深圳市全新好股份有限公司关于拟与全资子公司成立产业并购基金的公告_新浪财经_新浪网
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公告编号：　　深圳市全新好股份有限公司关于拟与全资子公司成立产业并购基金的公告　　本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载，误导性陈述或重大遗漏。　　特别风险提示：　　1、有关各方投资共同成立产业并购基金的协议框架签署已经完成，但成立产业并购基金尚需得到相关部门的批准，同时成立产业并购基金对公司构成重大资产重组，产业并购基金的成立由于审核流程等方面原因存在不确定性；　　2、产业并购基金的投资领域、投资进度、市场前景、投资收益等存在不确定性；　　3、拟成立的产业并购基金目前处于前期筹备阶段，本次投资对公司的财务状况和经营成果暂无重大影响；　　4、产业并购基金成立后首期募集基金规模为4.62-6.6亿元人民币，能否达到募集计划存在不确定性；　　5、产业并购基金合伙人的具体权利义务将由合伙协议来确定。公司作为产业并购基金的劣后级有限合伙人，若合伙企业出现亏损，则劣后级有限合伙人需早于优先级有限合伙人以出资额为限承担亏损责任，从而对公司的投资收益造成不确定性。　　一、本次对外投资概况　　（一）基本情况　　深圳市全新好股份有限公司（以下简称“公司”）为进一步推进战略转型，提升公司对外投资能力，拟与深圳德福联合金融控股有限公司（以下简称“联合金控”）合作，共同组建成立深圳市全新好金融信息产业并购基金。　　本基金为有限合伙制，由联合金控或其他专业投资管理公司作为普通合伙人发起设立，规模预计不高于20亿元人民币。基金主要业务为非上市公司股权投资以及投资决策委员会决策的符合监管要求的其他投资形式，资金闲置时可投向银行理财、货币基金。　　（二）董事会审议情况　　公司于日召开第十届董事会第十五次（临时）会议，审议通过了《关于与公司全资子公司深圳德福联合金融控股有限公司合作成立产业并购基金的议案》，本次对外投资事项需提交公司股东大会审议。　　如本次产业并购基金最终以其他专业投资管理公司作为普通合伙人发起设立，公司将严格按照规则重新履行相关审议程序。　　（三）本次交易公司拟对外投资额超过公司2016年经审计净资产的50%，构成《上市公司重大资产重组管理办法》规定的重大资产重组；本次投资不构成关联交易。　　二、合作方介绍　　名称：深圳德福联合金融控股有限公司　　类型：有限责任公司　　法定代表人：翟婉莹　　认缴注册资本总额：28000万元　　住所：深圳市前海深港合作区前湾一路1号A座201室（入驻深圳市前海商务秘书有限公司）　　成立日期：日　　经营范围：?金融信息咨询、接受金融机构委托从事金融服务外包（根据法律、行政法规、国务院规定等规定需要审批的，依法取得相关审批文件后方可经营）；创业投资业务、股权投资；受托资产管理（不得从事信托、金融资产管理、证券资产管理等业务）；受托管理股权投资基金（不得从事证券投资活动，不得以公开方式募集基金开展投资活动，不得从事公开募集基金管理业务）；在合法取得使用权的土地上从事房地产开发经营；物业管理；投资管理、投资咨询（均不含限制项目）；财务咨询；投资兴办实业（具体项目另行申报）；经济信息咨询；企业管理咨询；国内贸易（不含专营、专卖、专控商品）。　　股权结构：深圳市全新好股份有限公司持股64.2857%，深圳市零七投资发展有限公司持股35.7142%。　　联合金控已根据《证券投资基金法》和《私募投资基金监督管理暂行办法》等法律法规要求，取得中国证券投资基金协会登记，登记编号：P1019109。　　联合金控为公司全资子公司。与上市公司大股东、实际控制人、董事、监事、高级管理人员不存在关联关系及其他利益安排。　　三、投资标的的基本情况（合作协议主要内容）　　基金名称：深圳市全新好金融信息产业并购基金（有限合伙）（最终将以工商核准后的名称为准）　　组织形式： 有限合伙企业　　基金规模： 不高于20亿元人民币，首期规模7-10亿元人民币　　注册地点： 深圳市　　成立时间： 2017年2月　　基金存续期： 2年投资期+1年退出期　　出资方式： 现金　　投资范围： 非上市公司股权投资以及投资决策委员会决策的符合监管要求的其他投资形式，资金闲置时可投向银行理财、货币基金。　　基金管理人（GP）：深圳德福联合金融控股有限公司或其他专业投资管理公司　　出资比例：　　基金采用认缴制，根据项目的实际投资情况，各投资人按比例出资。基金管理人出资 100 万元，为普通合伙人(以下简称“GP”)；甲方与乙方共同出资占基金份额的 34%，为劣后级有限合伙人(以下简称“LP1”)；优先级投资人出资占基金份额的 66%，为有限合伙人(以下简称“LP2”)。普通合伙人对基金承担无限责任，有限合伙人仅以其认缴总额对基金承担有限责任。　　资金托管：全国性股份制商业银行实施资金专户管理，监督资金使用流向。　　基金投资决策机制：　　普通合伙人为基金的执行事务合伙人，负责基金的日常投资管理。　　由基金的投资决策委员会进行项目投资决策，投资决策委员会由5名委员组成，甲方委派3名，乙方委派2名。　　项目投资审核由超过1/2及以上的委员通过方为有效。　　投资退出：通过股权转让、项目转让、企业回购、并购、IPO、上市公司增发并购等途径退出。　　管理费及收益分配：　　管理费用：管理费按项目的0.2%-1%提取。　　收益分配：根据每笔项目投资退出时进行单独核算并分配，应根据各合伙人在本基金中所占的份额比例，扣除必要的管理费用和运营费用后在全体合伙人之间按以下顺序进行分配，如果基金出现亏损，由全体合伙人按照出资比例各自承担：　　1）支付所有投资人实际缴纳本金；　　2）支付优先级投资人出资额的基础收益；　　3）在分配上述1）、2）项后的盈余收益，为基金超额收益，超额收益由GP及LP1分别按20%、80%的比例分配。　　截止本公告日，本次拟成立的产业并购基金尚未履行登记备案程序。　　四、本次对外投资的目的、存在的风险和对公司的影响　　（一）本次投资的目的　　本次公司与全资子公司联合金控拟成立产业并购基金，是进一步推进战略转型，提升公司对外投资能力的重要战略布局，合理的产业并购有利于公司的可持续发展，有利于提升公司的盈利能力及市场竞争力，符合公司发展需求及全体股东的利益。　　（二）本次投资对公司的影响　　本次投资短期内对公司生产经营没有实质影响，长期或将有助于公司成功并购优质项目，加快公司发展步伐，对公司长远发展产生积极影响。　　（三）本次投资存在的风险　　并购基金在投资过程中将受到经济环境、行业周期、投资标的经营管理、交易方案、监管政策等多种因素影响，存在以下风险：　　1、存在并购基金未能募集到足够的资金以确保成功设立并购基金的风险；　　2、存在并购基金投资的项目在并购实施中可能存在因政策调整、市场准入限制等，导致无法收购的风险；　　3、存在因决策失误或行业环境发生重大变化，导致投资的项目经营成果低于预期的风险以及并购基金因管理风险导致不能按期退出的风险等；　　4、存在因公司作为产业并购基金的劣后级有限合伙人，在合伙企业出现亏损时需早于优先级有限合伙人以出资额为限承担亏损责任的风险。　　公司将积极敦促基金寻找符合其发展需求的并购项目，密切关注基金经营管理状况及投资项目的实施过程，切实降低投资风险。　　五、公司独立董事意见　　1、公司本次拟与全资子公司深圳德福联合金融控股有限公司（以下简称“联合金控”）合作成立产业并购基金，联合金控具备相关基金管理人资格，公司对外投资有利于战略转型布局，有利于提升公司对外投资能力。　　2、本次拟成立产业并购基金不存在损害公司及全体股东、特别是中小股东利益的情形。董事会召集、召开董事会会议及作出决议的程序符合有关法律、法规及公司章程的规定。　　综上，我们同意《关于与公司全资子公司深圳德福联合金融控股有限公司合作成立产业并购基金的议案》并同意提交公司股东大会审议。　　六、后续信息披露　　公司将积极跟进相关事项实施情况，严格遵守相关法律法规及交易所规则，及时、准确、完整的履行后续信息披露义务。　　七、备查文件　　1、公司第十届董事会第十五次（临时）会议决议　　2、公司第十届董事会第十五次（临时）会议之独立董事意见　　特此公告　　　　深圳市全新好股份有限公司　　董基金中的资本账户与后续交割等_百度文库
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INSTITUTIONAL LIMITED PARTNERS ASSOCIATIONQuarterly Reporting Standards Best PracticesVersion 1.0 Released October 2011Confidential and ProprietaryBest Practices in Quarterly Reporting for Private Equity Sponsors October 2011Dear ILPA Members and All Contributors to the Development of this Document, My sincerest gratitude to members of the ILPA that participated in the development of these templates as well as all the general partners, auditors and industry associations that proactively added their voice to this process. I would also like to thank the committee, specifically Jim Pittman of PSP Investments and Michael Elio of LP Capital Advisors, for the work they and their teams have contributed to these efforts. The exhaustive nature of this exercise was intentional in order capture the views of all interested industry constituents. The ILPA is the global member-driven organization dedicated to advancing the interests of private equity Limited Partners through industry-leading education programs, independent research, best practices, networking opportunities and global collaborations. As part of its efforts to promote best practices, and as a follow up to the Principles V 2.0 released in January 2011, the ILPA, and its reporting standards working group, reached out to general partners, institutional investors and industry third-parties to seek input into the development of these standards. This concise set of expectations are intended to aid sponsors of private equity funds in working with investors, to create efficiencies in reporting practices, to develop standards that would increase transparency, and to allow for the sharing of necessary information for management reporting. As you work through this document, please keep in mind the following: 1. It is not the intent of the ILPA to force all general partners to produce their statements
the information reported is key to the exercise. We have provided specific examples to demonstrate the level of disclosure required by the institutional investors and to articulate an ideal to which reporting transparency can be achieved. 2. A summary of information and key required components is provided for your convenience in a list format in Appendix 1. 3. The mathematical examples that we cite in the document are actual examples provided by general partners to demonstrate a particular concept and given the independent nature of each example, the numbers are not intended to tie together. 4. Comments can be contributed via the comment area of ilpa.org The ILPA recognizes that while it cannot take a one-size-fits-all approach to any of its best practice documents, it encourages its members, general partners and industry thought-leaders to support this initiative, which we anticipate will lead to the long-term strengthening of the asset class. Best,Kathy Jeramaz-Larson Executive Director ILPAILPA Best PracticesThe Institutional Limited Partners Association (ILPA) strives to improve the global private equity industry through the establishment of industry best practices. These best practices seek to provide consistency, standardization, benchmarks, and structure in order to allow for better investment returns and a more sustainable private equity industry. The ILPA has developed a set of Best Practices which help to provide this standardization including: o ILPA Private Equity Principles o Standardized Reporting Templates The ILPA Private Equity Principles The ILPA Private Equity Principles (Principles) were developed to encourage discussion between Limited Partners (LPs) and General Partners (GPs) regarding fund partnerships. They outline a number of key principles that will further partnership between these two groups. The ILPA believes that there are three guiding principles which form the essence of an effective private equity partnership: o Alignment of Interest o Governance o Transparency The Principles are built around the improvement of these three key tenets. These preferred private equity terms and best practices may inform discussions between each GP and its respective LPs in the development