The following AngelList Fund Administration Terms (these "AngelList Fund Administration Terms") are a legally binding agreement between you ("Fund Manager" or "you") and us ("AngelList," the "Company," "us," or "we") that modify and supplement the Master Services Agreement, the terms and conditions of which are hereby expressly incorporated by reference, and together with the Master Services Agreement, collectively governs AngelList's provision of Fund Administration Services (as defined in the Master Services Agreement) to your Fund(s). Capitalized terms used in these AngelList Fund Administration Terms, but not defined herein have the meanings given to such terms in the Master Services Agreement. In the event of any conflict or inconsistency between these AngelList Fund Administration Terms and the Master Services Agreement, the applicable terms of these AngelList Fund Administration Terms will control with respect to AngelList's provision of the Fund Administration Services.
1. Fund Administration Services
AngelList shall provide the Fund Administrative Services as described in the Engagement Letter (including any referenced scopes of service in such Engagement Letter (the "Scopes of Service") by and between the Fund Manager and AngelList or, in the event that the Fund Manager does not have an Engagement Letter applicable to the relevant vehicle, as described on the AngelList Platform.
Notwithstanding anything to the contrary herein, the Fund Manager acknowledges that AngelList may use Subcontractors to perform the Fund Administration Services, provided, however, that AngelList remains responsible for such Subcontractors' provision of the Services.
The Fund Manager acknowledges that the Fund Administration Services are administerial and non-discretionary in nature and that, in providing the Fund Administration Services, no fiduciary relationship is created between the Fund and AngelList, and that AngelList is not providing any services hereunder relating to the management, investment advisory, or sub-advisory functions of the Fund, nor is it providing legal advice or services, public accounting or auditing services or advice, tax advice, or other other services normally performed by counsel, auditors or tax advisers. Nothing herein shall be construed to create an attorney-client relationship between the Fund and AngelList. The Fund acknowledges that AngelList does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on your behalf or on behalf of the Fund, other than those specifically agreed to hereunder.
The Fund Manager acknowledges that the Scopes of Service may be subject to change at AngelList's sole discretion. The Scopes Services shall not be increased as a result of new or revised regulatory or other requirements that may become applicable with respect to the Fund, unless explicitly agreed to by AngelList. Any such increase in the Scopes of Service may require an additional fee payable to AngelList.
2. Authorized Persons
All Fund Administration Services provided by AngelList hereunder will be discharged in strict accordance with these terms and, when applicable, with the exercise of AngelList's reasonable and prudent business judgment, under the direction of the Fund Lead, General Partner and designated Authorized Persons (as defined below) and, when applicable, with the exercise of AngelList's reasonable and prudent business judgment.
| Fund | Authorized Persons |
|---|---|
| Platform-Advised Funds | General Partner (Fund GP, LLC), Investment Adviser (Platform Advisor, LLC), Fund Lead, Sub-Adviser |
| Self-Advised Funds | General Partner, Fund Manager |
Authorized Persons shall also include agents and other representatives of the Fund or Authorized persons of the Fund identified above, including, without limitation, third-party service providers such as legal counsel and tax advisors authorized to act on behalf of the Fund.
Fund Administration Services provided by AngelList shall be performed under the direct oversight of the Fund through its General Partner and any Authorized Persons. AngelList and its Subcontractors shall rely on instructions received from any Authorized Person with respect to the provision of the Fund Administration Services and shall not be liable for any action or inaction taken by AngelList (or any of its Subcontractors) at the direction of an Authorized Person.
The Fund Manager shall cause the Fund and any other service providers to the Fund to cooperate with AngelList and to provide AngelList, upon request, with such information, documents and advice relating to the Fund as is within the possession or knowledge of such persons, and which in the reasonable opinion of AngelList, is necessary in order to enable AngelList to perform its duties hereunder. The Fund acknowledges that AngelList shall not be responsible for, under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy, validity or propriety of any information, documents or advice provided to AngelList by any of the aforementioned persons and that AngelList shall not be liable for any loss, damage or expense resulting from or arising out of the failure of the Fund or any of its Authorized Persons to cause any information, documents or advice to be provided to AngelList as provided herein and shall be held harmless by the Fund when acting in reliance upon such information, documents or advice relating to the Fund, except where such loss, damage or expense is related to AngelList's negligence, willful misconduct, reckless disregard of its obligations or duties hereunder or bad faith. The Fund further acknowledges that AngelList shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third-party service providers engaged by the Fund, or by any affiliate of the Fund or by any other third-party service provider to the Fund. In the event that any services performed by AngelList hereunder rely, in whole or in part, upon information obtained from a third party service utilized or subscribed to by AngelList which AngelList in its reasonable judgment deems reliable, AngelList shall not have any responsibility or liability for, be under any duty to inquire into, or be deemed to make any assurances with respect to, the accuracy or completeness of such information.
