Consensus One Venture Capital Limited Partnership Deed


7. PARTNERSHIP ACCOUNTS, RECORDS AND REPORTS

7.1 Partner register 
7.2 Maintenance and access to records 
7.3 Auditor 
7.4 Partnership Accounts, reports and tax information 
7.5 Valuation of Investments

7.1 Partner register

(a) The General Partner must establish and maintain a register at the Registered Office, which must specify the following in respect of each Partner:

(i) the name, address, facsimile number and electronic address of the Partner;

(ii) the country of residence of the Partner under Australian Tax Law;

(iii) if the Partner is exempt from tax in its country of residence, details of the basis on which the Partner qualifies for the exemption;

(iv) the date the Partner becomes and ceases to be a Partner;

(v) the Capital Commitment of the Partner;

(vi) the date and amount of each Capital Contribution by the Partner; and

(vii) the date and amount of each change in the Capital Account of the Partner.

(b) Each Partner must as soon as practicable notify the General Partner of any change of the matters referred to in paragraphs (a)(i),(ii) or (iii) in respect of the Limited Partner.

7.2 Maintenance and access to records

(a) The General Partner must, in accordance with the Accounting Standards, establish and maintain, or cause to be established and maintained, appropriate accounts, records and reports of the Partnership and must keep minutes of meetings under this deed of Partners and minutes of meetings under this deed of the Advisory Committee.

(b) The General Partner must ensure that the register and tax returns of the Partnership, the minutes of meetings under this deed of Partners, the minutes of meetings under this deed of the Advisory Committee, this deed, each document amending this deed, each Deed of Accession executed by a person and delivered to the General Partner and each document relating to the Partnership issued by the Registrar, are kept at the Registered Office for a period of at least [insert number] years after termination of this deed.

(c) During Business Hours, a Partner (or representative of the Partner) may, at its own expense and without charge by the General Partner or the Partnership, inspect and copy for any reasonable purpose in relation to the Partnership Interest of the Partner, any of the documents kept at the Registered Office under paragraph (b).

7.3 Auditor

(a) The General Partner must appoint a Registered Company Auditor as auditor of the Partnership Accounts.

(b) The General Partner may from time to time remove the Auditor as auditor of the Partnership Accounts.

(c) If the Auditor dies, retires as auditor of the Partnership Accounts or is removed under paragraph (b), the General Partner must, within 1 month, appoint a Registered Company Auditor as the new auditor of the Partnership Accounts.

(d) If the Auditor ceases to be a Registered Company Auditor or ceases to be able to act as auditor of the Partnership Accounts, the General Partner must, within 1 month, remove the Auditor as auditor of the Partnership Accounts and appoint a Registered Company Auditor as the new auditor of the Partnership Accounts.

(e) The General Partner must give:

(i) prompt notice to the Limited Partners of any death of the Auditor or any retirement of the Auditor as auditor of the Partnership Accounts; and

(ii) prior notice to the Limited Partners of:

A. any removal of the Auditor under paragraph (b) or (d); and

B. any appointment of a Registered Company Auditor under paragraph (c) or (d).

7.4 Partnership Accounts, reports and tax information

(a) Within 3 months after the end of each Financial Year, the General Partner must give to each person who was a Limited Partner at any time during the Financial Year all information in relation to the Partnership which is reasonably necessary for the preparation by the person of a tax return of the person for the year ending at the end of the Financial Year to the Australian Taxation Office.

(b) Within 3 months after the end of each Financial Year, the General Partner must give to each Limited Partner, Partnership Accounts for the Financial Year which have been audited by a Registered Company Auditor appointed under clause 7.3 (Auditor).

(c) Within 2 months after each [31 December], the General Partner must give to each Limited Partner, Partnership Accounts for the 6 months ending on that [31 December] and which have not been audited by the Auditor.

(d) Within one month after the end of each Quarter, the General Partner must give to each Limited Partner:

(i) a narrative statement in respect of each Investment held by or on behalf of the Partnership during the Quarter, including details of:

A. the valuation in accordance with clause 7.5 (Valuation of Investments) as at the end of the Quarter of each investment held by or on behalf of the Partnership as at the end of the Quarter; and

B. each acquisition, disposal or realisation of an investment by the Partnership during the Quarter; 

(ii) a copy, or brief summary of, any investment reports received by the Partnership in relation to an Investment;

(iii) a brief summary of potential transactions being considered by the Partnership; and

(iv) an estimate by the General Partner of any increases in the Paid-Up Proportion under clause 3.6 (Capital calls) during the next Quarter.

7.5 Valuation of Investments

(a) The General Partner must value the Investments as at:

(i) the end of each Quarter;

(ii) the end of each Financial Year; and

(iii) any other times as the General Partner determines in its absolute discretion.

(b) A valuation by the General Partner under paragraph (a) must be in accordance with a methodology determined by the General Partner which is:

(i) in accordance with the Accounting Standards and not inconsistent to a material extent with the Valuation Guidelines; or

(ii) approved by the Advisory Committee or by Special Majority Resolution.

 

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