of partnership agreements and in the management of funds. However, the ILPA recognizes that a single set of terms cannot provide for the broad flexibility of market circumstance. The ILPA does not seek the commitment of any LP or GP to any specific terms. They should not be applied as a checklist, as each partnership should be considered separately and holistically. Standardized Reporting Guidelines In line with the spirit of transparency embodied in the Principles, the Standardized Reporting Guidelines were developed to serve several purposes, including, but not limited to: o Enabling the LP to interpret and account for a transaction accurately o Reducing LP and GP processing times and ultimately reducing monitoring costs o Improving LP-GP communications in regards to an investment’s status and thereby minimizing required follow-up questions o Enabling GP compliance with legal terms in documentation Released separately is the latest version of the Capital Call and Distribution Notice Best Practices template. This package has been updated to include extensive input from both General and Limited Partners, accountants and legal professionals. Discussed in this package are the expectations for Best Practices in Quarterly Reporting. This package is the second Best Practices template in the series and includes Best Practices around financial statements, and guidelines for best-in-class reporting of underlying holdings and portfolio metrics.For more information about the ILPA, the ILPA Private Equity Principles, or the Standardized Reporting Guidelines, visit ilpa.org . Address through November 18, 2012: Institutional Limited Partners Association 1201 C 55 Yonge Street Toronto, ON M5E 1J4 Canada New address beginning November 21, 2012: Institutional Limited Partners Association 1200 C 55 York Street Toronto, ON M5E 1J4 Canada Phone: (416) 941-9393 Fax: (416) 941-9307 Email: info@ilpa.orgDisclaimer: All interested parties should, subject to applicable laws, respect the confidentiality of information contained in reports provided in connection with investments. The Standardized Reporting Template reflects the view of the participants involved in the creation thereof as to best practices with respect to fund reporting. However, no limited partner should utilize the the Standardized Reporting Templates as a substitute for its own determination as to what information such limited partner will need or desire with respect to any particular investment. Further, no representation is made that the Standardized Reporting Templates, when provided by general partners to their investor base, will include all desirable information or will be fully inclusive of all information needed for any limited partner to effectively monitor its investments.Table of ContentsI. OVERVIEW Quarterly Reporting Package 5 6 7 8 8 9 10 10 11 12 13 13 14 15 17 19 20 21 22 23 24 28 29 30 31 32 33 34II. GUIDELINES Summary Letter Balance Sheet Schedule of Investments Statement of Operations Statement of Cash Flows Partners’ Capital Account Statement Footnotes Supplemental Management Reports Executive Summary C Firm and Fund Level Data Supplemental Schedule of Investments Portfolio Company Update III. SAMPLE QUARTERLY PACKAGE Balance Sheet Schedule of Investments Statement of Operations Statement of Cash Flows Partners’ Capital Account Statement Footnotes IV. SAMPLE SUPPLEMENTAL MANAGEMENT REPORTS Executive Summary - Firm and Fund Level Data Supplemental Schedule of Investments Portfolio Company Update V. APPENDICES Quarterly Reporting Checklist GlossarySECTION I OVERVIEWVersion 1.0 C Released October 20115ILPA BEST PRACTICES ILPA Standardized ReportingOVERVIEWAs a fiduciary, Limited Partners are faced with the need for increased transparency and reporting in order to inform and guide their Boards, Trustees, Portfolio Managers and Risk Departments. To serve these various constituencies, investors repeatedly make inquiries of the General Partners needing further detail into their investments. The ILPA has been working to develop a suite of reporting guidelines that will help to standardize information flow in the private equity industry. This is part of the ILPA’s efforts to generate greater industry efficiencies, improve uniformity and transparency, and reduce expenses in administering and monitoring private equity investments. Quarterly Reporting Package As a complement to other Best Practices guidelines for reporting capital calls and distribution notices, the ILPA has now developed a set of standardized documents for quarterly reporting.Best Practices in Quarterly Reporting are designed to augment, not to supersede, IFRS, GAAP, regulatory or tax reporting requirements or limitations.This Quarterly Reporting Package is meant to be indicative of the minimum amount of disclosures expected by Limited Partners of their General Partners, and not a stringent format for reporting. The items requested to be disclosed are designed to allow the General Partner flexibility in reporting, while providing them guidance as to the specifics of transparency. These guidelines will eliminate ambiguities and limit the burden of repeated data requests on all parties involved. Core contents of an effective Quarterly Reporting Package include (but are not limited to): o Summary Management Discussion and Analysis Letter o Financial Package ? Balance Sheet ? Period End Schedule of Investments ? Statement of Operations ? Statement of Cash Flows ? Partners’ Capital Account Statement ? Appropriate Footnote Disclosures o Supplemental Management Reports ? Executive Summary C Firm and Fund Level ? Supplemental Schedule of Investments ? Portfolio Company Update (one for each active portfolio company) The best practices sample statements in this package are preceded by a criteria document that outlines what components make them Best Practices. Though all effort has been made to eliminate redundancy in reporting, it is the goal of these templates to outline the specifics of disclosure. Should information be properly provided elsewhere in the quarterly package, repetition of the data is not necessary. In addition to the required components of the package, and in line with ILPA Principles V 2.0, the timing of the package delivery is also important. In general, draft financials for a non-audit period end, the expected delivery is 60 days after quarter end with a targeted delivery of 45 days. Fund of Funds would be given additional time to aggregate their underlying funds data, with a maximum deadline of 90 days after quarter end and a targeted delivery of 75 days. Audited financials would add 30 days to expected and targeted delivery deadlines outlined above.Version 1.0 C Released October 20116SECTION II QUARTERLY PACKAGE GUIDELINESVersion 1.0 C Released October 20117ILPA BEST PRACTICES Summary Letter(Provided quarterly with each package, unaudited)PACKAGE CRITERIAA key component of the package, (though not shown later as a best practice example), is the inclusion of a Summary Portfolio Update Letter. This letter should, at a minimum, include: ? Management discussion of key drivers of activity and performance during the quarter that bridges the activity between the two period ends o Summary of capital activity (cash flows) o Transactions closed or pending Explanation of extraordinary movements Discussion of material events in portfolio companies (that would impact the fund as a whole) and/or with the General Partner o Including portfolio company defaults, LPA breaches, etc. Consistent with ILPA Principles V 2.0, a discussion of any material changes in risk factors at the fund level, including: o Concentration risk at fund level