bvi spv administration

Scope of Services: BVI SPV Administration

Per annum pricing includes administration services by Carta. Pricing will be determined based on your individual special purpose vehicle (SPV) structure, needs, and complexities.

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 Administration

SPV Structure

Carta supports the following SPV structures and parameters. Structures or selections outside the scope defined below will not be supported unless explicitly approved in advance in writing by a designated Carta representative, and may incur additional fees:

• Legal Entity Type: BVI company structures only

• Assets Under Management (AUM): Up to a maximum of $40 million. For AUM exceeding $40 million, additional fees will apply.

• Transaction Type: Single direct investment into a single underlying asset. Multiple or indirect investments are not permitted unless pre-scoped and approved by a designated Carta representative (additional fees may apply).

• Investor Limits: Standard onboarding supports up to 10 investors. Up to a maximum of 50 investors can be onboarded into the SPV, for an additional fee.

• Investor Base: Participation is open to non-US investors, subject to Know-Your-Customer (KYC) and Anti Money Laundering (AML) checks performed by Carta (as further described in the Investor KYC Due Diligence section below). Participation of US investors is acceptable if the US investors are investing in non-US entities.

• Accounting Standard: IFRS , Partnership accounting

• Additional Capital Calls: One capital call is included as standard. Subject to an additional fee, additional capital calls are permitted within 12 months of the first close, provided it aligns with the same investment terms as the initial close.

• Carry structures: Fixed carry allocation ranging from 0-100%. More complex structures may be available for an additional fee.

• Management fees: Either waived or a fixed percentage (0-100%) uniformly applies across all investors.

• Distributions: One distribution at the end of the SPV’s life cycle is included as standard. Additional distributions are available upon request for an additional fee.

• Audit Support: Support for audited SPVs available at an additional cost (please see Additional Services section below).

• Reporting: Annual Financial Reporting is supported as standard. Support for Partners Capital Account available at an additional cost (please see Additional Services section below). Quarterly reporting can be supported at an additional cost.

• Fee Payment Model: Single annual fee payment structure. Any additional fee payment processing beyond the annual cycle will incur an additional charge.

• Financial Year-End (FYE): 31 December. Alternative FYEs may be supported at an additional cost.

No other SPV structures, investment arrangements, or characteristics are supported by Carta at this time.

Books and Records

Carta will update and maintain the accounting books and records for the SPV. You will have easy, read-only access to review the books and records. For the SPV, Carta will: Maintain total capital called and distributions received for direct investments Valuation of the investment updated only on an annual basis.

Bank Accounts

Carta will:

• Set up a bank account for the SPV with Equals Money (EQM); however, if a client chooses a different banking provider, they will incur an additional cost

• Set up electronic payments for all cash activity as requested

• Confirm all SPV expenses (including management fee calculations) are done in accordance with the SPVs operating agreements

• Provide annual cash reconciliation

• Conduct final review and release of payments after you receive confirmation from Carta

You will:

• Provide Carta access to the SPV’s bank account as required (bank must have two step-authorisation capability and account must be in the SPV’s name)

• Provide Carta wire or other payment instructions, invoices for expenses, and executed purchase documents for investments

• Not share banking details with investors off the Carta platform

• Ensure investors are fully informed and refrain from funding the SPV bank account until they have successfully completed the necessary KYC and AML checks

You are responsible for:

• Where you do not instruct Carta to set up a bank account for the SPV, setting up the bank accounts with your chosen banking partner as approved by Carta

• Final review and releasing of payments after you receive confirmation from Carta

• Performing any call backs to your vendor

• Ensuring accurate user profile setup within the Carta platform

• Establishing authorised access to your bank account

• Resolving any failed, rejected, returned, or on hold payments due to additional information or documentation needed by your banking partner

* Change in banking partner may result in a fee adjustment.

These services are subject to the Fund Administration Payment Terms and Conditions located at https://carta.com/legal/agreements/fund-administration-payment-terms-conditions/ .

