Memorandum Net Present Value and Apex Investment Partners...

MEMORANDUM To Apex Investment Partners: According to my analysis of the Accessline’s proposed term sheet, I do not believe that Apex would serve its own interests, or those of its investing partners, by investing in Accessline according to the terms proposed. By investing at the proposed valuation, according to the proposed control and incentive structure, Apex would be shouldering a disproportionate share of the risk should Accessline fail to meet its performance targets, or require fresh inflows of capital from future investment rounds. Nor can Accessline take the sort of steps necessary to protect its investment in the case of management failure. Should Apex make a counter-offer, I would suggest the following terms:†¦show more content†¦First and foremost, Apex must insist on the right to elect one director to the board. Series A investors already have one seat, and the current voting clauses allow Series A to effectively retain control of decision making by requiring 2/3rds majority for many key decisions. Should future funding rounds be required, those investors may insist on seats on the board. Apex must remove antidilution protection from employee shares, as this removes a significant incentive for employees and management to reduce Accessline’s burn rate. However, as Series A investors retain a veto over the deal, their shares must be allowed to retain anti-dilution protection. Additionally, we may propose a point at which additional investment rounds (above and beyond $32m of fresh capital) would cause dilution of ESOP shares at an accelerated rate. Dividends should be made cumulative and issuable upon a liquidation event or an IPO. Such dividends may be converted, if the holder desires, to common shares. This will encourage management to seek a quicker exit. Liquidation preference must be strengthened in other ways. In my opinion, the current arrangement allows management and employees to receive unjustified returns in the case of a liquidation. I suggest a ratio of 1.5 times the Series B purchase price, applicable to Series A shares, with the remainder to beShow MoreRelatedComparative Study of Commercial Banks and Co-Operative Banks20279 Words   |  82 Pagesgroups successfully weathering the impact of an upturn in interest cycle. The demand for credit was broad-based during 2004-05 with agriculture and industry joining the housing and retail sectors to drive up the demand for credit. A sharp increase in net interest income mitigated to a large extent the impact of a sharp decline in non-interest income mainly on account of decline in trading profits. Banks continued to earn sizeable profits albeit somewhat lower than last year. 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Assessment Process for Linguistic Ability of 3-4 Years Old Children Free Essays

string(53) " limit their imagination and give them any pressure\." The focus of this paper is on the assessment processes used in descriptive studies of children, aged 3-4 years, who are learning English. We adopt mainly classroom assessments with naturally occurring performance tasks and used multiple intelligence theory to assess their progress. In so doing we have found both problems and benefits that come from using this kind of assessment for young children. We will write a custom essay sample on Assessment Process for Linguistic Ability of 3-4 Years Old Children or any similar topic only for you Order Now Lots of data were put to use for this paper, and my hope is that it could open and enlighten kindergarten English teachers. . Context Twenty-first century learning is about the process of integration and using knowledge, not just the acquisition of facts and procedures. Educators need to build assessments for learning, rather than just solely teaching. Assessment is different from testing. According to Graves, Juel, Graves (2006), assessment uses ongoing evaluations and is used to guide further instruction. Accounts by Mitchell (1992), Wiggins (1992), and Wolf, LeMahieu, and Eresh (1992) suggest that teachers who have used performance tests report improved thinking and problem solving in their learners.Additionally, school districts in Colorado, Oregon, California, New York, New Hampshire, Texas, Illinois, and other states have all taken it upon themselves to experiment with performance tests in their classrooms (Educational Leadership, 1992). We carried out a small-scale project with observation method because the value of observing is not for collection of files but to assess the prospective development and to match it is with an appropriate response. (Carole Sharman Wendy Cross Diana Vennis Observing Children: A Practical Guide, 3th Edition)Wordless picture books can be both â€Å"pure† picture books or the â€Å"almost† wordless picture books that rely on illustrations to tell a story, and they offer a variety of topics, themes, and levels of difficulty (Jalongo, Dragich, Conrad, Zhang 2002). Many educators have used wordless picture books to support the development of young children’s literacy skills (Avery 1996; Gitelman 1990; Read Smith 1982; Reese 1996). Because of the absence of print, it also makes it possible for ESL or EFL students doing reading and writing activities to use the same materials.In the next section we will present the experience of practicing