3. Fund Formation and Ratification
The Fund Manager authorizes AngelList to form the Fund and shall cause the Fund to ratify any corporate actions taken by AngelList to effect the intentions of this agreement prior to the parties entering into the Master Services Agreement, including, without limitation, actions taken related to the formation of the Fund. Upon formation of the Fund, the Fund shall be deemed a party to the Master Services Agreement.
4. Fund Documents
The Fund Manager may use AngelList's form documents or may provide its own documents, which may include, without limitation, a limited partnership agreement, subscription agreements (and any other documents necessary to facilitate investor closings), other formation documents for the Fund (the "Fund Documents"). The Fund Manager and the Fund shall not rely upon AngelList with respect to the form or substance of the Fund Documents and is encouraged, at its own separate expense, to obtain an independent legal review of the Fund Documents and.
If the Fund Manager chooses to use AngelList's form Fund Documents, the Fund Manager shall review and confirm that the form Fund Documents provided by AngelList work for its purposes and the Fund Manager acknowledges that it is solely responsible for the contents of the Fund Documents once confirmed. The Fund Manager acknowledges that the provision of any form documents by AngelList shall not constitute legal advice of any kind.
5. Platform-Advised Funds
For Funds for which Platform Advisor, LLC serves as Investment Adviser (a "Platform-Advised Fund"), Platform Advisor, LLC shall be entitled to five percent (5%) of the carried interest of that Fund as compensation for the advisory services provided by that entity to the Fund. Platform Advisor, LLC may waive all or a portion of its carried interest at its discretion, including waiving any carried interest on capital commitments sourced through the Fund Manager's personal network and not considered Platform Capital (such determination made at Platform Advisor, LLC's discretion).
6. Fund Fees and Expenses
All fees or costs charged by AngelList for the Fund Administration Services or other professional or software services received by the Fund shall be borne by the Fund. AngelList shall have no liability with respect to such fees or charges, including any increases in, or additions to, such fees or charges related directly or indirectly to the services described herein or the performance by AngelList of its duties hereunder. AngelList shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by any third-party service providers engaged by the Fund, or by any affiliate of the Fund or by any other third-party service provider to the Fund.
7. Term and Termination
AngelList shall provide the Fund Administration Services as described herein and in the MSA through the earlier of (i) the life of the relevant Fund, (ii) the ten (10) year anniversary of the Fund's initial closing date, or (iii) the termination of this Agreement pursuant to this Paragraph 7. Fund Manager acknowledges that should the life of the Fund exceed the term originally contemplated in its Fund Documents, AngelList shall have no obligation to provide Fund Administration Services beyond ten (10) years from the initial closing date. Any extension of Fund Administration Services beyond this period may be subject to mutually agreed-upon terms, including potential adjustments to fees.
Either Party may terminate the agreement to provide Fund Administration Services related to a Fund at any time upon six (6) months prior written notice to the other Party. Upon such termination, the annual fee paid to AngelList for such fiscal year shall be prorated accordingly and the Fund shall pay AngelList the prorated amount of the annual fee for such fiscal year together with any expenses payable as of the termination date to AngelList as soon as reasonably practicable.
