Fund Information for Quarterly, Semi-Annual, and Annual Reports to Investor

Version 4.02 February 2019

The General Partner on behalf of the Partnership shall furnish to Investor the following information. To the extent that the terms “General Partner” and “Partnership” are not applicable to the structure of the entity into which Investor has invested, the correct terms (such as “manager” and “company”) shall be substituted accordingly. If a timeframe is not explicitly stated, the information is due 30 days after the end of the quarter.

1. Partnership-level information. Quarterly unaudited information and annual audited financial numbers within one hundred and twenty (120) days of the end of each fiscal year; these statements should include:

  • a qualitative description of the material events of the preceding quarter including new investments, investment exits, positive and negative progress with investments, market condition changes, and anything else which might impact the performance of the Partnership and its investments;
  • unaudited financial statements for the fund for the preceding quarter
  • capital account statement for the Investor, including all changes to the Investor’s remaining Capital Commitment
  • disclosure of any guarantees made and/or leverage incurred by the Partnership (including the amount and term)
  • all fees and expenses charged to portfolio companies by the Partnership, the General Partner, the Management Company or any Affiliate thereof
  • all carried interest distributions allocated and paid to the General Partner during the previous period
  • any material fees and expenses that have been allocated to the investment basis of portfolio companies (for purposes of calculating distributions)
  • A list of all investments made, by category groupings (determined at the discretion of the Partnership to clarify reporting, such as “Venture Positions” “Mezz-only positions”, or “FinTech companies”, etc.)
    • fully realized investments, classified as write-offs or acquisitions or cash recovery on shutdown or cash return via any merger, reorganization, or initial public offering or other exit event
    • partially realized investments
    • unrealized investments
  • for each investment and for totals across categories the following shall be specified:
    • total amount invested
    • date of first investment
    • date sold or last valued externally
    • realized value
    • unrealized value
    • estimated current fair market value as determined by completed 3rd party financing events (follow-on financing with markup or mark down) consistent with the Partnership’s valuation reporting policy
    • markup multiple on investment (if applicable)
    • Gross IRR (in currency of investment)
    • Net IRR calculations for each category group
  • within 60 days after the end of each fiscal year, deliver digital copies of the IRS Schedule K-1 tax report (including form 1065) for the Investor (or such other tax report as may be agreed by the parties)

2. Portfolio performance information. Quarterly and annual data for each portfolio investment shall include:

  • Previous quarter’s gross revenue
  • Previous quarter’s EBITDA
  • Current annualized revenue run rate
  • Gross margin (including year over-year-growth %)
  • Top 5 key performance indicators agreed by the Company and Investor, such as # customers, # suppliers, daily active users, monthly users, etc.

3. Portfolio impact and E&S information. Annual and semi-annual information shall include:

  • within 60 days after the end of each half year ending June 30th and December 31st, provide underlying data for the report of Partnership’s Fund-level aggregate impact metrics and E&S results for the preceding semi-annual period using IRIS coding developed by the GIIN, and
  • with 75 days after the end of each calendar year, provide digital copies (PDF format) of the report of Partnership’s Fund-level aggregate impact metrics and E&S results for the preceding year
  • each semi-annual report shall include for each portfolio company the E&S categorization (as defined in the Partnership’s Impact and E&S Policy) as well as an indication of “Qualifying Impact Categorization” (such as A-4 or B-3) as further specified in section 5 below

4. Passive Foreign Investment Companies (PFIC). While PFIC rules are not anticipated to impact Portfolio Companies, the General Partner on behalf of the Partnership shall furnish to Investor, at the end of each Fiscal Year of the Partnership, the following information for  any companies potentially generating passive foreign income tax liabilities:

  • Portfolio Company Name
  • Legal entity name of the Portfolio Company
  • Internal revenue service or equivalent identification number (if applicable)
  • Registered office location of the Portfolio Company
  • Currency of investment
  • Portfolio Company income which shall include gross income, passive income, and passive income percentage
  • Portfolio Company assets which shall include total assets, passive assets, passive asset percentage, estimated fair market value (USD) based on the Partnership’s percentage of ownership, and passive percentage based on estimated fair market value
  • Identifying if passive income for the Portfolio Company amounts to greater than 75% of gross income
  • Identifying if passive assets are greater than 50% of total assets
  • Information regarding shareholding of the Partnership in the Portfolio Company
  • Number of shares held by the Partnership at the beginning of the fiscal year
  • Number of shares held by the Partnership at the end of the fiscal year
  • Number of new shares acquired by the Partnership in the fiscal year
  • Cost basis of the shares held by the Partnership
  • Stock exchange price at the end of the fiscal year (if applicable)

The Investor will provide the General Partner with above and any other reasonable information required to conduct a gross income test and passive asset test.

