Reports to Members. At the expense of the Fund, the Managing Member shall cause to be prepared and made available to the Members during each year the following: 2.4.1. If and for as long as the Fund is required to file quarterly reports on Form 10-Q with the Securities and Exchange Commission, the information contained in each such report for a quarter shall be sent upon request to the Members within sixty (60) days after the end of such quarter. Such reports shall contain at least an unaudited balance sheet, an unaudited statement of income for the quarter then ended, an unaudited cash flow statement for the quarter then ended (in the form set forth in quarterly reports required from time to time under the Securities Exchange Act of 1934), and other pertinent information concerning the Fund and its activities during the quarter covered by such reports. If and when such reports are not required to be filed, each Member will be furnished within sixty (60) days after the end of the first six (6) month period of Fund operations an unaudited financial report for that period containing the same information required in the quarterly reports described above. 2.4.2. Within seventy-five (75) days after the end of the Fund’s fiscal year, all information necessary for the preparation of the Members’ federal income tax returns and state income and other tax returns with regard to the jurisdictions where the Properties are located shall be sent to each Member. 2.4.3. Within one hundred twenty (120) days after the end of the Fund’s fiscal year, an annual report containing (i) a balance sheet as of the end of its fiscal year and statements of income, Member’s equity, and statement of cash flows, for the year then ended, shall be prepared in accordance with generally accepted accounting principles and accompanied by an auditor’s report containing an opinion of an independent certified public accountant, and (ii) a report of the activities of the Fund during the period covered by the report shall be sent to each member upon request. Such report shall include a schedule of all compensation paid and distributions made to the Managing Member, including a description of the services performed and identifying the source of each distribution. Such report shall also set forth Distributions to the Members for the period covered thereby and shall separately identify Distributions from (1) Net Cash Flow from Operations during such period, (2) Net Cash Flow from Operations during a prior period which had been held as reserves, (3) Net Sales Proceeds from the disposition of Property and investments, and (4) reserves from the Gross Proceeds of the offering originally contributed by the Members. Such report shall set forth the valuation of a Unit in accordance with Section 2.8 of this Agreement. 2.4.4. The Managing Member shall, within sixty (60) days of the end of each quarter wherein fees were received, send upon request to each Member a detailed statement setting forth the services rendered, or to be rendered, by the Managing Member and the amount of the fees received. In addition, an annual report shall be prepared summarizing such fees and other remuneration and such report shall include a breakdown of costs reimbursed to the Managing Member with verification of the allocation of costs confirmed by the Fund’s certified public accountants. Such annual report shall be furnished at the same time as the report in Section 2.4.3 above. 2.4.5. Within sixty (60) days of the end of each quarter in which the Fund acquires Properties, the Managing Member shall send quarterly reports setting forth the details of the acquisition of Properties to each Member upon request. The report may be in the form of a supplement to the Prospectus and may be prepared more frequently than quarterly. The report shall contain the following information: (a) the location and a description of the general character of all materially important real properties acquired or presently intended to be acquired by the Fund during the quarter, (b) the present or proposed use of such properties and their suitability and adequacy for such use, (c) the terms of any material lease affecting the property, (d) a statement that title insurance has been or will be obtained on all properties acquired, and (e) a statement of the amount of proceeds in the Fund which remain uncommitted or unexpended, stated as both a dollar amount and percentage of the total amount of the offering proceeds of the Fund. The Fund shall post all of the foregoing reports on its website. The Managing Member shall also make such reports available upon request of the administrator of the securities agency in any state in which Units were registered for sale.
