Last updated on April 1, 2023
Exhibit A - Base Services
Online Investor Portal - Co-branded Portal that includes the following capabilities:
- Allow visitors to create a user account, set password to access the Investor Portal.
- Allow registered users to review deals and investment opportunities.
- Allow registered users to send in soft commits on deals
- A registration process that allows converting a potential investor into a client
- Running an automated ID check on investor’s ID
- Running a background know your customer (KYC)/anti-money laundering (AML) check
- Uploading accreditation letters for verification & tracking their expiration dates
- Review & electronically sign the Fund’s legal documents
- Specify how capital will be delivered to the Fund
- Allow registered users and Fund Investors to electronically sign individual deal disclosures if necessary
- Allow Fund Investors to view their account dashboard page, portfolio details page, fund transactions, completed investments page and available investments.
- Allow Fund Investors to make soft commits or investment requests into opportunities
- Allow Fund Investors to view their account including ability to edit profile, reset password, review fund legal documents and download copies of tax documents.
Sponsor Portal – ability for sponsor to manage key aspects of their operations without support from the Company:
- Management Dashboard – ability to view key aspects of the Fund status
- Manage Investors
- Create new investments & factionalize the investment
- Allocate fractionalized investment slices to Investors
- Allocate pro-rata share of earnings to Investors for fractionalized investment slices
- Manage fund documents
- Manage product documents
- Manage Investor documents
- Manage fund expenses
Exhibit B - Service Level Terms
The Portal shall be available 99.9% of the time, measured monthly, excluding holidays and weekends and scheduled maintenance. If Sponsor requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third-party connections or utilities or other reasons beyond Company’s control will also be excluded from any such calculation. Sponsor's sole and exclusive remedy, and Company's entire liability, in connection with Service availability shall be that for each period of downtime (beyond the allowed downtime) lasting longer than one hour, Company will credit Sponsor 5% of Base Service Fees for each period of 60 or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Sponsor (with notice to Company) recognizes that downtime is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, Sponsor must notify Company in email the request for downtime credit. Such credits shall not be cumulative beyond a total of credits for one (1) week of Base Service Fees in any one (1) calendar month in any event. Company will only apply a credit to the month in which the incident occurred. Company’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement. In the event of a data breach, the Company will notify the Sponsor within 72 hours after breach is discovered by the Company.
Exhibit C - Support Terms
Company will provide Technical Support to Sponsor via both telephone and electronic mail on weekdays during the hours of 9:00 am through 9:00 pm Pacific time, with the exclusion of Federal Holidays (“Support Hours”).
Sponsor may initiate a request by calling Company at 844-917-3929 or by emailing firstname.lastname@example.org.
Company will use commercially reasonable efforts to respond to requests as follows.
1) 1-2 business days to respond to any Investor Portal and Account issues
2) 2-3 business days for new products to be available to Investors
3) 4-5 business days for back office operations issues
Exhibit D - Premium Services
The Company currently offers the following Premium Services at the time of this Agreement. Additional Premium Services may be offered in the future and the Company will notify the Sponsor when such Premium Services are available. The Sponsor is not obligated to use any of the below services. Each service will be billed on an individual, as used basis. The prices listed below are current prices and the Company can adjust these prices at any time and/or may waive premium service fees for certain customers after they reach new pricing tiers.
The Company can handle the accreditation verification check of Investors during onboarding process for Sponsor’s Fund and for any renewal as requested by the Sponsor.
$10 + actual cost of verification for each investor verification
State Blue Sky Filings:
The Company can file the state blue sky electronic filing for the Sponsor’s Fund when an investor is onboarded from a new state. The service is limited to states that permit blue sky electronic filings.
$50 + actual cost of the blue-sky electronic filing
Background checks on Sponsor team:
The Company may run background checks annually on the sponsor team or at any time it believes a need has arisen to reverify a member of the sponsor team. The Company will inform the Sponsor prior to running the background check.
$100 per check
Form D Updates / Annual Filings:
The Company can file any Form D amendments as well as the annual Form D update for the Sponsor’s Fund.
$200 + actual costs incurred for the filing
Exhibit E - Legal Services
The Company has partnered with legal firms that specialize in fund offerings to provide a turn-key solution for setting up a private fund to utilize with Company’s platform.
Below is a high-level summary of the services provided by our attorney network as part of fund setup.
Company does not receive any referral fees or compensation from the legal firms in our network for providing this service.
Legal fees are generally separate and will be paid directly to the legal firm. The fees will be finalized at time of engagement directly with the legal firm you will be utilizing in their retainer agreements. In some cases, Avestor has partnered with a membership training program where that program is subsidizing a portion of the legal costs. The sponsor will be disclosed this arrangement when it applies.
Fund set up generally includes the following:
1. Company introduction to attorney specializing in fund creation
2. Advising calls with attorney specializing in fund creation
3. Forming of necessary business entities for the fund and the management LLC
4. Private Placement Memorandum based on Company’s framework
5. Subscription Agreement based on Company’s framework
6. File necessary SEC Regulation D documents
The service level agreement with the attorney will provide the final details on their services.
Exempt Reporting Adviser
Depending on the type of fund, you may be required to setup as an exempt reporting adviser in your operating state. Company has negotiated an agreement with a 3rdparty provider to assist us in this setup.