Common use of Audits and Reports Clause in Contracts

Audits and Reports. 15.2.1 The books, accounts and records of the Fund as of the end of each Fiscal Year shall be audited by the Auditor. Until the final liquidation of the Fund, the General Partner shall cause the Fund to prepare and provide to each Limited Partner the following: 15.2.1.1 within ninety (90) days after the end of each Fiscal Year (commencing after December 31 of the Fiscal Year of the Initial Closing Date), a financial report audited by the Auditor as of the end of such Fiscal Year, prepared in compliance with GAAP, which shall include, among other things, (i) the audited financial statements of the Fund, (ii) confirmation that the amounts of Management Fee and Carried Interest that have been distributed, the amount of Carried Interest retained in the Escrow Account pursuant to Section 14.7.2 and the amounts of any Fee Income applied to reduce the Management Fee in accordance with Section 8.4 (Management Fee Offset) are correct, and (iii) each Limited Partner’s closing Capital Account balance as of the end of such Fiscal Year; and 15.2.1.2 within forty-five (45) days after the end of each calendar quarter (commencing with the first full calendar quarter after the date of the first Drawdown), an unaudited report as of the end of such quarter made up in compliance with GAAP. 15.2.2 Each financial report provided to the Limited Partners pursuant to Section 15.2.1 shall be consistent with the requirements of the ILPA Reporting Template and consist of at least: 15.2.2.1 the assets and liabilities of the Fund as of the end of such Fiscal Year or calendar quarter, as appropriate; 15.2.2.2 the unaudited financial statements of the Fund for the relevant quarter; 15.2.2.3 the Value of each Portfolio Investment; 15.2.2.4 the net profit or net loss of the Fund for such Fiscal Year or calendar quarter, as appropriate; 15.2.2.5 a detailed description of all Fund Expenses paid by or on behalf of the Fund (i) during the relevant Fiscal Year, and (ii) since the Initial Closing Date; 15.2.2.6 the amount of any Reserves; 15.2.2.7 each Limited Partner’s closing Capital Account balance as of the end of the relevant quarter; and 15.2.2.8 the amount of debt for which the Fund generally, and any Portfolio Investment particularly, is directly or indirectly encumbered, as well as whether or not any such debt is recourse to the Fund or to a Portfolio Company or is cross collateralized among other investments or vehicles managed by any Interested Person. 15.2.3 The General Partner shall provide to each Limited Partner, together with the financial reports described in Section 15.2.1: 15.2.3.1 descriptive investment information with respect to each Portfolio Company; 15.2.3.2 the results of operations of each Portfolio Company; 15.2.3.3 any reporting on environmental, social and governance risks and opportunities in the Fund as deemed appropriate by the General Partner or as requested by such Limited Partner; 15.2.3.4 a report on the status and performance of the Fund and each of the Portfolio Investments containing a confirmation of (i) the aggregate amount of the unreturned Capital Contribution, and (ii) the Remaining Commitment, of such Limited Partner; and 15.2.3.5 a report of the total debt and credit in use by the Fund, including with respect to any Credit Facility: (a) the balance and percentage of total outstanding uncalled capital; (b) the number of days outstanding of each Drawdown; (c) the current use of the proceeds from such Credit Facility; (d) the net internal rate of return with and without the use of the Credit Facility; (e) terms of the Credit Facility (including but not limited to any upfront fees as well as drawn and undrawn fees); (f) costs to the Fund (including but not limited to interest and fees); and (g) any such further information as the General Partner shall deem appropriate. 15.2.4 Within 120 days of the end of each fiscal year, the chief financial officer or comparable officer of the General Partner or the Fund Manager shall provide to each Limited Partner a letter executed by such officer certifying that to such person’s knowledge (a) the annual audited financial statements provided to the Limited Partner fairly present in all material respects the financial condition of the Fund as of such date, (b) the General Partner has no knowledge of the existence of any material breach of this Agreement or any other agreement to which the Fund is a party or of any breach of fiduciary duties, and (c) all distributions by the Fund to the Limited Partners have been made in accordance with this Agreement. 15.2.5 The General Partner shall use reasonable efforts to provide to each Limited Partner such other information as is reasonably requested by such Limited Partner for any purpose reasonably related to such Limited Partner’s interest as a Limited Partner, including access to the Fund’s administrators and the Auditor and any information they possess with respect to the Fund. In addition, the General Partner shall, at the request of a Limited Partner, use its best efforts to provide such Limited Partner with any other information related to the General Partner or the Fund or its Portfolio Investments that such Limited Partner is required to provide by that Limited Partner’s governing authorities.

