documents 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.

These documents are made available on the Carta platform, along with Carta’s SPV setup questionnaire which allows you to make commercial elections for the SPV that will be reflected within the documents. Carta’s assistance is limited to the commercial elections made available to you in the setup questionnaire.

For the avoidance of doubt, Carta cannot facilitate bespoke changes to template documents or accommodate any amendments to such documents. All changes of this nature must be facilitated outside of the Carta platform. The platform may serve as a document repository for storing any related documents.

If you would like a referral to legal partners, please talk to your Carta representative.

Closings

Closings must be executed on the Carta Closings feature using our subscription documents and investor questionnaire. Carta Closings allows you to invite investors to create a Carta account to complete closing steps. You are responsible for tracking investors as they execute subscription agreements and monitoring their responses to the investor questionnaire.

Carta can service additional capital calls for an additional fee. Contact your Carta representative to discuss.

You will:²

Promptly notify Carta of your first SPV closing and each additional closing

Investor KYC Due Diligence

Carta will provide "Know Your Customer" (KYC) and "Anti-Money Laundering" (AML) services for up to 99 investors. Additional investors can be serviced for an additional fee. Learn more here.*

Investor Information

Investors will be responsible for updating their information, including maintaining investor contact preferences, wire instructions, and other requested information on the Carta platform.

All communications will be on the Carta platform, which will serve as the communication repository for communications like capital calls, distributions, quarterly and annual reports, investor update letters, tax documents, etc.

Carta will assist with providing you answers to investor questions related to SPV information on the Carta platform.

*Please refer to your Engagement Letter.

Additional Services

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

Additional close

Additional Close

After closing with your investment, the SPV will remain open for a period of 90 days to accept new subscriptions from investors. Any subscriptions received after this period will be considered part of an additional closing. As part of this service:

Carta will:

Give you access to add new investors to the Carta platform.
Subject to new investors successfully completing KYC and AML checks, give you access for new investors to sign relevant subscription agreements and be sent capital call notices.
Execute on your post initial capital call requests within two business days if received prior to 3pm BST on day of request

The following are available via the Carta platform:

Per-investor calculations, preparation, and distributions of capital call notices to investors
Tracking receipts of capital contribution payments
Follow-ups to investors (at your discretion) 24 hours after the capital call due date

You will:²

Submit and approve capital call requests through the Carta platform
Provide potential investments and realizations for cash projections
Provide the percentage or dollar amount to be called and any other required information
Notify Carta of commitment or carry percentage changes by member

To discuss any services that are outside of the scope addressed above, please talk to your Carta representative.

¹The Carta platform means the online dashboard(s) made available to you by us and its/their related digital applications.

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

DISCLOSURE: This communication is on behalf of Vauban Technologies Limited ("Carta"). Carta provides formation, administration and related services in the UK to entities regulated by the UK Financial Conduct Authority (FCA), including Alternative Investment Fund Managers (AIFMs), investment firms, and other FCA authorised entities, as well as their appointed representatives acting as agents for FCA-authorised firms or, if permitted, foreign regulated firms with appropriate regulatory oversight.

Carta may engage with such potential clients as such entities are in the process of obtaining required regulatory approvals. However, certain services may be restricted or unavailable until appropriate authorisation is granted. Clients falling into this category will be referred to a law firm or other fiduciaries for certain services, including formation services. Our services are not available to unregulated entities or individuals. Nothing on this website constitutes an offer, solicitation, or advice to unregulated parties.

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.

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