o Foreign exchange risk at fund level o Leverage risk at fund level o Realization risk at fund level o Extra-financial risks, including environmental, social and corporate governance risks at the fund level o This information should be provided annually, though more immediate reporting may be required for material events? ? ?Balance Sheet(Provided quarterly, audited annually)Financial Statements should be prepared for the legal entity to which the Investor has committed. In addition, consolidated statements are preferred, when possible, for insight into the fund’s aggregate exposure.Ideally, for the Balance Sheet and all financial statements provided in the package, there should be statements for the fund/vehicle through which the LP has invested, as well as a consolidated statement for the entire fund (to the extent there is consistent ownership), with exceptions only for regulatory and/or tax reasons. Though all items in the best practices package must adhere to relevant accounting standards, presentation is often left open to some interpretation. To that end, a balance sheet should include the following components: ? ? ? ? Current period end vs. prior audited period end columns o Comparitive column should be for most recent audit period o Requires comparitive or prior year end schedule of investments Inclusion of receivables and payables to affiliates Inclusion of investments at cost and fair value Inclusion of fund level debtVersion 1.0 C Released October 20118ILPA BEST PRACTICES Schedule of Investments(Provided quarterly, audited annually)PACKAGE CRITERIAThe schedule of investments allows the General Partner the opportunity to provide Limited Partners the highest levels of transparency.As part of the quarterly package, a properly detailed schedule of investments should be included. The schedule should be placed after the balance sheet and include valuations that are updated quarterly. If fair value is not available, a separate schedule would be necessary. Please note that the schedule of investments included in the core package is targetted to those items consistent with audited financials. Full transparency is achieved in the use of an unaudited detailed schedule of investments in the Supplemental Management Reports. Values presented in both the core and supplemental schedule of underlying investments should be at the fund level and reconcile to the balance sheet. The basic requirements within the core schedule are as follows: ? Full detail on unrealized investments o Detail should be at legal entity level, not LP share ? Name of the Investment o Name can be omitted if absolutely required, but a unique identifier must be used and be consistent fro investments should not be grouped ? Debt and Equity positions should be reported separately o Include number of shares if applicable o Should the investment be structured in a more complicated manner, detail may be moved to the individual Portfolio Company Update ? Fund Ownership % (fully diluted) ? Initial Investment Date ? Numeric Data on each investment to include: o Total committed to investment o Total invested (A) o Current cost (B) (including equity and debt breakdown) o Reported Value (C ) o Realized proceeds (D) This list is not meant to be all inclusive or override any IFRS or GAAP requirements. Limited Partners would prefer to have as much of the package audited as possible, though the need to limit audit expenses is understood. Certain items, such as initial investment date, are not explicitly required under the audit guidelines and can be moved to the detailed schedule of investments in the Supplemental Management Reports. There is no need to repeat disclosure of any items included on at least one of the schedules.Version 1.0 C Released October 20119ILPA BEST PRACTICES Statement of Operations(Provided quarterly, audited annually)PACKAGE CRITERIAThe format of the statement of operations is driven heavily by relevant accounting standards. However, there are some best practices often included in this report. ? Show current period, year-to-date and since inception information o Since inception information is not required by certain
information need not be included in audited package if details are outlined in either the Footnotes or detailed Partner’s Capital Account Statement Breakout investment income ? Separate portfolio interest and dividends independent of other interest Breakout of expenses ? Separate fees into their individual components, including management fees, broken deal fees, advisory/director fees, monitoring fees, etc. Net operating gain/loss Breakout of gains/(losses) on investments ? Breakout of realized/unrealized gain/loss (independent of F/X, showing F/X independently)? ? ? ?Statement of Cash Flows(Provided quarterly, audited annually) The format of the statement of operations is also driven heavily by relevant accounting standards as well as the investment strategy of the fund. However, there are some best practices often included in this report. ? Show current period, year to date and since inception information o Since Inception information is not required by certain
information need not be included in audited package if details are outlined in either the Footnotes or detailed Partner’s Capital Account Statement Breakout of cash flows from operating activities Breakout of cash flows from financing activities Cash and cash equivalents Supplemental cash flow information o Supplemental disclosure could include non-cash related adjustments? ? ? ?Should the General Partner provide a detailed quarterly Partners Capital Account statement as shown within these Best Practices (with the relevant cash flow components), any additional details beyond audit requirements are not necessary.Version 1.0 C Released October 201110ILPA BEST PRACTICES Partners’ Capital Account Statement(Provided quarterly to respective Limited Partners only)PACKAGE CRITERIAA key component of the package is a concise fair value partners’ capital account statement (“PCAP”). Should the statement not be in fair value, a supplementary schedule should be provided.The Partner’s Capital Account is a critical component of the quarterly reporting package.Though not currently subject to accounting standards, the PCAP is paramount to the records of the Limited Partners. The PCAP should encompass the necessary components for a Limited Partner to assess the value of their investments as well as reconcile the proper allocation of flows across the relevant periods. The key components of a best practice partners’ capital statement would include (but not be limited to): ? Consolidated reporting, if applicable, for all Limited Partner investments, including alternative investment vehicles ? Current period, year-to-date and since inception information ? Breakout of the Total Fund by LP, GP and Total o This sample shows the PCAP for an individual Limited P the same information may be presented in a combined statement of Partners Capital as long as all relevant rows of data are included ? Bridge the prior net asset value to the current net asset value o Disclose any adjustments made prior to Beginning Balance ? Components to include: o General Partners’ balances ? The GP balances would not include commitments made by the General Partner as a Limited Partner o Accrued carried interest should partnership liquidate o Breakout of contributions and distributions for the relevant period o Net changes in partners’ capital resulting from operations ? Include breakout of releva these items are not always finalized when the Capital Call or Distribution is made ? Commitments of Limited Partner, General Partner and Total Fund ? Indicate