cap table vehicle ctv

Scope of Services: Cap Table Vehicle (CTV)

One-Time US CTV 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 “ CTV”), 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 CTV (the tax filing number needed to open a bank account).
• Open bank or brokerage accounts for the CTV as necessary to facilitate payments to and from investors, whether domestic or international.
• File Form D for the CTV.
• Complete state blue sky securities filings for the CTV. Client shall be responsible for payment of any blue sky filing fees.
• Maintain the corporate books and records of the CTV.
• Establish a unique profile for the CTV 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 CTV investor’s indirect interest in the target investment.

Accounting Services
Carta will:

• Perform accounting for transaction(s) that the CTV enters into.
• Maintain and store any documentation or records in relation to transactions carried out pursuant to such CTV’s purpose.¹
• Perform calculations of distributions upon exit.

Ongoing Tax Return Preparation Services
Carta will:²

• Where required, file Form 1065 partnership return form for the CTV.
• Where required, file tax returns for the CTV and furnish each investor with schedule K-1s.

Compliance Services
Carta will:²

• Onboard Client for KYC purposes.
• Onboard CTV investors in the CTV for KYC purposes.
• Perform KYC on portfolio company prior to investment.

Admission of investors or other parties into the CTV, 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 a CTV
• Restrictions on the percentage of benefit plan investors in a CTV

EXCLUDED SERVICES

• Carta will not provide or send correspondence letters between the IRS or state taxing authority (“ Taxing Authority”) on behalf of the CTV 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 CTV and/or Client pertaining to matters outside of the direct preparation of the Partnership return (1065/K-1/relevant state) for the CTV.
• 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 CTV or the Client and will not make any recommendations as to the investments to be acquired, held or sold by the CTV.
• Carta will not provide any audit support.

MANDATORY CONDITIONS

• The CTV 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 CTV 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 CTV 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 CTV 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 CTV, Client, and the CTV’s investors.
• Provide Carta with the following information via the Carta platform:
  • the desired name of the CTV
  • the target amount to be raised by the CTV
  • 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

¹ All 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.

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