Appears in 2 contracts
Sources: Operating Agreement (Cornerstone Realty Fund LLC), Operating Agreement (Cornerstone Realty Fund LLC)
Reports to Members. At the expense of the Fund, the Managing Member 7.2.1 The Company shall cause to be prepared and made available mailed to the Members during each year the followingMember:
2.4.1. If (a) as soon as practicable and for as long as the Fund is required to file quarterly reports on Form 10-Q with the Securities and Exchange Commission, the information contained in each such report for a quarter shall be sent upon request to the Members any event within sixty thirty (6030) days after the end of such quarter. Such reports shall contain at least every quarterly accounting period of each Fiscal Year, an unaudited balance sheet, an unaudited sheet of the Company as of the last day of such semi-annual period and the related statement of income income, shareholders' equity and cash flows and reports of all distributions made to Members for such semi-annual periods and for the quarter then endedportion of the Fiscal Year ending with the last day of such quarter, an unaudited cash flow statement for the quarter then ended (in the form set setting forth in quarterly reports required each case in comparative form corresponding unaudited figures from time to time under the Securities Exchange Act of 1934preceding Fiscal Year (if applicable), prepared in all such cases in accordance with GAAP,
(b) as soon as practicable and other pertinent information concerning the Fund and its activities during the quarter covered by such reports. If and when such reports are not required to be filed, each Member will be furnished in any event within sixty ninety (6090) days after the end of each Fiscal Year, a balance sheet of the first six Company as of the end of such year and the related statements of income, shareholders' equity and cash flows, setting forth in comparative form corresponding figures from the preceding Fiscal Year, prepared in all such cases in accordance with GAAP, and accompanied by an audit report thereon of a nationally recognized accounting firm specified in Section 7.1;
(6c) month period an audit opinion of Fund operations an unaudited the Company's independent auditors selected pursuant to Sections 7.1 hereof relating to the financial statements described in clauses (a) and (b) hereof to the effect that such financial statements (except for the comparison to budget) have been prepared in conformity with GAAP applied on a basis consistent with prior years (except as otherwise specified in such report) and that the audit of such consolidated financial statements has been performed in accordance with GAAP;
(d) such Member's closing Capital Account as of the end of such Fiscal Year; and
(e) a report indicating such Member's share of all items of income, gain, loss, deduction and credit of the Company for that period containing the same information required in the quarterly reports described abovesuch Fiscal Year on a GAAP basis for financial reporting purposes.
2.4.2. 7.2.2 Within seventy-five thirty (7530) days after the end of each quarter, the Fund’s fiscal year, all information necessary for the preparation of the Members’ federal income tax returns Company shall cause to be prepared and state income and other tax returns with regard to the jurisdictions where the Properties are located shall be sent mailed to each Member a financial report setting forth such Member.
2.4.3. Within one hundred twenty (120) days after the end of the Fund’s fiscal year, an annual report containing (i) a balance sheet 's closing Capital Account as of the end of its fiscal year such quarter and statements the manner of the calculation thereof.
7.2.3 At such time, the Company shall deliver at the Company's sole expense to each Member an estimate of such Member's share of all items of income, Member’s equitygain, loss, deduction and statement credit of cash flows, the Company for such quarter and for the year then endedFiscal Year to date for federal income tax purposes.
7.2.4 The above financial statements shall be accompanied by a certificate of the principal accounting or financial officer of the Company to the effect that such financial statements have been prepared under such officer's supervision and that, although such financial statements do not contain the footnotes and other disclosure required to be presented in interim financial statements by GAAP, such financial statements, in such officer's judgment, fairly present the financial condition and results of operations of the Company as of the date and for the periods indicated, subject to normal recurring year-end audit adjustments.
7.2.5 Each financial report delivered to the Members pursuant to this Section 7.2 shall (i) be prepared in accordance with generally accepted accounting principles and accompanied by an auditor’s report containing an opinion of an independent certified public accountantGAAP, and (ii) a report include comparisons with the corresponding amounts of the activities of the Fund during the period covered by the report shall be sent to each member upon request. Such report shall include a schedule of all compensation paid and distributions made to the Managing Member, including a description of the services performed and identifying the source of each distribution. Such report shall also set forth Distributions to the Members for the period covered thereby and shall separately identify Distributions from (1) Net Cash Flow from Operations during such period, (2) Net Cash Flow from Operations during a immediately prior period which had been held as reserves, (3) Net Sales Proceeds from the disposition of Property and investments, and (4) reserves from the Gross Proceeds of the offering originally contributed by the Members. Such report shall set forth the valuation of a Unit in accordance with Section 2.8 of this AgreementFiscal Year.