Investor KYC Due Diligence

Carta will provide KYC and AML checks on investors prior to their onboarding into the SPV. 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.

Financial Statements

Carta will prepare and share with you Financial Statements (balance sheet and profit and loss statement).

Cash Distributions

Carta will:

• Perform waterfall calculations in accordance with the SPV’s operating agreements

• Send notifications to investors to update their wire instructions on the Carta platform

• Complete and coordinate potential distributions

• Set up distribution wires in the SPV bank account, as approved

You will:

• Provide amounts to be distributed and final sign-off on calculations

• Follow-up with investors to confirm wire instructions beyond two failed attempts

Stock Distributions

Carta will:

• Perform waterfall calculations in accordance with the operating agreements

• Provide allocation of shares to your third-party brokerages to facilitate distributions

You will:

• Provide number of shares to be distributed and final sign-off on calculations

• Collect instructions from investors and coordinate with your selected third-party brokerage firm

• Open a brokerage account for the SPV, where required

SPV Formation

Carta will form the SPV with a third party service provider.

Client to complete and provide to Carta:

• Equals Money Account Opening Form or equivalent Bank Account Opening Form

• Registered Agent and Office Agreement by third-party service provider

• Customer Due Diligence/AML notes for both directors and shareholders including

• KYC Documents

• Complete the customer questionnaire and provide to Carta Corporate Shareholder Information

Take - Over SPVs

Where relevant, please also provide the following [Implementation - 8 weeks]:

• Prompt notification of your first SPV closing and each additional closing Investment documentation

• Supporting documentation for any incoming/outgoing payments

In order for Carta to provide financial statements, you will provide:

• All previous filings of the SPV

• Access to the SPV’s bank account as required, with the ability to set up payments (bank must have two step-authorisation capability and account must be in the SPV’s name)

• Authorization codes for online filings

• SPV operating documentation and any ancillary documentation

10 business days notice required for distribution requests. After receiving your final approval, Carta will draft and publish distribution notices on the Carta platform within 5 business days.

ADDITIONAL SERVICES

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

• Bank Account Set-Up

• Audit support Partner

• Capital Account Statements

Bank Account Set-Up

Carta will facilitate the establishment of a dedicated bank account for the SPV through one of its partner banking providers (Equals Money), ensuring it is properly configured to support SPV operations and investor transactions.

Audit Support

Carta will provide support for SPVs that are audited annually, however Carta will not support SPVs that are audited for any shorter period (i.e. quarterly).

If you have an audited SPV, Carta will:

• Provide books, records, and supporting documentation to your auditor

• Complete template for audit confirms; auditor to send and collect from various parties (portfolio companies, banks, legal counsel, etc.)

• Distribute audit report generated by your auditor through the Carta platform

You will:

• Coordinate execution of the audit engagement letter (one quarter prior to the entity’s financial year end), audit representation letter, audit confirms, etc. with executed copies to Carta as applicable

• Manage relationship with auditor, including completion of audit notes and ongoing questions and requests from the audit team

• Complete and deliver audit reports in a timely manner

• Collect AEOIs, and other valuation support for portfolio companies

• Provide industry and geography details as well as updated contact info for all portfolio holdings

• Provide SPV’s valuation policy and valuation support to substantiate any discretionary valuation adjustments or approaches consistent with industry standards

• Collect capitalisation tables and annual financial statements for portfolio companies

Partner Capital Account Statements

Carta will calculate partners’ allocation and provide capital account reports based on your investors’ requirements in the SPV’s operating agreement.

Carta will:

• Calculate partners’ allocation on a quarterly/semi-annual or annual basis based on requirements in SPV’s operating agreement (no less than 90 days from quarter end)

• Provide and release partner capital account statements on the Carta platform

You will:

• Review and approve the partners’ allocation calculation

• Review and approve the partner capital account statements on the Carta platform

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

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