Compliance

1. Overview

RepInvest operates a private, pooled investment vehicle for a limited number of members. Rather than performing regulated functions in-house, RepInvest relies on established third parties for custody, investment management, identity verification, and payment processing. This page explains who does what.

2. Entity & Structure

• Entity: RepInvest, LLC — a limited liability company
• Purpose: To pool capital contributions from members and invest those funds through custodial, brokerage, or advisory accounts held at Morgan Stanley or its affiliates
• Operating business: None. The Company does not sell products or services and exists exclusively as a passive investment vehicle
• Management: Managed by its Managing Members in a strictly administrative capacity
• Tax treatment: Intended to be treated as a partnership for U.S. federal income tax purposes
• Governing law: State of Illinois

3. Regulatory Status

The Managing Members do not provide investment advice, tax advice, or legal advice. All investment selection, management, and execution is performed by Morgan Stanley or third-party managers selected by Morgan Stanley. Nothing on this Platform constitutes investment advice or a recommendation.

Investors confirm at onboarding that they are either an “Accredited Investor” as defined under Regulation D of the Securities Act of 1933, or a financially sophisticated investor capable of evaluating the merits and risks of this investment.

4. KYC & AML Program

Identity verification and anti-money-laundering screening are performed by Straddle, Inc. before any investor may transact. This program is designed to meet obligations under Section 326 of the USA PATRIOT Act, Customer Identification Program (CIP) rules, and FinCEN's Customer Due Diligence requirements.

• Identity verification against government and commercial data sources
• Screening against OFAC, PEP lists, global sanctions databases, and adverse media
• Ongoing monitoring for the duration of the investor relationship
• Transaction monitoring and fraud detection via Straddle's Watchtower service
• Document review (government-issued ID, proof of address) by fund administration

Investors who cannot be verified, or who are flagged by screening, may not deposit and may have their account restricted pending review.

5. Custody of Assets

Fund assets are custodied with Morgan Stanley Smith Barney LLC. RepInvest does not act as custodian of investor securities. Morgan Stanley acts as custodian, broker, and/or investment manager, and all investment decisions are made by Morgan Stanley or its designated managers.

Investors have no right to direct, veto, or influence specific investment decisions. Investor ownership is tracked in RepInvest's internal unit ledger, which is the source of truth for member balances.

6. Payment Compliance

ACH deposits and withdrawals are originated through Straddle, Inc., an embedded payment processor that handles payment processing and the associated payment-compliance obligations under applicable financial regulations, including NACHA rules.

• Every investor provides written ACH authorization via the Payment Services Agreement before any transaction is initiated
• Authorization records (date, time, and context of consent) are retained and can be produced on request
• Bank account ownership is verified through Plaid Technologies, Inc. prior to transacting
• Bank accounts are represented as tokenized Paykeys; full account and routing numbers are not stored by RepInvest

7. Data Protection

RepInvest is subject to federal and state laws governing personal and financial information, including the Gramm-Leach-Bliley Act (GLBA). Full detail is in our Privacy Policy.

• TLS 1.3 encryption in transit; AES-256 encryption at rest for sensitive data
• Role-based access controls limiting employee access on a need-to-know basis
• Social Security Numbers are transmitted to Straddle for verification and never stored in full — only the last four digits are retained
• Banking credentials are never shared with or stored by RepInvest

8. Recordkeeping & Audit Trail

RepInvest maintains an immutable, append-only audit log of material account and fund events, alongside an append-only unit ledger recording every issuance, redemption, and adjustment.

• Transaction records: retained a minimum of 7 years
• KYC documents: retained 5 years following termination of the relationship
• Audit logs: retained a minimum of 3 years
• Consent records (Payment Services Agreement and Investor Agreement acceptance): retained indefinitely
• NAV snapshots: recorded daily and immutable once written

9. Conflicts of Interest

Investors acknowledge and consent to potential conflicts, including that:

• The Managing Members may have other business interests
• Morgan Stanley may receive compensation from investments
• The Managing Members may hold other accounts with Morgan Stanley or similar investments

These conflicts are mitigated through transparent daily NAV pricing, an immutable audit trail, independent custody with Morgan Stanley, and a fee structure capped at 2% of the total amount invested per annum with no performance-based compensation unless separately disclosed in writing.

10. Compliance Contact

• Compliance & Legal: legal@joinrepinvest.com
• Privacy: privacy@joinrepinvest.com
• Support: support@joinrepinvest.com