2.4.4. The Managing Member shall, within sixty (60) days of the end of each quarter wherein fees were received, send upon request to each Member a detailed statement setting forth the services rendered, or to be rendered, by the Managing Member and the amount of the fees received. In addition, an annual report shall be prepared summarizing such fees and other remuneration and such report shall include a breakdown of costs reimbursed to the Managing Member with verification of the allocation of costs confirmed by the Fund’s certified public accountants. Such annual report shall be furnished at the same time as the report in Section 2.4.3 above.
2.4.5. Within sixty (60) days of the end of each quarter in which the Fund acquires Properties, the Managing Member shall send quarterly reports setting forth the details of the acquisition of Properties to each Member upon request. The report may be in the form of a supplement to the Prospectus and may be prepared more frequently than quarterly. The report shall contain the following information: (a) the location and a description of the general character of all materially important real properties acquired or presently intended to be acquired by the Fund during the quarter, (b) the present or proposed use of such properties and their suitability and adequacy for such use, (c) the terms of any material lease affecting the property, (d) a statement that title insurance has been or will be obtained on all properties acquired, and (e) a statement of the amount of proceeds in the Fund which remain uncommitted or unexpended, stated as both a dollar amount and percentage of the total amount of the offering proceeds of the Fund. The Fund shall post all of the foregoing reports on its website. The Managing Member shall also make such reports available upon request of the administrator of the securities agency in any state in which Units were registered for sale.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Louisiana Generating LLC), Limited Liability Company Agreement (Somerset Power LLC)
Reports to Members. At the expense of the Fund, the Managing Member 7.2.1 The Company shall cause to be prepared and made available mailed to the Members during each year the followingMember:
2.4.1. If (a) as soon as practicable and for as long as the Fund is required to file quarterly reports on Form 10-Q with the Securities and Exchange Commission, the information contained in each such report for a quarter shall be sent upon request to the Members any event within sixty thirty (6030) days after the end of such quarter. Such reports shall contain at least every quarterly accounting period of each Fiscal Year, an unaudited balance sheet, an unaudited sheet of the Company as of the last day of such semi-annual period and the related statement of income income, shareholders’ equity and cash flows and reports of all distributions made to Members for such semi-annual periods and for the quarter then endedportion of the Fiscal Year ending with the last day of such quarter, an unaudited cash flow statement for the quarter then ended (in the form set setting forth in quarterly reports required each case in comparative form corresponding unaudited figures from time to time under the Securities Exchange Act of 1934preceding Fiscal Year (if applicable), prepared in all such cases in accordance with GAAP,
(b) as soon as practicable and other pertinent information concerning the Fund and its activities during the quarter covered by such reports. If and when such reports are not required to be filed, each Member will be furnished in any event within sixty ninety (6090) days after the end of each Fiscal Year, a balance sheet of the first six Company as of the end of such year and the related statements of income, shareholders’ equity and cash flows, setting forth in comparative form corresponding figures from the preceding Fiscal Year, prepared in all such cases in accordance with GAAP, and accompanied by an audit report thereon of a nationally recognized accounting firm specified in Section 7.1;
(6c) month period an audit opinion of Fund operations an unaudited the Company’s independent auditors selected pursuant to Sections 7.1 hereof relating to the financial statements described in clauses (a) and (b) hereof to the effect that such financial statements (except for the comparison to budget) have been prepared in conformity with GAAP applied on a basis consistent with prior years (except as otherwise specified in such report) and that the audit of such consolidated financial statements has been performed in accordance with GAAP;
(d) such Member’s closing Capital Account as of the end of such Fiscal Year; and
(e) a report indicating such Member’s share of all items of income, gain, loss, deduction and credit of the Company for that period containing the same information required in the quarterly reports described abovesuch Fiscal Year on a GAAP basis for financial reporting purposes.
2.4.2. 7.2.2 Within seventy-five thirty (7530) days after the end of each quarter, the Fund’s fiscal year, all information necessary for the preparation of the Members’ federal income tax returns Company shall cause to be prepared and state income and other tax returns with regard to the jurisdictions where the Properties are located shall be sent mailed to each Member a financial report setting forth such Member.