5. Impact Classification. To support Investor’s reporting to Investor’s impact-focused LPs, the General Partner shall categorize each investment reported upon above, as follows. For avoidance of doubt, the categorization in no way prohibits the General Partner or the Partnership from making investments that do not qualify under any of the Qualifying Impact Criteria.

The Qualifying Impact Criteria are defined as companies that throughout the term of such investment (i) offer products or services directed to low-income or disadvantaged audiences and/or are intended to be accessible and affordable for those audiences and (ii) meet one or more of the specific charitability criteria listed in Section A below. For the purpose of the criteria below, (1) “developing countries” shall be countries not classified as high income countries by the World Bank; (2) “disadvantaged” and “low-income” populations shall mean (a) any person or population who is not high income in a developing country, (b) any person or population who is low-income in a high-income country, or (c) persons and communities that are suffering social exclusion and/or having limited access to natural resources and economic opportunities. In addition, favorable consideration is given to investments that meet the general social benefit criteria listed in Section B below.

Section A: Specific Impact Criteria

  1. The company will provide access to new technologies and equipment to smallholder farmers to increase their yield and gain access to markets.
  2. The company will provide micro-financing for persons in developing countries who lack access to credit, with a particular focus on women.
  3. The company will provide access to basic and affordable banking and financial services in low-income communities and for low-income persons that lack such access.
  4. The company will provide schools in, or educational technologies and services to, communities that lack access to quality education for low-income populations and/or for girls and women.
  5. The company will focus on developing remedial tools for schools to use to help disadvantaged/underperforming students and making these tools accessible and available to these schools, and/or for students of such schools to use at home, whether provided by the school or obtained independently.
  6. The company will focus on developing tools to help increase retention/completion at public high schools, community colleges, and other similar educational organizations serving disadvantaged students and/or making tools to achieve the aforementioned objective accessible and available to these organizations or students thereof.
  7. The company will focus on skills training leading to job opportunities for disadvantaged persons, particularly in high-demand sectors such as IT and financial services.
  8. The company will provide training and/or diagnostic and/or therapeutic tools to/for healthcare workers in communities in developing countries that lack access to quality healthcare.
  9. The company will offer accessible and affordable programs to help address serious health issues, such as obesity, in disadvantaged communities.
  10. The company will work to develop and/or distribute and/or integrate technology to improve healthcare delivery for providers and hospitals in disadvantaged communities, including electronic health data, wearable devices.
  11. The company will focus on offering new, environmentally friendly technologies in disadvantaged communities that have been adversely impacted by environmental degradation.
  12. The company will focus on providing reliable and affordable electricity to low-income communities around the world that are not connected to the electrical grid.
  13. The company will focus on developing technologies to help companies significantly decrease their use of natural resources, such as by reducing energy consumption and reliance on fossil fuels or increasing natural resource conservation practices.

Section B.  General Impact Criteria

  1. The company is located in a disadvantaged area based on external indicia (median household income, rate of unemployment, loss of population, erosion of the tax base, etc.).
  2. The company is committed to providing quality jobs for persons at the lower end of the economic spectrum such as by paying a living wage, providing healthcare and retirement benefits, providing access to job training and education, and the like.
  3. The company is committed to giving consideration, in hiring, to maintaining a diverse workforce that is reasonably representative of its geographic location and customer base.
  4. The company demonstrates a commitment to operating in an environmentally sound manner and takes steps to minimize the adverse environmental impact of its operations.
  5.  The company maintains a commitment to achieving a double bottom line strategy that provides shareholders with a reasonable return while realizing significant social and environmental benefits.