8. Indemnification
Indemnification by Fund Manager. Fund Manager shall indemnify and hold harmless AngelList, its affiliates, the respective directors, officers, agents and employees of AngelList (AngelList and each such entity or person hereinafter referred to as an "Indemnified Person") from and against any losses, claims, damages, judgments, assessments, costs and other liabilities reasonably incurred by or imposed upon the Indemnified Person in arising: (i) from acts or omissions that are the result of Manager's fraud, gross negligence or willful misconduct in the performance of or failure to perform its obligations hereunder, except where such performance or failure to perform was at AngelList's direct instruction; (ii) from Manager's violation of any material term of the Agreement; (iii) from Manager's violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) from Manager's violation of any law, rule or regulation of the United States or any other country, (v) the facilitation of any Fund Administration Services as directed by the Fund Manager, including, but not limited to, the processing and reimbursement of fund expenses or the facilitation of investment deployments, (vi) from Fund Manager's custodying of digital assets, and (vii) in respect of any interest in the Fund, unless such claim results primarily from AngelList's gross negligence or willful misconduct, and will reimburse each Indemnified Person for all reasonable and documented out-of-pocket fees and expenses as they are incurred in investigating, preparing, pursuing or defending any claim, action, proceeding or investigation, in connection with pending or threatened litigation to which the Indemnified Person is a party and brought by a third party (collectively, "Actions"); and (viii) from any acts, omissions, advice, or status of any adviser, manager, or other person (each an "Adviser"), engaged by or operating under the direction of any Self-Advised Fund, its General Partner and/or Fund Manager, that is not registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and/or purports to rely on an exemption or exclusion from registration thereunder (including, without limitation, any exemption under Section 203(b) or 203(m) of the Advisers Act or any analogous state law exemption), including but not limited to: (A) any allegation, claim, or determination that any such Adviser was required to be registered under the Advisers Act or under any applicable state securities law; (B) any enforcement, examination, investigation, or proceeding by any governmental or self-regulatory authority relating to any such Adviser's status, conduct, or registration (or lack thereof); and (C) any acts, omissions, or advice of any such Adviser in connection with or arising from its engagement with or operation of the Fund; provided, however, no indemnification shall be provided with respect to matters as to which the Indemnified Person shall have been adjudicated with respect to any Action: (i) not to have acted in good faith, (ii) to have acted with gross negligence or willful misconduct, or (iii) to have acted in violation of this Agreement. If any term, provision, covenant or restriction contained in this provision is held by a court of competent jurisdiction or other authority by judgment or order, to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions contained in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
For the avoidance of doubt, to the extent that the immediately preceding paragraph conflicts with any other indemnification obligations applicable to Fund Manager, the indemnification obligation with the broadest coverage in favor of AngelList shall apply.
Indemnification by AngelList. AngelList shall indemnify and hold harmless Fund Manager and its affiliates, respective partners, members, stockholders, general partners, managing directors, officers, directors, trustees, employees or agents, and each other person, if any, controlling the Fund or any of their affiliates, from and against any and all third party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys' fees) arising: (i) from acts or omissions that are the result of AngelList's fraud, gross negligence or willful misconduct in the performance of or failure to perform its obligations hereunder, except where such performance or failure to perform was at Fund Manager's direct instruction; (ii) from AngelList's violation of any material term of the Agreement; (iii) from AngelList's violation of any thirdparty right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; and (iv) from AngelList's violation of any law, rule or regulation of the United States or any other country, and AngelList will reimburse Fund Manager for all reasonable and documented out-of-pocket fees and expenses as they are incurred in investigating, preparing, pursuing or defending any claim, action, proceeding or investigation, in connection with pending or threatened litigation to which Fund Manager is a party and brought by a third party (collectively, "Actions"); provided, however, no indemnification shall be provided with respect to matters as to which Fund Manager shall have been adjudicated with respect to any Action: (i) not to have acted in good faith, (ii) to have acted with gross negligence or willful misconduct, or (iii) to have acted in violation of this Agreement.
9. Confidentiality
AngelList and Fund Manager agree to maintain the confidentiality of any non-public information shared in the course of providing Fund Administration Services. Neither party shall disclose such information except to those with a need to know, subject to similar confidentiality obligations.
10. Miscellaneous
Nothing in these AngelList Fund Administration Terms shall limit or restrict AngelList, any AngelList affiliate or any officer or employee thereof from acting for or with any third parties, and providing services similar or identical to some or all of the services provided hereunder to any other person or party.
The Fund Manager acknowledges that AngelList does not provide custody solutions or services for digital assets or cryptocurrencies. The Fund Manager shall solely be responsible for the custodying of, and any related services (which may include on-chain accounting, if determined to be necessary) for, any digital assets.
If any part of these Fund Administration Terms is found, or deemed by a court of competent jurisdiction, to be invalid or unenforceable, that part shall be severed from the remainder of these Fund Administration Terms.
AngelList reserves the right, at our sole discretion, to modify, update, or replace these AngelList Fund Administration Terms at any time. Such changes will become effective upon providing notice to you, which may include posting the updated AngelList Fund Administration Terms on our website or through other appropriate communication channels. Your continued use of our services after the effective date of any changes constitutes your acceptance of the revised Terms.