Audits and Reports. 15.2.1 The books, accounts and records of the Fund as of the end of each Fiscal Year shall be audited by the Auditor. Until the final liquidation of the Fund, the General Partner shall cause the Fund to prepare and provide to each Limited Partner the following:following:‌ 15.2.1.1 within ninety (90) days after the end of each Fiscal Year (commencing after December 31 of the Fiscal Year of the Initial Closing Date), a financial report audited by the Auditor as of the end of such Fiscal Year, prepared in compliance with GAAP, which shall include, among other things, (i) the audited financial statements of the Fund, (ii) confirmation that the amounts of Management Fee and Carried Interest that have been distributed, the amount of Carried Interest retained in the Escrow Account pursuant to Section 14.7.2 14.7.3 and the amounts of any Fee Income applied to reduce the Management Fee in accordance with Section 8.4 (Management Fee Offset) are correct, and (iii) each Limited Partner’s closing Capital Account balance as of the end of such Fiscal Year; and 15.2.1.2 within forty-five (45) days after the end of each calendar quarter (commencing with the first full calendar quarter after the date of the first Drawdown), an unaudited report as of the end of such quarter made up in compliance with GAAP. 15.2.2 Each financial report provided to the Limited Partners pursuant to Section 15.2.1 shall be consistent with the requirements of the ILPA Reporting Template and consist of at least: 15.2.2.1 the assets and liabilities of the Fund as of the end of such Fiscal Year or calendar quarter, as appropriate; 15.2.2.2 the unaudited financial statements of the Fund for the relevant quarter; 15.2.2.3 the Value valuations of each Portfolio Investment; 15.2.2.4 the net profit or net loss of the Fund for such Fiscal Year or calendar quarter, as appropriate; 15.2.2.5 a detailed description of all Fund Expenses paid by or on behalf of the Fund (i) during the relevant Fiscal Year, and (ii) since the Initial Closing Date; 15.2.2.6 the amount of any Reserves; 15.2.2.7 each Limited Partner’s closing Capital Account balance as of the end of the relevant quarter; and 15.2.2.8 the amount of debt for which the Fund generally, and any Portfolio Investment particularly, is directly or indirectly encumbered, as well as whether or not any such debt is recourse to the Fund or to a Portfolio Company or is cross collateralized among other investments or vehicles managed by any Interested Person. 15.2.3 The General Partner shall provide to each Limited Partner, together with the financial reports described in Section 15.2.1: 15.2.3.1 descriptive investment information with respect to each Portfolio Company; 15.2.3.2 the results of operations of each Portfolio Company; 15.2.3.3 any reporting on environmental, social and governance risks and opportunities in the Fund as deemed appropriate by the General Partner or as requested by such Limited Partner; 15.2.3.4 a report on the status and performance of the Fund and each of the Portfolio Investments containing a confirmation of (i) the aggregate amount of the unreturned Capital Contribution, and (ii) the Remaining Commitment, of such Limited Partner; and 15.2.3.5 a report of the total debt and credit in use by the Fund, including with respect to any Credit Facility: (a) the balance and percentage of total outstanding uncalled capital; (b) the number of days outstanding of each Drawdown; (c) the current use of the proceeds from such Credit Facility; (d) the net internal rate of return with and without the use of the Credit Facility; (e) terms of the Credit Facility (including but not limited to any upfront fees as well as drawn and undrawn fees); (f) costs to the Fund (including but not limited to interest and fees); and (g) any such further information as the General Partner shall deem appropriate. 15.2.4 Within 120 days of the end of each fiscal year, the chief financial officer or comparable officer of the General Partner or the Fund Manager shall provide to each Limited Partner a letter executed by such officer certifying that to such person’s knowledge (a) the annual audited financial statements provided to the Limited Partner fairly present in all material respects the financial condition of the Fund as of such date, (b) the General Partner has no knowledge of the existence of any material breach of this Agreement or any other agreement to which the Fund Partnership is a party or of any breach of fiduciary duties, and (c) all distributions by the Fund to the Limited Partners have been made in accordance with this Agreement. 15.2.5 The General Partner shall use reasonable efforts to provide to each Limited Partner such other information as is reasonably requested by such Limited Partner for any purpose reasonably related to such Limited Partner’s interest as a Limited Partner, including access to the Fund’s administrators and the Auditor and any information they possess with respect to the Fund. In addition, the General Partner shall, at the request of a Limited Partner, use its best efforts to provide such Limited Partner with any other information related to the General Partner or the Fund or its Portfolio Investments that such Limited Partner is required to provide by that Limited Partner’s governing authorities.