2.4.3. Within one hundred twenty (120) days after the end of the Fund’s fiscal year, an annual report containing (i) a balance sheet closing Capital Account as of the end of its fiscal year such quarter and statements the manner of the calculation thereof.
7.2.3 At such time, the Company shall deliver at the Company’s sole expense to each Member an estimate of such Member’s share of all items of income, Member’s equitygain, loss, deduction and statement credit of cash flows, the Company for such quarter and for the year then endedFiscal Year to date for federal income tax purposes.
7.2.4 The above financial statements shall be accompanied by a certificate of the principal accounting or financial officer of the Company to the effect that such financial statements have been prepared under such officer’s supervision and that, although such financial statements do not contain the footnotes and other disclosure required to be presented in interim financial statements by GAAP, such financial statements, in such officer’s judgment, fairly present the financial condition and results of operations of the Company as of the date and for the periods indicated, subject to normal recurring year-end audit adjustments.
7.2.5 Each financial report delivered to the Members pursuant to this Section 7.2 shall (i) be prepared in accordance with generally accepted accounting principles and accompanied by an auditor’s report containing an opinion of an independent certified public accountantGAAP, and (ii) a report include comparisons with the corresponding amounts of the activities of the Fund during the period covered by the report shall be sent to each member upon request. Such report shall include a schedule of all compensation paid and distributions made to the Managing Member, including a description of the services performed and identifying the source of each distribution. Such report shall also set forth Distributions to the Members for the period covered thereby and shall separately identify Distributions from (1) Net Cash Flow from Operations during such period, (2) Net Cash Flow from Operations during a immediately prior period which had been held as reserves, (3) Net Sales Proceeds from the disposition of Property and investments, and (4) reserves from the Gross Proceeds of the offering originally contributed by the Members. Such report shall set forth the valuation of a Unit in accordance with Section 2.8 of this AgreementFiscal Year.
2.4.4. The Managing Member shall, within sixty (60) days of the end of each quarter wherein fees were received, send upon request to each Member a detailed statement setting forth the services rendered, or to be rendered, by the Managing Member and the amount of the fees received. In addition, an annual report shall be prepared summarizing such fees and other remuneration and such report shall include a breakdown of costs reimbursed to the Managing Member with verification of the allocation of costs confirmed by the Fund’s certified public accountants. Such annual report shall be furnished at the same time as the report in Section 2.4.3 above.
2.4.5. Within sixty (60) days of the end of each quarter in which the Fund acquires Properties, the Managing Member shall send quarterly reports setting forth the details of the acquisition of Properties to each Member upon request. The report may be in the form of a supplement to the Prospectus and may be prepared more frequently than quarterly. The report shall contain the following information: (a) the location and a description of the general character of all materially important real properties acquired or presently intended to be acquired by the Fund during the quarter, (b) the present or proposed use of such properties and their suitability and adequacy for such use, (c) the terms of any material lease affecting the property, (d) a statement that title insurance has been or will be obtained on all properties acquired, and (e) a statement of the amount of proceeds in the Fund which remain uncommitted or unexpended, stated as both a dollar amount and percentage of the total amount of the offering proceeds of the Fund. The Fund shall post all of the foregoing reports on its website. The Managing Member shall also make such reports available upon request of the administrator of the securities agency in any state in which Units were registered for sale.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Oswego Harbor Power LLC)
Reports to Members. At Manager shall prepare and deliver the expense following reports to each Member:
(a) (i) within twenty-seven (27) days after the end of each fiscal quarter, (i) the consolidated operating statement and balance sheet of the FundCompany for the prior fiscal quarter and a summary showing each Member’s Capital Contributions, distributions and projected distributions based on the Managing Member shall cause to be prepared calculation of the IRR as of the date of such statement, and made available (ii) within forty-five (45) days after the end of each fiscal quarter, a management discussion and analysis which contains a narrative summary of the operating results, comparison, deviation and sensitivity analyses in relation to the Members during each year Annual Business Plan and Budget (and any pro formas and projections contained therein), a description of the following:acquisition activity, disposition activity, financing activity (if applicable), capital contributions and distributions and such other matters typically discussed in a quarterly report;