adjustments, if any, due to expired capital, write-offs, adjustments, etc. ? Schedule of changes in individual unfunded commitment ? Limited Partners need to have a quarterly reconciliation of their Unfunded Balance. Impacts of cash flows to commitment are not always disclosed in the capital call and distribution process, or are modified at period end.Please note that these Best Practices are focused on the disclosure requirements needed by the Limited Partners. Any aggregate schedules required as part of a properly audited statement are not included in these Best Practices samples.Version 1.0 C Released October 201111ILPA BEST PRACTICES FootnotesPACKAGE CRITERIA(Relevant footnotes provided quarterly, all footnotes provided annually) To fully support the balance sheet and other reporting schedules, a complete and detailed set of footnote disclosures are required.The requested footnotes are not exhaustive, but target key disclosures required of Best Practices reporting packages.Footnote disclosures would include (and not be limited to): Note 1 - Organization / Fund Details ? Key dates (including formation, termination, extensions, commitment period and follow-on period dates), structure, commitment amounts and other relevant fund details ? Tables may be included if they further understanding of the organizational structure Note 2 - Significant Accounting Policies ? Accounting principles, fair value measurement and other relevant details Note 3 - Partners' Capital ? Limited Partners’ and General Partners’ commitments ? Tables may be included if they further understanding of the commitment structure Note 4 - Management Fee and Other Fee Breakdown ? Management fees / broken or consumated deal fees / monitoring fees / fee offsets ? Description of &other& fees Note 5 - Related Party and Other Transactions ? Detail of related party transactions and/or receivables/payables ? Notation of fund level debt and other potential obligations or guarantees Note 6: Financial Highlights ? Net IRR at the fund level Note 7: Carry Detail ? Fund level carry paid and/ amount escrowed if applicable ? Detailed description of carry calculation (waterfall) o Include table if more appropriate Note 8: Advisory Board ? List of members (if not against any legal or LPA restrictions) ? Notation of action items or votes taken Note 9: Subsequent Events ? Included if material The items listed above are of key concern to Limited Partners and they would prefer to have these included in the annual audited statements. Should audit, legal or partnership issues require, certain items, such as Note 8 above, can be provided in the quarterly materials outside the scope of the audited financials.Version 1.0 C Released October 201112ILPA BEST PRACTICES Supplemental Management ReportsPACKAGE CRITERIA(Supplemental reports are unaudited and unless otherwise noted, provided quarterly) Executive Summary C Firm and Fund Level Data (Fund Level data provided quarterly, firm level data updated annually) Supporting materials to the quarterly reporting package would include an executive summary that highlights the key firm and fund level information. This supplemental report is most often used by Limited Partners to convey a high level status of the fund in a quantitative manner. The format and display of the data in the Executive Summary is at General Partner discretion and graphical depictions are preferred. The executive summary, preceding supplementary pages covering the details of all active investments in the portfolio, would include the following: ? Firm Data o Assets under management ? Assets defined as total value of current investments plus unfunded commitments o Active funds o Active portfolio Companies Fund Level Data o Total commitments o Total drawdowns since inception ? Gross drawdowns o Remaining commitments o Total number of investments since inception o Total distributions ? Percentage of total drawdowns o Gross distributions as percent of gross drawdowns ? Percentage of committed capital o Gross distributions as percent of total commitments Key Valuation Metrics o TVPI: Total Value to Paid In o RVPI: Residual Value to Paid In o DPI: Distributions to Paid In Historical Fund Performance o The sample here highlights TVPI over time in a graphical depiction. Alternatives would include both TVPI and Net IRR over time. Portfolio breakdown by industry and region o The sample here highlights the portfolio breakdown, by invested capital, by industry and region invested.??? ?Version 1.0 C Released October 201113ILPA BEST PRACTICES Supplemental Schedule of InvestmentsPACKAGE CRITERIAPlease note that the schedule of investments included in the core package is limited to those items consistent with audited financials. This schedule, similar to the schedule in the core package, is at the Fund Level, and must tie to the balance sheet. Full transparency is achieved in the detailed supplemental schedule of investments which includes the following: ? ? ? Full detail on realized and unrealized investments Security Type / # of shares (if not reported elsewhere) LP Ownership % (fully diluted) o This is the only column in this schedule that is Limited Partner specific with the intent of determining the results of opt-outs in the Fund. This information can also be depicted in a separate schedule for ease of reporting. LP ownership can be represented as % of total invested Initial Investment Date (if not reported earlier) Final Exit Date for realized investments Investment Data (at fund level, if not reported elsewhere) Valuation Driver o Primary driver of valuation methodology such as market multiples, DCF, public market price, etc. Sample list only an indicator of p final list at GP’s discretion. Performance Metrics o Period change in valuation o Period change in cost o Unrealized gains/(losses) & accrued interest o Movement summary ? Primary driver of movement, not an indicator of full valuation methodology. Sample list only an indicator of p final list at GP’s discretion. o Current period investment multiple ? Not needed if components are provided o Prior period investment multiple ? Not needed if components are provided o Since inception net IRR? ? ? ??Some General Partners provide much of the above data, as well as the portfolio company data outlined in the attached Appendix, to their Limited Partners on a quarterly basis in a standardized excel template. This template could be used as an alternative to the detailed supplemental reporting package, and would be encouraged to be made available to Limited Partners on a quarterly basis.Version 1.0 C Released October 201114ILPA BEST PRACTICES Portfolio Company UpdatePACKAGE CRITERIAThough the Portfolio Company sample on page 31 is condensed to one page, additional use of graphs or charts can be added in order to convey the appropriate information.Supporting materials to the Quarterly Reporting package would include supplementary pages covering the details of all active investments in the portfolio. These pages would be preceded by an executive summary (discussed above) that highlights the key information on the portfolio companies to follow. Information in quarterly reports should be structured consistently with information provided through other channels, such as the annual report, data room or intranet site. Each page is designed to give the Limited Partner a qualitative and quantitative synopsis on each investment and should include: ? Company Overview o Company description and headquarters ? Please note discrepancy between Corporate and Tax headquarters, if any ? Industry (GICS classification) o Acquisition details (table or chart) ? Including initial