Audits and Reports. 15.2.1 The books, accounts and records of the Fund as of the end of each Fiscal Year shall be audited by the Auditor. Until the final liquidation of the Fund, the General Partner shall cause the Fund to prepare and provide to each Limited Partner the following:following:‌ 15.2.1.1 within ninety (90) days after the end of each Fiscal Year (commencing after December 31 of the Fiscal Year of the Initial Closing Date), a financial report audited by the Auditor as of the end of such Fiscal Year, prepared in compliance with GAAP, which shall include, among other things, (i) the audited financial statements of the Fund, (ii) confirmation that the amounts of Management Fee and Carried Interest that have been distributed, the amount of Carried Interest retained in the Escrow Account pursuant to Section 14.7.2 and the amounts of any Fee Income applied to reduce the Management Fee in accordance with Section 8.4 (Management Fee Offset) are correct, and (iii) each Limited Partner’s closing Capital Account balance as of the end of such Fiscal Year; and 15.2.1.2 within forty-five (45) days after the end of each calendar quarter (commencing with the first full calendar quarter after the date of the first Drawdown), an unaudited report as of the end of such quarter made up in compliance with GAAP. 15.2.2 Each financial report provided to the Limited Partners pursuant to Section 15.2.1 shall be consistent with the requirements of the ILPA Reporting Template and consist of at least: 15.2.2.1 the assets and liabilities of the Fund as of the end of such Fiscal Year or calendar quarter, as appropriate; 15.2.2.2 the unaudited financial statements of the Fund for the relevant quarter; 15.2.2.3 the Value valuations of each Portfolio Investment; 15.2.2.4 the net profit or net loss of the Fund for such Fiscal Year or calendar quarter, as appropriate; 15.2.2.5 a detailed description of all Fund Expenses paid by or on behalf of the Fund (i) during the relevant Fiscal Year, and (ii) since the Initial Closing Date; 15.2.2.6 the amount of any Reserves; 15.2.2.7 each Limited Partner’s closing Capital Account balance as of the end of the relevant quarter; and 15.2.2.8 the amount of debt for which the Fund generally, and any Portfolio Investment particularly, is directly or indirectly encumbered, as well as whether or not any such debt is recourse to the Fund or to a Portfolio Company or is cross collateralized among other investments or vehicles managed by any Interested Person. 15.2.3 The General Partner shall provide to each Limited Partner, together with the financial reports described in Section 15.2.1: 15.2.3.1 descriptive investment information with respect to each Portfolio Company; 15.2.3.2 the results of operations of each Portfolio Company; 15.2.3.3 any reporting on environmental, social and governance risks and opportunities in the Fund as deemed appropriate by the General Partner or as requested by such Limited Partner; 15.2.3.4 a report on the status and performance of the Fund and each of the Portfolio Investments containing a confirmation of (i) the aggregate amount of the unreturned Capital Contribution, and (ii) the Remaining Commitment, of such Limited Partner; and 15.2.3.5 a report of the total debt and credit in use by the Fund, including with respect to any Credit Facility: (a) the balance and percentage of total outstanding uncalled capital; (b) the number of days outstanding of each Drawdown; (c) the current use of the proceeds from such Credit Facility; (d) the net internal rate of return with and without the use of the Credit Facility; (e) terms of the Credit Facility (including but not limited to any upfront fees as well as drawn and undrawn fees); (f) costs to the Fund (including but not limited to interest and fees); and (g) any such further information as the General Partner shall deem appropriate. 15.2.4 Within 120 days of the end of each fiscal year, the chief financial officer or comparable officer of the General Partner or the Fund Manager shall provide to each Limited Partner a letter executed by such officer certifying that to such person’s knowledge (a) the annual audited financial statements provided to the Limited Partner fairly present in all material respects the financial condition of the Fund as of such date, (b) the General Partner has no knowledge of the existence of any material breach of this Agreement or any other agreement to which the Fund Partnership is a party or of any breach of fiduciary duties, and (c) all distributions by the Fund to the Limited Partners have been made in accordance with this Agreement. 15.2.5 The General Partner shall use reasonable efforts to provide to each Limited Partner such other information as is reasonably requested by such Limited Partner for any purpose reasonably related to such Limited Partner’s interest as a Limited Partner, including access to the Fund’s administrators and the Auditor and any information they possess with respect to the Fund. In addition, the General Partner shall, at the request of a Limited Partner, use its best efforts to provide such Limited Partner with any other information related to the General Partner or the Fund or its Portfolio Investments that such Limited Partner is required to provide by that Limited Partner’s governing authorities.