2.4.1. If and for as (b) so long as the Fund American Member is required to file quarterly reports on Form 10Manager, within forty-Q with five (45) days after the Securities and Exchange Commissionend of each fiscal quarter, (x) the information contained in each such report for a quarter American Member’s balance sheet (which shall be sent upon request audited at the end of each Fiscal Year to the Members extent available), (y) a statement of changes in the equity as of the end of such Fiscal Year and (z) a compliance certificate certifying the Member’s Equity of the American Member;
(c) within sixty (60) days after the end of such quarter. Such reports shall contain at least each Fiscal Year, an annual report containing an unaudited balance sheet, an unaudited consolidated operating statement and statement of income cash flows for the quarter then ended, an unaudited cash flow such Fiscal Year and a consolidated balance sheet and statement for the quarter then ended (of changes in the form set forth in quarterly reports required from time to time under Members’ equity as of the Securities Exchange Act end of 1934), and other pertinent information concerning the Fund and its activities during the quarter covered by such reportsFiscal Year. If and when such reports are not required to be filed, each Member will be furnished within sixty Within ninety (6090) days after the end of the first six (6) month period each Fiscal Year, a consolidated operating statement, balance sheet, statement of Fund operations an unaudited financial report for that period containing the same information required cash flows and statement of changes in the quarterly reports described above.Members’ equity (which financial statements shall be audited and certified by the Company’s accounting firm and shall include all appropriate footnotes);
2.4.2. Within seventy(d) after July 1, 2015, within twenty-five seven (7527) days after each month, an electronic trial balance shall be transmitted to the end APFC Member; and
(e) a report (each an “Acquisition Report”) on the twenty-seventh (27th) day of each calendar month, in form and substance reasonably acceptable to the APFC Member, setting forth all of the Fund’s fiscal yearfollowing for the prior calendar months: (i) a description of each Property, including its street address and a photograph, acquired during the prior calendar months (provided, that a photograph of a Property shall only be required after the initial acquisition of such Property and shall not have to be sent with each subsequent Acquisition Report (i.e., only one (1) photograph per Property), (ii) a summary of all due diligence conducted with respect to such Property so that the APFC Member is able to monitor compliance with the Property Parameters under the heading “Acquisition Method” in Schedule B, (iii) the total purchase price of such Property, (iv) the budget for the Initial Renovation of such Property, (v) the projected annual operating expenses for such Property, (vi) the projected annual rental rate for such Property following completion of the Initial Renovation, (vii) the unadjusted maximum bid for such Property, (viii) the report shall identify those Properties acquired during the prior calendar months which are single-family residences, townhomes and condominiums so that the APFC Member is able to monitor compliance with the Property Parameters under the heading “Residence Type” in Schedule B, (ix) the report shall identify the characteristics of those Properties acquired during the prior calendar months so that the APFC Member is able to monitor compliance with the Property Parameters under the heading “Other Characteristics” in Schedule B, (x) the report shall separately list each of the Properties acquired during the prior calendar months which are in the permitted deviations set forth in Schedule B, and (xi) any other material information relating to those Properties acquired during the prior calendar months discovered prior to or after the acquisition of such Properties. The Chief Financial Officer and the Chief Executive Officer of Manager shall certify that all such financial statements and reports delivered to the Members pursuant to this Section 8.4 are accurate in all material respects and prepared in accordance with United States generally accepted accounting principles. To the extent that Manager has not received financial information from an un-Affiliated third party and such financial information is necessary for the preparation of the Members’ federal income tax returns financial statements required under this Section 8.4, Manager is permitted to use good faith estimates provided that Manager discloses in the financial statements the basis for its good faith estimate and state income diligently pursues financial information from such third party. The financial statements and other tax returns with regard all financial information will be provided to the jurisdictions where APFC Member electronically in a format that is acceptable to the Properties are located APFC Member and compatible with the APFC Member’s internal financial reporting system. At the request of the APFC Member, all reports and notices required to be delivered by Property Manager under the Property Management Agreement shall be sent delivered to each the APFC Member.