investment date, multiples, equity breakdown ? Acquisition thesis ? Co-Sponsors (including individual ownership % if readily available) ? Notwithstanding any non-disclosure restrictions ? Deal partners at GP (including titles and Board seat, if any) o Current metrics (table or chart of trailing-twelve months information) ? Including revenue, EBITDA, debt, CAGR ? Company Assessment (On Plan, Above Plan, Below P regulatory issues notwithstanding) o Expectations (notwithstanding prohibitions against forward-looking statements or commercially sensitive information) ? Cash flow needs or distributions ? E date/type Financial Tables o Investment structure o Capitalization table ? Table format is not rigid, please adjust as appropriate for relevant portfolio company o Financial results ? Table format is not rigid, please adjust as appropriate for relevant portfolio company o Calculations: DPI, RVPI, TVPI, DCC, PICC ? Not needed if all components of calculation are provided elsewhere Recent Events and Key Initiatives o Staffing changes o Key developments (including covenant issues, if any) o Achievements, certifications, approvals Valuation bridge (including commentary on changes/drivers) o How is value add being created in portfolio company over time (Increases to EBITDA, multiples or debt payback) o Valuation methodo including a list of comparable companies if applicable???Version 1.0 C Released October 201115ILPA BEST PRACTICES?PACKAGE CRITERIARisk Assessment / Update o In accordance with ILPA Principles V 2.0, a risk assessment should be completed at the Fund level annually, at a minimum. It is expected these portfolio company reports should follow the same guidelines, with qualitative discussion quarterly of any material changes in risk factors. Sample portfolio company risks would be determined by the stage and strategy of each investment, but may include: ? Foreign exchange risk at portfolio company level ? Leverage risk at portfolio company level ? Realization risk at portfolio company level ? Strategy risk at portfolio company level ? Reputation risk at portfolio company level ? Extra-financial risks, including environmental, social and corporate governance risks at the fund and portfolio level ? Additional information may be provided through other channels ? More immediate reporting may be required for material eventsSome General Partners provide much of the above data, as well as the portfolio company data outlined in the attached Appendix, to their Limited Partners on a quarterly basis in a standardized excel template. This template could be used as an alternative to the detailed supplemental reporting package, and would be encouraged to be made available to Limited Partners on a quarterly basis.Version 1.0 C Released October 201116SECTION III SAMPLE QUARTERLY PACKAGEThe following sample financial statements and supplemental schedules are indicative of best in class reporting provided by General Partners. As the intent is to show many situations that may arise in a partnership, the numbers do not tie across samples. It is not the intent of the ILPA to force all General Partners to produce their statements in this exact format. However, it should be used to understand the level of disclosure required by the Limited Partners and as an ideal to which reporting transparency can achieve.Version 1.0 C Released October 201117ILPA BEST PRACTICESSAMPLE QUARTERLY PACKAGEFINANCIAL STATEMENTSDECEMBER 31, 2010BEST PRACTICES FUND II, L.P.(and all affiliated partnerships) Financial Statements December 31, 2010 (Unaudited)Version 1.0 C Released October 201118ILPA BEST PRACTICES Balance Sheet Best Practices Fund II, L.P. Statement of Assets, Liabilities and Partners’ Capital December 31, 2010 ($ Unaudited)SAMPLE QUARTERLY PACKAGECurrent Period End 12/31/2010 ASSETSPrior Year End Audited 12/31/2009Investments at Cost Unrealized Gain / Loss on Investments Investments at Fair Value Cash and Cash Equivalents Other Assets Receivable from Affiliates Total Assets$ 38,000,000 3,300,000 41,300,000 8,000,000 2,000,000 100,000 $ 51,400,000$ 39,000,000 2,900,000 41,900,000 250,000 50,000 25,000 $ 42,225,000LIABILITIES AND PARTNERS’ CAPITALLiabilities Accounts Payable and Accrued Expenses Notes/Revolver Payable Payable to Affiliates Total Liabilities Partners' Capital General Partner Limited Partners Total Partners' Capital Total Liabilities and Partners' Capital$ 2,910,000 50,000 7,600,000 10,560,000 443,400 40,396,600 40,840,000 $ 51,400,000$ 4,120,000 75,000 725,000 4,920,000 396,050 36,908,950 37,305,000 $ 42,225,000Version 1.0 C Released October 201119ILPA BEST PRACTICES Schedule of InvestmentsBest Practices Fund II, LP - 12/31/2010 Fund Initial Security Number of Ownership Company Name Investment Type Shares % (Fully Date Diluted) Company 1 Company 1 Company 3 Company 3 Company 4 Company 5 Company 6 Company 7 Company 8 Grand Total: Equity Debt Equity Debt Equity Equity Equity Equity Equity 1,250,000 12,789 55% 3/15//15//15//15//15//15//15//15//15/2010SAMPLE QUARTERLY PACKAGEFund Commitment 5,000,000 5,000,000 5,000,000 5,000,000 5,000,000 4,000,000 4,000,000 4,000,000 8,000,000 45,000,000Investment Data (Expressed in $) Total Invested Reported Value (A) Current Cost (B) (C) 5,000,000 5,000,000 5,000,000 5,000,000 5,000,000 4,000,000 4,000,000 4,000,000 4,000,000 41,000,000 4,500,000 5,000,000 2,500,000 5,000,000 5,000,000 4,000,000 4,000,000 4,000,000 4,000,000 38,000,000 4,700,000 5,200,000 2,700,000 5,200,000 10,000,000 0 5,000,000 4,500,000 4,000,000 41,300,000Realized Proceeds (D) 1,000,000 500,000 0 1,000,000 0 0 0 0 250,000 2,750,000Version 1.0 C Released October 201120ILPA BEST PRACTICES Statement of Operations Best Practices Fund II, L.P. Statement of Operations For the periods ending December 31, 2010 ($ Unaudited)Current Period (Oct. 1, 2010 C Dec. 31, 2010) Income Portfolio Interest Income Portfolio Dividend Income Other Interest Earned Total income Expenses Management Fees, Net Broken Deal Fees Interest Professional Fees Bank Fees Advisory Directors' Fees Insurance Total expenses Net Operating Income / (Deficit) Realized and Unrealized Gain / (Loss) on Investments Net Realized Gain / (Loss) on Investments Net Change in Unrealized Gain / (Loss) on Investments Net Realized Gain / (Loss) due to F/X Net Realized and Unrealized Gain / (Loss) on Investments Net Increase / (Decrease) in Partners' Capital Resulting from Operations $ 16,000 24,000 4,000 44,000 250,000 20,000 2,000 10,000 15,000 5,000 2,000 304,000 (260,000) 1,253,152 75,000 0 1,328,152 $ 1,068,152SAMPLE QUARTERLY PACKAGEYear-to-Date (Jan. 1, 2010 Dec. 31, 2010 $ 64,000 96,000 16,000 174,000 1,000,000 100,000 8,000 35,000 35,000 30,000 8,000 1,216,000 (1,042,000) 1,253,152 300,000 0 1,553,152 $ 511,152Since Inception (Feb. 25, 2007 Dec. 31, 2010 $ 160,000 240,000 36,000 436,000 3,000,000 350,000 20,000 50,000 60,000 40,000 20,000 3,540,000 (3,104,000) 2,500,000 3,300,000 0 5,800,000 $ 2,696,000Version 1.0 C Released October 201121ILPA BEST PRACTICES Statement of Cash Flows Best Practices Fund II, L.P. Statement of Cash Flows For the periods ending December 31, 2010 ($ Unaudited)SAMPLE QUARTERLY PACKAGECurrent Period (Oct. 1, 2010 C Dec. 31, 2010) Cash flows from operating activities: Net increase/(decrease) in partners’ capital resulting from operations Adjustments to reconcile net increase/(decrease) in partners’ capital resulting from operations to net cash provided by/(used in) operating activities: Net change in unrealized (gain)/loss on investments Net realized (gain)/loss on investments Changes in operating assets and liabilities: Increase/(decrease) in accounts payable and accrued expenses (Increase)/decrease in due from affiliates (Increase)/decrease in due from third party (Increase)/decrease in due from investment Purchase of investments Proceeds from sale of investments Net cash provided by/(used in) operating activities Cash flows from financing activities: Capital contributions Distributions Increase/(decrease) in due to limited partners Increase/(decrease) in due to affiliates (Increase)/decrease in due from limited partners Proceeds from loans Repayment of loans Net cash used in fianancing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period Supplemental cash flow information Cash paid for interest for the period ended December 31, 2010 $ $72,642,970Year-to-Date (Jan. 1, 2010 Dec. 31, 1,878Since Inception (Feb. 25, 2007 Dec. 31, 8,133(46,336,547) (18,662,285) (4,757) (65,956) (9,548) 4,069,485 (9,461,947) 61,218,061 63,389,476 5,852,529 (69,061,071) 41,429 31,504 15,993 17,333,765 (17,793,786) (63,579,636) (190,160) 4,861,600 $ 4,671,440 21,779(185,346,188) (74,649,141) (19,030) (263,823) (38,191) 16,277,940 (37,847,788) 244,872,245 253,557,903 23,410,118 (276,244,285) 165,718 126,017 63,972 69,335,060 (71,175,144) (254,318,545) (760,641) 5,432,081 4,671,440 87,116(407,761,613) (164,228,110) (41,865) (580,411) (84,021) 35,811,469 (83,265,133) 538,718,938 557,827,387 51,502,259 (601,392,576) 364,579 277,238 140,739 152,537,131 (156,585,317) (553,155,947) 4,671,440 0 4,671,440 191,656Version 1.0 C Released October 201122LP #5 Current Period (Oct. 1, 2010 Dec. 31, 2010) $3,740,700 339,900 (10,000) 329,900 339,900 (40,000) 299,900 5,000,000 (1,000,000) 4,000,000 33,990 (1,000) 32,990 33,990 (4,000) 29,990 500,000 (100,000) 400,000 3,399,000 (100,000) 3,299,000 3,399,000 (400,000) 2,999,000 50,000,000 (10,000,000) 40,000,000 YTD (Jan. 1, 2010 Dec. 31, 2010) $3,730,500 Since Inception (Feb. 25, 2007 Dec. 31, 2010) $0 Current Period (Oct. 1, 2010 Dec. 31, 2010) $406,070 YTD (Jan. 1, 2010 Dec. 31, 2010) $396,050 Since Inception (Feb. 25, 2007 Dec. 31, 2010) $0 Current Period (Oct. 1, 2010 Dec. 31, 2010) $37,407,000 YTD (Jan. 1, 2010 Dec. 31, 2010) $37,305,000 Since Inception (Feb. 25, 2007 Dec. 31, 2010) $0GPTotal FundBest Practices Fund II, LP ($)Beginning BalanceILPA BEST PRACTICESContributions (Distributions) Total Cash/Deemed FlowsNet Operating Income (Expense): (Management Fees) (Partnership Expenses) Interest Income Other Realized Gain / (Loss) Total Net Operating Income (Expense) (25,000) (5,000) 8,000 400 25,000 3,400 10,000 4,084,000 81,680 $4,002,320 $10,000,000 $5,339,900 (339,900) 10,000 $5,010,000 $5,339,900 (339,900) 10,000 $5,010,000 $10,000,000 (5,000,000) 10,000 $5,010,000 $533,990 (33,990) 1,000 $501,000 $533,990 (33,990) 1,000 $501,000 $1,000,000 $1,000,000 (500,000) 1,000 $501,000 $54,399,000 (3,399,000) 100,000 $51,100,000 $54,399,000 (3,399,000) 100,000 $51,100,000 4,084,000 81,680 $4,002,320 4,084,000 81,680 $4,002,320 443,400 (816,800) $1,260,200 443,400 (816,800) $1,260,200 443,400 (816,800) $1,260,200 40,000 100,000 1,000 4,000 10,000 100,000 40,840,000 $40,840,000 400,000 40,840,000 $40,840,000 (100,000) (20,000) 32,000 1,600 100,000 13,600 (300,000) (50,000) 80,000 4,000 250,000 (16,000) 0 0 800 (40) 2,580 3,340 0 0 3,200 (160) 10,320 13,360 0 0 8,000 (400) 25,800 33,400 (250,000) (50,000) 80,000 (4,000) 258,000 34,000 (1,000,000) (200,000) 320,000 (16,000) 1,032,000 136,000(3,000,000) (500,000) 800,000 (40,000) 2,580,000 (160,000) 1,000,000 40,840,000 $40,840,000 $101,000,000 $101,000,000 (50,000,000) 100,000 $51,100,000Partners’ Capital Account StatementUnrealized Gain / (Loss)Ending NAV Accrued Potential Incentive Allocation Ending NAV After Potential Incentive AllocationVersion 1.0 C Released October 2011Total CommitmentBeginning Unfunded Commitment Less Contributions Plus Recallable Distributions Ending Unfunded CommitmentSAMPLE QUARTERLY PACKAGE23ILPA BEST PRACTICES Footnotes Best Practices Fund II, L.P. Notes to Financial Statements December 31, 2010 ($ Unaudited)SAMPLE QUARTERLY PACKAGENote 1 - Organization / Fund Details Best Practices Fund II, L.P. (the “Partnership”) was formed as a limited partnership pursuant to the laws of the State of Delaware to invest in equity and equity related investments in companies primarily in the United States, generally with enterprise values between $50 million to over $2 billion, including, without limitation, the making of investments in debt obligations of companies in anticipation of the exchange or conversion of such obligations into equity securities of such companies. Best Practices Partners II, LLC, a Delaware limited liability company, is the general partner (the “General Partner”) of the Partnership and makes investment decisions for the Partnership . The Partnership commenced operations on January 10, 2007, and will terminate on December 21, 2017 (the tenth anniversary of the Final Closing, which took place on December 21, 2007), unless further extended by the General Partner in its sole discretion for one additional one-year period and may be extended for up to two additional one-year periods by the General Partner with the approval of the Advisory Committee. Note 2 - Significant Accounting Principles The accompanying financial statements are prepared using accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In particular, estimates are made relating to the fair value of investments. Actual results could differ from those estimates. Note 3 - Partners' Capital On October 31, 2008, the Partnership had its Final Closing and obtained total capital commitments from its Partners of $863,263,457. Pursuant to the Partnership Agreement, the General Partner has committed to provide 0.2% of the total commitments by all Limited Partners. The Partnership may call capital from the General Partner and Limited Partners (collectively “Partners”) to fund Investments, Partnership Expenses, Management Fees, Placement Fees, Start-Up Costs and other Funding Obligations. Any return of capital from an Investment disposed of within eighteen months of its acquisition may either be retained by the Partnership or, if distributed, added back to available commitments and be subject to recall for future investments. Available Capital is also increased by distributions up to any amounts previously drawn down from the Available Capital with respect to Management Fees, Allocable Contributions, Placement Fees, and Partnership Expenses. Since inception, the Partnership has called $283,497,277 from its Partners (representing 32.8% of tot 67.2% uncalled). Each Partners’ Available Capital shall be reduced by the amount of contributions to the Partnership and the AIV, in accordance with the terms of the Partnership Agreement. As of December 31, 2010, the Partnership has distributed $97,193,430 to its Partners. The Partnership has added back $94,723,619 of such distributions to Available Capital. As of September 30, 2010, the Partners have available capital of $669,898,861. Certain Partners’ Available Capital amounts have been adjusted by a total of $4,590,940, such that all Partners’ Available Capital percentages are consis tent during the Investment Period. The partners have also contributed $75,026,726 to the Partnership, and received distributions of $40,782,411.Version 1.0 C Released October 201124ILPA BEST PRACTICES Footnotes (Continued) Best Practices Fund II, L.P. Notes to Financial Statements December 31, 2010 ($ Unaudited)SAMPLE QUARTERLY PACKAGENote 4 - Management Fee and Other Fee Breakdown In accordance with the Partnership Agreement, Management Fees are payable in advance semi-annually on January 1 and July 1. During the Initial Fee Period, the annual Management Fee will be