implementation fund spv administration existing

Scope of Services: Implementation for Fund and SPV Administration (Existing)

Documents should be provided within 2 weeks of signing the Engagement Letter to ensure a timely implementation period.

For entities with historical financials, all data will be added to Carta as of the period before the First Carta Reporting Period. Example: if the First Carta Reporting period is Q2 2022, implementation will be performed for data through Q1 2022.

Click the link at the bottom of this Scope of Services for a comprehensive list of required documents.

1. Account setup

Carta will:

• Set up a Carta account for all entities under contract
• Add the firm's logo to the Carta account
• Connect the bank accounts of all entities under contract to Carta to facilitate future reconciliations and treasury services. When the connection is not possible due to the bank’s online portal limitations, Carta will only add the bank account details and manually import transactions through the last financial statement provided.
• Provide a shared Box.com folder for Client to upload legacy documents(1)

(1) Client will provide direct access to their document repository and accounting systems, enabling Carta to retrieve all necessary files. Alternatively, Client can upload documents directly to the dedicated Box folder provided by Carta.

Necessary documents or information you will provide to Carta:(2)

• The investment firm logo
• Read-only bank account access for all fund-related entities (one login for the Carta Fund Administration team and one login for the Carta Treasury team) with certain permissions, depending on the Client’s needs and bank’s limitations
• Fund formation documents including the filed Certificate of Formation and EIN filing or entity W-9
• Governing legal documents for all entities, such as LPAs, PPMs, LLCAs, and Operating Agreements
• Organizational chart including all entities under contract

2. Upload of investor information

Carta will:

• Upload the following investor information into the Carta platform for all funds:
  • Name
  • Commitment amount
  • Tax ID
  • Full address
  • Email addresses for primary and secondary contacts with respective document permissions

Note: Investors will be prompted by the Carta platform to enter their own wire instructions upon login. Due to the sensitivity of the data, we highly encourage requiring your investors to update their Carta account with their most up-to-date wire instructions instead of relying on any legacy data.

Necessary documents or information you will provide Carta:(2)

• Fully executed subscription documents, W-9s, and side letters for all LPs
• Excel document contact list including all investors’ legal names, tax IDs, commitment amounts, and email addresses for primary and secondary contacts with respective permissions, if available

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

3. Upload of historical accounting books and records

Carta will:

• For fund accounting records through the prior year end:
  • Upload contributions, distributions, investments purchases and sales on a date-by-date basis
  • Upload a balance load of all other balance sheet and income statement items on an inception-to-date balance basis (i.e., not on a date-by-date basis)
• For fund accounting records for the current year:
  • Provide reconciliation per transaction directly from the bank account through the last financial statement provided
  • During the reconciliation, tag applicable payments which require 1099s
  • Match the net IRR, balance sheet, and income statement as of the most recent year end and current year quarter ends*

*Carta must have received financial statements for these periods

Necessary documents or information you will provide Carta:(2)

• General ledger (Excel) for each year since fund's inception plus current year quarters to date
• Prior year ending financial statements and supporting workpapers (audited, if available) (PDF and Excel)
• Current year financial statements for each period, including workpapers and financial statements (if available) including support schedules and investor allocation support calculations (PDF and Excel)
• Investment Purchase Agreements, Articles of Incorporation, Loan Agreements, or other applicable documentation for all investments since inception (including conversions)
• Investment realization documents including M&A Agreements, Certificates of Dissolution, Letters of Transmittals, or other applicable documentation
• Expense support, including invoices for all expenses incurred during the current year to ensure accurate 1099s and audit preparedness
• W-9s for vendors that received payments during current year to ensure accurate 1099s are filed at the end of the year

4. Upload of capital account statements

Carta will:

• Set up allocation rules in the Carta platform (if entity allocations can be supported by Carta) and match the client's historical allocations on an inception-to-date basis through last year-end and current year quarters only
• When the Carta platform does not support Client’s allocations, Carta will upload:
  • All contributions and distributions by due date
  • All P&L/carry allocations on a ITD basis through last year end
  • All P&L/carry allocations on a quarterly basis during current year

Necessary documents or information you will provide Carta:(2)

• All capital call and distribution calculations including due dates and calculations broken out by investor (Excel)
• Inception to current year quarters breakdown of all the amounts allocated to each investor (Excel)
• Current year capital call and distribution notices sent to each investor (PDF)

5. Additional recommended documents:

These documents will allow us to better ensure accuracy during the onboarding of your entities. They will also allow us to respond to investor inquiries related to items delivered prior to our engagement.

If available, you will provide Carta:(2)

• Tax returns and K-1s since inception
• Capital call and distribution letters since inception
• Comprehensive list of all investment activity since inception including purchases, conversions, realizations, and the dates on which they occurred
• Net IRR and Deal IRR calculations when applicable (Excel)
• Financial statements and allocations since inception
• Individual investor capital account statements since inception
• W-9 for each US investor and W-8BEN for each foreign investor (PDF)
• Any Management Fee calculations, Interest Income / Receivables, or Prepaid Schedules where applicable (Excel)

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

Limited fund administration services during the implementation period may be provided on an exception basis only.