# Introduction **What is SmartFunds?** SmartFunds SPV is a groundbreaking platform that combines tokenization technology with a fully compliant infrastructure to transform private markets. By leveraging our proprietary tokenization engine and comprehensive compliance stack—including SEC-registered Transfer Agent capabilities and partnerships with broker-dealers and ATS platforms—we enable seamless issuance, management, and secondary trading of tokenized securities. **Core Objectives** * Simplify the issuance and management of private market securities through tokenized SPVs. * Provide frictionless liquidity via compliant on-chain secondary markets. * Set a new standard for transparency, efficiency, and enable composability and innovation in private markets. # Key Features of SmartFunds **Tokenization of SPVs** SmartFunds integrates blockchain technology to tokenize LP interests in SPVs, enabling secure, transparent, and efficient ownership management. **Comprehensive Compliance Stack** * SPV Issuance: Legally structured and tokenized entities tailored for private market needs. Initially, SmartFunds offers a boilerplate Delaware LLC, Reg D offering that is suitable for many of the most common private markets transactions. * Transfer Agent Services: As an SEC-registered Transfer Agent, SmartFunds automates accurate ownership records and compliance oversight. * Secondary Trading Integration: Via partners with broker-dealers and ATS licensure, SmartFunds directly integrates with and facilitates regulatory-compliant on-chain secondary transactions, with near-instant settlement and low fees. **Streamlined Secondary Market Liquidity** Our solution minimizes friction in typical private market transactions, unlocking new opportunities for secondary trading of LP interests. **Separation of Financial Exposure and Governance Rights** Using a SmartSPV allows issuers to separate financial exposure from the governance rights embedded in the underlying security. This separation ensures that while financial interests can be transferred, governance control remains unaffected. **Access to New Liquidity Without Cap Table Impact** SmartFunds enable issuers to tap into fresh liquidity sources without relinquishing control of their cap table. By employing a SmartSPV to "wrap" existing securities, issuers transfer the SPV interest rather than the underlying security.

# How SmartFunds Works **Issuance: Creating a Tokenized SPV** 1. Setup: Define your investment objective and onboard investors. 2. Formation: Use SmartFunds to legally form and tokenize the SPV. 3. Funding: Pool investor capital into the SPV for the designated investment. **Management: Transfer Agent Role** As an SEC-registered Transfer Agent, SmartFunds: * Manages accurate records of ownership. * Oversees compliance with SEC regulations. * Handles corporate actions, dividends, and distributions. **Liquidity: On-Chain Secondary Trading** * LP interests are traded on compliant on-chain secondary markets via our broker-dealer and ATS partners. * Investors gain access to liquidity without manual brokerage processes, mitigating delays and counterparty risks. # Use Cases **For Founders** * **Simplified Cap Table Management:** Consolidate multiple investors into a single SPV to maintain a clean cap table. The Roll Up Vehicle, as invented by AngelList. **For Issuers** * **Efficient Liquidity Events and Tender Offers:** Enable controlled liquidity for early investors or employees without requiring complex approvals or processes. **For Early Stage Investors** * **Streamlined Deal and Fund Management:** Access user-friendly tools that simplify deal execution and fund management, reducing administrative burdens and allowing you to focus on investment strategies. * **Cost-Effective Fund Management with Integrated Secondary Market Access:** Benefit from the most affordable fund management solution, featuring built-in access to secondary markets when your investments mature, enhancing liquidity without additional complexities. **For Later Stage Investors** * **Enhanced Liquidity:** Trade LP interests on compliant secondary markets with near-instant settlement and low fees, unlocking new liquidity sources and simplifying exits when your investments mature. * **Global Accessibility:** Access U.S. private market deals globally by investing through a SmartSPV, enabling foreign investors to participate in opportunities previously out of reach. # Legal and Compliance Overview **Integrated Compliance Stack** 1. Tokenized Issuance: Transform legacy securities into tokenized LP interests via our Delaware LLC, Reg D offering. 2. Transfer Agent Services: Maintain regulatory-compliant ownership and transfer records. 3. Secondary Market Trading: Facilitate compliant on-chain transactions via licensed ATS platforms. **Regulatory Alignment** * SEC Registered Transfer Agent: Ensures compliance across all stages of the security lifecycle. * Broker-Dealer Partnerships: Supports seamless and secure, compliant trading. **Advantages Over Traditional Methods** * Reduces transaction time by >10X * Reduces transaction costs by \~10X * Reduces counterparty risk * Simplifies execution * Enhances trust and transparency in private markets. # Getting Started **Sign-Up and Onboarding** 1. Contact SmartFunds at to initiate an SPV 2. Create an account and fill out SPV details on the SmartFunds platform. 