equal to 1% of Limited Partner Commitments up to $1.5 billion and if the Limited Partner Commitments are greater than $1.5 billion the sum of $30 million plus 0.5% of the amount by which the Limited Partner Commitments exceed $1.5 billion. Following the expiration of the Initial Fee Period the annual Management Fee shall be 0.5% of the aggregate Net Funded Commitment of the Limited Partners. The Management Fee payable with respect to any Management Fee Period and with respect to a Limited Partner will be reduced (but not below zero) by such Limited Partner’s Share of 100% of the Partnership’s pro-rata share of all Topping and Break-up Fees and Transaction Fees, and such Limited Partner’s Share of 100% of the Partnership’s pro rata share of all Advisory Fees received by the Manager or its affiliates. The Manager may elect to waive the right to receive a portion of the Management Fees on a semi-annual basis provided timely notice is given to the Limited Partners. In the event that the Manager elects to waive receipt of the Management Fee, the amount of Management Fees otherwise payable by the Limited Partners may be used to fund the capital contributions of the General Partner and the Special Limited Partner. Management Fees and Corresponding offset for the period ending December 31, 2010: Current Period (Oct 1, 2010Dec. 31, 2010) Gross Management Fees for the period: Fees: Voluntary Fee Waiver Advisory Fees Broken Deal Fees Placement Fees Transaction Fees Other Fees Total Fees: Total Management Fee Offsets (100%) Net Management Fees Deemed Management Fees Management Fees Returned/Recouped $44,689,725 $375,000 $500,000 $400,000 $2,284,488 $1,167,570 $200,000 $4,927,058 ($4,927,058) $39,762,667 $84,548 $42,223 Year-to-Date (Jan. 1, 2010 Dec. 31, 2010) $134,069,175 $1,125,000 $1,500,000 $1,200,000 $6,853,464 $3,502,710 $600,000 $14,781,174 ($14,781,174) $119,288,001 $336,470 $138,290 Since Inception (Feb. 25. 2007 C Dec. 31, 2010) $312,207,525 $1,500,000 $1,758,000 $1,400,000 $7,200,000 $4,123,587 $850,000 $16,831,587 ($16,831,587) $295,375,938 $978,050 $221,805Note 5 - Related Party Transactions The Partnership and its affiliates may share certain costs and the Partnership may pay a share of these expenses or payments on behalf of certain affiliates and vice versa, to be later reimbursed to the Partnership or to the affiliate. As of December 31, 2010, the balances of such amounts to be reimbursed to the Partnership total $100,000 and are included in receivable from affiliates and amounts to be reimbursed to affiliates total $7,600,..0 and are included in payable to affiliates. Affiliates of the General Partner make non-interest bearing advances to the Partnership to pay for expenses associated with the cost of potential acquisitions and/or for the monitoring of its investments. As of December 31, 2010, such advances totaled $434,631 and are also included in payable to affiliates.Version 1.0 C Released October 201125ILPA BEST PRACTICES Footnotes (Continued) Best Practices Fund II, L.P. Notes to Financial Statements December 31, 2010 ($ Unaudited)Note 6: Financial Highlights Financial highlights for the year-to-date ended December 31, 2010 are as follows:SAMPLE QUARTERLY PACKAGEFinancial Highlights as of the period ending December 31, 2010 (unless otherwise noted) Ratios to average Investor Limited Partners’ capital: Expenses Performance carry allocation Total expenses and performance carry allocation Net investment gain Internal Rate of Return (inception to December 31, 2010) Internal Rate of Return (inception to December 31, 2009) (prior audited period end) -4.90% -5.00% -9.90% 0.30% 20.50% 12.60%The ratios to average Investor Limited Partners’ capital are calculated for the Investor Limited Partners taken as a whole. T he computation of such ratios based on the amount of net investment loss and expenses allocated to an individual partner’s capital account may vary from these ratios based on the timing of capital transactions. For the purposes of this calculation, expenses and net investment losses for the period ended September 30, 2010, have been annualized. The Internal Rate of Return (“IRR”) is computed using Investor Limited Partners’ cash inflows (capital contributions) and out flows (distributions) and the Investor Limited Partners’ capital account at the end of the period as of each measure ment date. The IRR is presented inception to date and is net of all fees and General Partner carried interest allocations, if any, assuming disposition of assets at the value reported on the Statement of Assets, Liabilities and Partners’ Capital. Note 7: Carry Detail Carried Interest as of period ending December 31, /2010 Carried interest paid since inception through December 31, 2010 Current period carried interest paid Current period carried interest earned Current period carried interest accrued Carried interest in escrow Potential clawback value $0 $0 $0 $29,800,000 $0 $0Version 1.0 C Released October 201126ILPA BEST PRACTICESSAMPLE QUARTERLY PACKAGEDistributions Net proceeds attributable to the Disposition of an Investment in a Portfolio Company, together with any dividends or interest income with respect to such Investment, will be distributed to the Partners participating in such Investment in the following amounts and order: (i) First, 100% to the Partners in proportion to Capital Contributions with respect to such Investment until proceeds equal the aggregate of the following (to the extent not previously distributed): ? the cost basis of all Investments that have been disposed of and write downs, if any, on Investments not dispose ? the Partners’ share of all organizational expenses, Management Fees and other expenses paid by the Partnership and allocated to the Investments referred in ? a preferred return equal to an 8% internal rate of return compounded annually on the amo unts referred to in
(ii) Second, (x) 20% to the Partners in proportion to Capital Contributions with respect to such Investment and (y) 80% to the General Partner, until such time as the General Partner has received, pursuant to clause (y), 20% of the sum of the distributions made under the third bullet point of paragraph (i) and
and (iii) Thereafter, 80% to the Partners in proportion to Capital Contributions with respect to such Investment and 20% to the General Partner. The 20% allocations to the General Partner in steps (ii) and (iii) above are collectivel y termed “carried interest”. Allocations of Profits and Losses All items of income, gain, loss, and deduction will be allocated to the Partners’ capital account in a manner generally consistent with the distribution procedures outlined under “Distributions” above. Realized and accrued carried interest on unrealized Investments is presented in the Statement of Changes in Partners’ Capital as part of the performance carry allocation. Because of the inherent uncertainty in the valuation of the Investments, the allocation of profit or loss to the Limited Partners and the performance carry allocation to the General Partner, as reflected within these financial statements may not necessarily represent amounts that might ultimately be allocated and distributed Other Distributions and Portfolio Investment Distributions Other Distributions (i) related to a Temporary Investment or Bridge Financing shall be distributed among the Participating Partners in proportion to their Capital Contributions with respect thereto, and (ii) other than those described in clause (i) above shall be distributed among the Partners in proportion to their respective Original Available Capital. Portfolio Investment Distributions shall be apportioned among