2.4.3. Within one hundred twenty (120) days after , and the end American Member shall cause the Property Manager to comply with any other reasonable requests of the Fund’s fiscal year, an annual report containing (i) a balance sheet as APFC Member. The American Member shall cause the Property Manager to comply with any other reasonable requests of the end APFC Member which may include provision of its fiscal year the following reports: year-to-date and statements of incomemonthly income statement compared to budget (with variance explanations for all significant variances), Member’s equity, and statement of cash flows, for the year then endedrent roll, shall be prepared in accordance accounts receivable and aging report with generally accepted accounting principles explanation of significant delinquencies, management fee calculation, leasing report and accompanied by an auditor’s report containing an opinion of an independent certified public accountant, and (ii) a report of the activities of the Fund during the period covered other reports as required by the report shall be sent APFC Member from time to each member upon request. Such report shall include a schedule of all compensation paid and distributions made to the Managing Member, including a description of the services performed and identifying the source of each distribution. Such report shall also set forth Distributions to the Members for the period covered thereby and shall separately identify Distributions from (1) Net Cash Flow from Operations during such period, (2) Net Cash Flow from Operations during a prior period which had been held as reserves, (3) Net Sales Proceeds from the disposition of Property and investments, and (4) reserves from the Gross Proceeds of the offering originally contributed by the Members. Such report shall set forth the valuation of a Unit in accordance with Section 2.8 of this Agreementtime.
2.4.4. The Managing Member shall, within sixty (60) days of the end of each quarter wherein fees were received, send upon request to each Member a detailed statement setting forth the services rendered, or to be rendered, by the Managing Member and the amount of the fees received. In addition, an annual report shall be prepared summarizing such fees and other remuneration and such report shall include a breakdown of costs reimbursed to the Managing Member with verification of the allocation of costs confirmed by the Fund’s certified public accountants. Such annual report shall be furnished at the same time as the report in Section 2.4.3 above.
2.4.5. Within sixty (60) days of the end of each quarter in which the Fund acquires Properties, the Managing Member shall send quarterly reports setting forth the details of the acquisition of Properties to each Member upon request. The report may be in the form of a supplement to the Prospectus and may be prepared more frequently than quarterly. The report shall contain the following information: (a) the location and a description of the general character of all materially important real properties acquired or presently intended to be acquired by the Fund during the quarter, (b) the present or proposed use of such properties and their suitability and adequacy for such use, (c) the terms of any material lease affecting the property, (d) a statement that title insurance has been or will be obtained on all properties acquired, and (e) a statement of the amount of proceeds in the Fund which remain uncommitted or unexpended, stated as both a dollar amount and percentage of the total amount of the offering proceeds of the Fund. The Fund shall post all of the foregoing reports on its website. The Managing Member shall also make such reports available upon request of the administrator of the securities agency in any state in which Units were registered for sale.
Appears in 1 contract
Sources: Limited Liability Company Agreement (American Homes 4 Rent)
Reports to Members. At the expense (a) The Board of the Fund, the Managing Managers shall deliver to each Member shall cause to be prepared and made available to the Members during each year the following:
2.4.1. If and for as long as the Fund is required to file quarterly reports on Form 10within forty-Q with the Securities and Exchange Commission, the information contained in each such report for a quarter shall be sent upon request to the Members within sixty five (6045) days after the end of each fiscal quarter of each fiscal year, (i) the unaudited consolidated balance sheet of the Company as at the end of such fiscal quarter. Such reports shall contain at least an , (ii) the related unaudited balance sheetconsolidated statements of income, an unaudited statement members' equity and cash flows of income the Company and a schedule of the Net Cash Flow for such fiscal quarter and for the quarter period from the beginning of the then endedcurrent fiscal year to the end of such fiscal quarter, and (iii) an unaudited Officer's certificate certifying that such statements fairly present the consolidated financial condition of the Company as at the dates indicated and the consolidated results of the Company's operations and its consolidated cash flow statement flows for the quarter then ended periods indicated, subject to changes resulting from audit and normal year-end adjustments.