3. Provide required business and investment details for KYC/KYB. 4. Invite prospective investors to your deal. **Platform Navigation** * Access tools for SPV creation, tokenization, and trading via our investor portal. * Monitor your portfolio with detailed analytics and reporting. **Platform Investors** * Accredited investors who wish to access public dealflow on the SmartFunds platform should reach out to to start the simple KYC and accreditation check process. **Fees and Pricing** * Transparent pricing for SPV creation, transfer management, and secondary trading services, all of which are substantially lower than industry standards. See SmartFunds pricing model for more information. # SPV/Deal Manager Onboarding Guide We are excited to have you onboard as a deal manager on the SmartFunds platform. This guide walks you through the steps required to complete your onboarding process, including identity verification, entity formation, and setting up your SPV for investment. ### Step 1: Identity Verification (KYC/KYB) Before we create your legal entity, we need to verify your identity and business credentials through our compliance partners, Bridge and Persona. This is a standard Know Your Customer (KYC) and Know Your Business (KYB) process to ensure compliance with regulatory requirements. #### What You Need to Provide: * For Individual Verification (KYC): * Government-issued ID (passport, driver’s license, etc.) * Proof of address (utility bill, bank statement, lease agreement, etc.) * Selfie verification for identity matching * For Business Verification (KYB): * Business registration documents * EIN (Employer Identification Number) if applicable * List of beneficial owners (anyone owning 25% or more of the business) * Operating agreement or certificate of incorporation Once you submit these documents through our verification partners, the process typically takes 24-72 hours for approval. ### Step 2: SPV Information Form Once your identity is verified, we will provide you with a SmartFunds SPV Intake Form, which will capture key details about your investment vehicle. #### Information Required: * Deal Name & Description – A brief summary of the investment opportunity. * Deal Size – Total investment amount you seek to raise. * Closing Date – Expected closing date for the deal. * Wallet/Multisig Address – a recovery address for the SPV’s multisig * Additional Details – Including the deal manager’s name, address and contact details as well as the name of the SPV manager and the underlying investment entity This form ensures that we can set up the SPV according to your exact specifications. This process typically takes 10-15 minutes. ### Step 3: SPV Formation & Legal Filings Once your KYC/KYB is approved and the SPV details are confirmed, SmartFunds will create your legal entity and handle all necessary filings. #### What SmartFunds Handles for You: 1. Formation of the Legal Entity – SmartFunds will establish a Special Purpose Vehicle (SPV) under Delaware law. 2. Filing of Legal Documents – We will submit the necessary filings with the Delaware Secretary of State to ensure your entity is legally recognized. 3. SPV Setup on SmartFunds Platform – Your entity will be fully integrated into the SmartFunds Investor Portal, allowing you to manage your deal efficiently. This process typically takes 2 business days, depending on regulatory approvals. ### Step 4: Review & Sign SmartFunds Service Agreement Before you begin fundraising, you will need to review and electronically sign the SmartFunds Service Agreement. #### What’s Included in the Agreement? * SmartFunds' Role – Acting as the administrator of your SPV. * Administrative Services – Compliance, legal filings, investor onboarding, and fund management. * Fees & Pricing – Details on administrative and platform fees. Once signed, your SPV will be fully active on the SmartFunds platform. ### Step 5: Deal Manager Role Activation Upon legal entity formation and contract finalization, you will be designated as the manager of the deal on the SmartFunds Investor Portal. #### What This Allows You to Do: * Invite Prospective Investors – Use the platform’s tools to send invitations to potential * investors.Monitor Investor Subscriptions – View investor commitments in real-time. * Manage Closing Process – Track progress toward your fundraising goals. * Communicate with Investors – Send updates and important deal information. ### Step 6: Blue Sky Filings (State Compliance) SmartFunds will handle all Blue Sky Filings on behalf of the SPV manager. These are state-specific regulatory filings required for securities offerings. #### What This Means for You: * SmartFunds ensures compliance with all applicable state laws. * No additional action is required on your end – we handle the filings for you. * Filings are submitted on time to prevent regulatory delays. This ensures your offering remains fully compliant and ready for investor participation. ### Next Steps & Support Congratulations! Once these steps are completed, your SPV is live and ready for fundraising. * Need Help? If you have any questions during the onboarding process, our support team is available at or via our Twitter/X account * Ongoing Compliance & Management – SmartFunds continues to provide administrative support, ensuring smooth deal execution and investor communications.
# SmartSPV Investor Onboarding Guide: How to Invest in a Deal ### Step 1: Accept Your Invitation * You’ll receive an email invitation to invest in the SmartSPV. * Click the link in the email to begin onboarding. ### Step 2: Login To Review the Deal * Login using the invited email address
* Access the Deal Dashboard to view key investment details. * Download due diligence materials and assess the opportunity. * Once ready, to move forward with the investment, accept the invitation to invest and then click next to proceed.
### Step 3: Complete KYC & Accreditation * SmartFunds will verify your Know Your Customer (KYC) and Accreditation status. * If not pre-verified: * KYC: Click the provided link to complete verification via Bridge. * Accreditation: Complete verification through VerifyInvestor.com. * Once approved, click Next to proceed.