the Participating Partners in proportion to their Capital Contributions with respect to such Portfolio Investment. General Partner Giveback Provisions The General Partner Giveback is equal to the greater of (i) the amount by which the cumulative carried interest distributions with respect to such Limited Partner exceeds 20% of the cumulative net profits earned with respect to such Limited Partner and (ii) an amount such that, upon its distribution to such Limited Partner, the Limited Partner will have received the preferred return, but, in either case, no more than the cumulative carried interest distributions with respect to such Limited Partner (calculated on an aftertax basis). A General Partner Giveback may arise at the end of the Fiscal Year of the Partnership in which the sixth and eighth anniversaries of Commencement Date occurs and immediately prior to the termination of the Partnership. theIf, at the end of the Fiscal Year in which the sixth anniversary of the Commencement Date occurs, there is a General Partner Giveback obligation, the balance in the Escrow Accounts shall be used to satisfy such obligation. If the balance in the Escrow Accounts is insufficient to satisfy the General Partner Giveback, at the end of the Fiscal Year in which the eighth anniversary of the Commencement Date occurs, and immediately prior to the termination of the Partnership, the General Partner will be obligated to contribute an amount equal to the General Partner Giveback at that time. The General Partner Giveback will be accrued as part of the performance carry allocation. At September 30, 2010, there was an Escrow Account balance of $294,285 and the General Partner was not in a Giveback position. Note 8: Advisory Board As of September 30, 2010, the Advisory Board members include the following: LP1, LP2, LP3, LP4, LP5, and LP6. There were no items presented for a vote during the period. Note 9: Subsequent events The Partnership has evaluated subsequent events through October 27, 2010, the date which the financial statements were available to be issued. On August 20, 2010, the Partnership renewed the revolving line of credit for $8,000,000 with a maturity of August 20, 2011Version 1.0 C Released October 201127`SECTION IV SAMPLE SUPPLEMENTAL MANAGEMENT REPORTSVersion 1.0 C Released October 201128ILPA BEST PRACTICESSUPPLEMENTAL MANAGEMENT REPORTSSupplemental Schedule: Portfolio Executive Summary Best Practices Fund II, L.P. Executive Summary C Firm and Fund Level Data ($ Unaudited) 12/31/2010 General Partner:Assets Under Management Active Funds: Active Portfolio Companies: $12.7b 8 212Best Practices Fund II (BP II):Total Commitments (Commenced at May 5, 2006) Total Drawdowns since inception Remaining Commitments Total Number of Investments since inception Number of Portfolio Companies at December 31, 2010 Total Distributions % of total drawdowns % of committed capital Key Fund Valuation Metrics DPI (Distributions to paid-in capital) RVPI (Residual value to paid-in capital) TVPI (Total value to paid-in capital) Historical Fund Performance (TVPI)1.5$858.3m $684.7m $173.6m 17 17 $218.5m 32% 25% 0.3x 0.9x 1.2xRemaining Commitments 20%Total Drawdowns 80%1.21.11.210.90.9 0.80.50Dec-05Dec-06Dec-07Dec-08Dec-09Dec-10Portfolio Breakdown (By Invested Capital) By IndustryOther 3% Services 6% Healthcare 14%By RegionEurope 21%Financials 18%Asia 7%IT 23%Consumer Goods 36%North America 72%Version 1.0 C Released October 201129Best Practices Fund II, LP - 12/31/2010 Investment Data (Expressed in $) Fund Total Current Cost Commitment Invested (A) (B) L E E B H A M L P 7 1 2 2 3 4 5 6 2 4 1.14 1.14 0.54 1.24 2.00 0.00 1.25 1.13 1.06 1.07 1.50 1.50 1.12 1.09 1.09 0.49 1.19 1.95 0.00 1.20 1.08 1.01 1.01 1.50 1.50 1.06 5% 10% -40% 15% 35% -100% 10% 3% 1% 2% 15% 15% 3% Reported Value (C) Realized Proceeds (D) Valuation Driver*Company NameFund LP Initial Security Number of Ownership Ownership Investment Type Shares % (Fully % (Fully Date Diluted) Diluted) Final Exit Date Period Change in Valution Period Change in CostInv. Multiple: Unrealized Security (C+D)/A Movement gains/(losses) & Type IRR Summary** accrued interest (SI) Current Prior Quarter QuarterILPA BEST PRACTICESBest Practices Fund II, L.P.1,250,000 12,78955% 55% 12% 12% 90% 80% 65% 100% 60% 4/15//2010Company 1 Equity Company 1 Debt Company 3 Equity Company 3 Debt Company 4 Equity Company 5 Equity Company 6 Equity Company 7 Equity Company 8 Equity Sub Total Active: Company 2 Equity Sub Total Liquidated: Grand Total: **Movement Summary: 1 - No Change 2 - Change in public market value 3 - Deterioration in performance and potential 4 - Future realization proceeds 5 - Follow-on financing 6 - New investment 7 - Investment write-off 8 - Realized investment5.66% 3/15/% 6/15/% 9/15/% 9/15/% 2/15/% 5/15/% 8/15/% 11/15/% 6/15/20105,000,000 5,000,000 5,000,000 5,000,000 5,000,000 4,000,000 4,000,000 4,000,000 8,000,000 45,000,000 5,000,000 5,000,000 50,000,0005,000,000 5,000,000 5,000,000 5,000,000 5,000,000 4,000,000 4,000,000 4,000,000 4,000,000 41,000,000 5,000,000 5,000,000 46,000,0004,500,000 5,000,000 2,500,000 5,000,000 5,000,000 4,000,000 4,000,000 4,000,000 4,000,000 38,000,000 0 0 38,000,0004,700,000 5,200,000 2,700,000 5,200,000 10,000,000 0 5,000,000 4,500,000 4,000,000 41,300,000 0 0 41,300,0001,000,000 500,000 0 1,000,000 0 0 0 0 250,000 2,750,000 7,500,000 7,500,000 10,250,000$0 $297,829 $468,019 -$145,546 $38,609 $323,439 $2,333,324 -$111,989 $418,876 3,622,561 0 0 3,622,561$0 $0 $386 $0 $38,417 $323,439 $1,693,069 $0 $0 2,055,311 (1,253,152) (1,253,152) 802,159$0 $297,829 $467,633 -$145,546 $192 $0 $640,255 -$111,989 $418,876 1,567,250 1,253,152 1,253,152 2,820,402Supplemental Schedule of Investments (Increased transparency):Version 1.0 C Released October 2011*Valuation Driver: A- Investment held at cost B - Valuation has been reduced due to significant deterioration in the company's performance and potential C - Valuation has been adjusted to the value paid by a sophisticated unrelated new investor D - Valuation at a later round of financing (no new unrelated investor) E - Valuation based on the closing qouted price F - Valuation based on the closing qouted price with a discount for lock up restrictions G - Follow-on costs of a written down investment H - Future realization proceeds I - Valuation based on fairness option in relation to proposed merger J - Realization K - Valuation based on recent transaction multiples L - Valuation based on recent market multiples M - Valuation based on recent market and transaction multiples N - Valuation based on expert third party opinion O - Valuation based on closing qouted price plus valuation of warrants P - Revised company prospectsSUPPLEMENTAL MANAGEMENT REPORTS30ILPA BEST PRACTICES Portfolio Update and Supplemental Schedules Portfolio Company Update Portfolio Company 3Investment Date: Industry: Headquarters: EV at Closing Ticker Symbol:SUPPLEMENTAL MANAGEMENT REPORTSDEAL TEAM: Johnson, Smith, DeMatteis Fund Ownership %: 12% Investment Commitment $10.0m Investor Group Invested Capital $10.0m Ownership %: 75% Realized Proceeds $2.0m Management Ownership % 25% Reported Value $12.0m Board Representation: 2 of 8 Investment Multiple 0.9x Board Members: Jenson, Smith Gross IRR (All Security Types) 15% INVESTMENT BACKGROUND CO-SPONSORS:(Ownership %): ABC I, LP (38%); XYZ Capital (15%); Individuals (10%) Company 3, located in Brooklyn, NY, is a top eldercare referral services company that provides move-ins for the senior housing industry. Founded in 1992, the company provides free personalized information about eldercare facility options to tens of thousands of families each month. To