(in the form set forth in quarterly reports required from time b) The Board of Managers shall deliver to time under the Securities Exchange Act of 1934), and other pertinent information concerning the Fund and its activities during the quarter covered by such reports. If and when such reports are not required to be filed, each Member will be furnished as soon as available and in any event within sixty ninety (6090) days after the end of each fiscal year, the first six (6) month period consolidated balance sheet of Fund operations an unaudited financial report for that period containing the same information required in the quarterly reports described above.
2.4.2. Within seventy-five (75) days after Company as at the end of the Fund’s such fiscal year, all information necessary for the preparation related consolidated statement of income and the consolidated statements of members' equity and cash flows of the Members’ federal income tax returns and state income and other tax returns with regard to the jurisdictions where the Properties are located shall be sent to each Member.
2.4.3. Within one hundred twenty (120) days after the end of the Fund’s Company for such fiscal year, together with an annual report containing (i) a balance sheet as Officer's certificate certifying that such statements fairly present the consolidated financial condition of the end Company as at the dates indicated and the consolidated results of the Company's operations and its fiscal year and statements of income, Member’s equityconsolidated cash flows for the periods indicated, and statement of cash flows, for the year then ended, shall be prepared in accordance with generally accepted accounting principles and accompanied by an auditor’s report containing an opinion of an independent certified public accountant, and (ii) a report of the activities of auditor selected pursuant to Section 4.2 expressing an opinion on the Fund during Company's consolidated financial statements (and as to fair presentation, the period covered by the auditor's report shall be sent to each member upon request. Such report shall include a schedule of all compensation paid and distributions made to the Managing Member, including a description of the services performed and identifying the source of each distribution. Such report shall also set forth Distributions to the Members for the period covered thereby and shall separately identify Distributions from (1) Net Cash Flow from Operations during such period, (2) Net Cash Flow from Operations during a prior period which had been held as reserves, (3) Net Sales Proceeds from the disposition of Property and investments, and (4) reserves from the Gross Proceeds of the offering originally contributed by the Members. Such report shall set forth the valuation of a Unit in accordance with Section 2.8 of this Agreementunqualified).
2.4.4. The Managing Member shall(c) Promptly upon receipt thereof, within sixty (60) days of the end of each quarter wherein fees were received, send upon request Company shall provide to each Member a detailed statement setting forth copies of all final reports submitted to the services renderedCompany by independent certified public accountants in connection with each annual, interim or to be rendered, by the Managing Member and the amount special audit of the fees received. In addition, an annual report shall be prepared summarizing such fees and other remuneration and such report shall include a breakdown of costs reimbursed to the Managing Member with verification financial statements of the allocation of costs confirmed Company made by the Fund’s certified public such accountants. Such , including, without limitation, any comment letter submitted by such accountants to management in connection with their annual report shall be furnished at the same time as the report in Section 2.4.3 aboveaudit.
2.4.5. Within sixty (60) days of the end of each quarter in which the Fund acquires Properties, the Managing Member shall send quarterly reports setting forth the details of the acquisition of Properties to each Member upon request. The report may be in the form of a supplement to the Prospectus and may be prepared more frequently than quarterly. The report shall contain the following information: (a) the location and a description of the general character of all materially important real properties acquired or presently intended to be acquired by the Fund during the quarter, (b) the present or proposed use of such properties and their suitability and adequacy for such use, (c) the terms of any material lease affecting the property, (d) The Company shall provide each Member with a statement that title insurance has been copy of any representation letter furnished by the Company to its independent auditors in connection with any annual or will be obtained on all properties acquired, and special audit of the Company's financial statements.
(e) a statement The Board of Managers shall provide all Members and Assignees with those information returns required by the amount Code and the laws of proceeds in the Fund which remain uncommitted or unexpended, stated as both a dollar amount and percentage of the total amount of the offering proceeds of the Fund. The Fund shall post all of the foregoing reports on its website. The Managing Member shall also make such reports available upon request of the administrator of the securities agency in any state in which Units were registered for salestate.
Appears in 1 contract
Sources: Operating Agreement (NHP Inc)