### Step 4: Input Your Investment Details * Select your investment amount and closing method (USDC or bank wire). * Review a breakdown of platform fees before proceeding. * These details will be used to generate your subscription documents.
### Step 5: Sign Investment Documents * Click "Create Docs" to generate your custom offering documents * Review the subscription agreement and related documents. * Sign electronically using the name from your KYC records (mismatches will be rejected). * Once signed, move to the closing process.
### Step 6: Fund Your Investment * Choose your payment method: * USDC: Connect your wallet (SmartSPVs operate on BASE blockchain). * Bank Wire: Receive automated wire instructions for your transfer. * Once the transaction is completed, your investment is tokenized automatically. ### Step 7: Completion & Confirmation * Once funds are received, your SmartSPV investment is finalized. * You will receive confirmation and tokenized ownership. #### Next Steps: * Monitor your investment on the platform. * SmartSPV’s secondary market will provide future liquidity options. # SmartSPV Pricing #### Date posted: December 1, 2024 #### This Pricing Policy outlines the fees and associated responsibilities for SmartFunds SPV services. #### SPVs have a number and variety of costs, and typically have complicated pricing models. We’ve tried to keep pricing as simple, straightforward and cheap as possible. #### All fees are denominated in USD and are effective as of the date specified in this document. *** **1. SPV Setup Fee** * #### Fee Amount: $3,000.00 * #### Description: This flat fee covers the setup and basic maintenance of the SPV. The SPV Setup Fee is non-refundable. If the SPV does not proceed or fails to raise sufficient capital, the deal manager is responsible for this fee. * #### Due Date: Fees deducted at the time of investor contribution. If the SPV does not raise its target goal, the remainder of fees owed is due within 60 days of SPV target close date. **2. Regulatory Filing Fee** * #### Fee Amount: $2,000.00 * #### Description: This fee covers state filings (Blue Sky fees) required for regulatory compliance. SmartFunds is responsible for any variation in actual fees beyond the $2,000.00 rate stated. * #### Due Date: Fees deducted at the time of investor contribution. If the SPV does not raise its target goal, the remainder of fees owed is due within 60 days of SPV target close date. **3. Investor Closing Fees** * #### Fee Amount: $100.00 per investor * #### Description: This fee covers Know Your Customer (KYC) and accreditation checks for each investor. Clients are responsible for providing accurate information for these checks; any additional costs due to inaccuracies are the responsibility of the client. * #### Due Date: Deducted at the time of each transaction. **4. Distribution Fee** * #### Rate: 1% of net capital distributions. * #### Description: This flat fee applies to all net capital distributed to investors. It is deducted from the distribution amount before payout. * #### Due Date: Deducted at the time of distribution. *** #### Additional Terms 1. #### Minimum SPV Requirement: A minimum SPV size of $50,000 is required for formation and maintenance. 2. #### Non-Refundable Fees: All fees due under this policy are non-refundable, regardless of whether the SPV successfully raises capital. 3. #### Late Payment Penalties: Payments not received by the due date are subject to a 1.5% monthly late fee, applied to the outstanding balance. 4. #### Amendments to Terms: SmartFunds reserves the right to amend this Pricing Policy as necessary. Clients will receive at least 30 days’ notice of any amendments. 5. #### Client Responsibilities: Clients are responsible for ensuring all information provided for regulatory, KYC, and accreditation purposes is accurate. Any costs associated with inaccuracies are the responsibility of the client.
# Frequently Asked Questions (FAQ) **Q: What makes SmartFunds SPVs unique?**\ A: SmartFunds combines tokenized issuance, Transfer Agent services, and compliant secondary trading to create a seamless private market experience. **Q: How do you ensure compliance with SEC regulations?**\ A: As an SEC-registered Transfer Agent, we oversee all ownership records and transactions, supported by partnerships with broker-dealers and ATS platforms. **Q: What types of securities can be tokenized?**\ A: Effectively any private security that can be domiciled in a Delaware LLC can be quickly and easily tokenized via a SmartSPV, especially if it can benefit from enhanced liquidity. # Support and Resources **Customer Support** * Reach out via email at or via our Telegram Channel at [t.me/SmartFundsXYZ](http://t.me/SmartFundsXYZ) **Resources** * Reg D Offering Documents . - open source for review * Telegram - [t.me/SmartFundsXYZ](http://t.me/SmartFundsXYZ) * Twitter/X: [x.com/\_SmartFunds\_](http://x.com/_SmartFunds_) # Glossary * SPV (Special Purpose Vehicle): A legal entity used to pool investments for a specific purpose. * LP (Limited Partner): An investor in an SPV with ownership rights. * Transfer Agent: A registered entity responsible for maintaining ownership records and processing transfers. * ATS (Alternative Trading System): A platform for trading securities outside traditional exchanges.