a performance assessment in my teaching and learning. Participant The authors of this paper are Li Shu and Teacher Yang. Li Shu is an English teacher who works as a teacher at the Montessori kindergarten, Etonkids. Teacher Yang is also a teacher at Etonkids, working in the Casa class (from 3-years old to 6- years old). Li Shu (Li) and Yang observed a group of 10 2-3year children for over 1 week without telling students that this is for assessment.Concerning the children’s family culture, 4 children’s parents don’t understand English and don’t speak English; 4 children’s parents speak a little English and 2 children’s parents can understand English and speak English to them. Procedure (step by step) Assessment techniques Teaching and learning require that you constantly gather information and make decisions. You might not realize it, but teachers make decisions about students at the rate of one every 2 to 3 minutes (Shavelson Stern, 1981). That’s about 20 decisions every class period!Sound teaching decisions require sound information and only sound assessment procedures gather sound information. Researchers estimate that teachers may spend anywh ere from one third to one half of their time in assessment-related activities (Stiggins, Conkin, Associates, 1992) so every teacher should think about the decisions that he/she makes. After I participated in the course â€Å"Educational Assessment of Students†, I learned that before I teach and assess, I think about the following questions: 1.What content do I need to cover during this day, this week, this month, and this marking period? 2. What abilities (cultural background, interests, skills etc. ) of my students do I need to take into account as I plan my teaching activities? 3. What materials are appropriate for me to use with this group of students? 4. What learning activities will my students and I need to be engaged in as I teach the lesson? 5. What learning targets do I want my students to achieve as a result of my teaching? 6. How should I organize and arrange the students in my class for the upcoming lessons and activities?With these questions and taking into consideration of their age, their ability to see things in their true light, their level of self-control, their language ability, etc. , I chose to use an informal observation method for the students during their classroom activities. This is performance assessment. It not only assesses my students’ learning, it also assesses my teaching goals and the appropriateness of my teaching materials. I have prepared a short song with words to be assessed at the end of the week.There are two main purposes for this assessment. One is to assess whether the ten children could remember and understand these words. The second is to assess other developments of the children. All of the words are my weekly teaching goals and the music gives them a signal of these words’ meanings. The children need to memorize these words and be able to say them correctly. I chose some wordless books named â€Å"I can†¦Ã¢â‚¬ ,and â€Å"Animals on farm† and left them on the bookshelf where they were available to the students at any time.During the work time or circle time, I also played different styles of music to which to work to, that coordinate with my teaching goal. They have this English class time for a total of 45 minutes, including 15 minutes of circle time and 30 minutes of playground time, each day. Our weekly topic is about such verbs as walk, jump, tiptoe, gallop, hop, and skate. My role is to focus on observing these 10 children’s daily conversation and daily language activities. Yang’s role, as a Montessori teacher and being very familiar with our objectives, is to focus on observing these children’s daily activities.As such we are observing from different perspectives. We did not inform the students of our expectations because we did not want to limit their imagination and give them any pressure. You read "Assessment Process for Linguistic Ability of 3-4 Years Old Children" in category "Papers" I assessed their language learning ability and Teacher Yang assessed their synthetic ability. In total, between the two of us, we assed every child from 7 different categories. They are: 1. Word Pronunciation; 2. Picture Identification; 3. Recognition of meaning; 4. Ability to read the word; 5. Body Expression; 6. Musical Understanding; and 7. Interpersonal elationships or social ability. According to Howard Gardner’s Theory of Multiple Intelligences, the first 4 points fall under the category of linguistic ability while points 4,5,7 fall under the category of Bodily-Kinesthetic Intelligence (the ability to use one’s mental abilities to coordinate one’s own bodily movements). This intelligence challenges the popular belief that mental and physical activities are unrelated. Musical Intelligence encompasses the capability to recognize and musical pitches, tones, and rhythms and use them to compose music.Auditory abilities are also required for a person to develop this intelligence in relation to pitch and tone but it is not needed for the knowledge of rhythm. These two functions are separate from each other, but most cultures give these two a close association (Dr. Howard Gardner. 1983). Auditory functions are also not needed for the knowledge of interpersonal feelings and intentions of others which Gardner categorizes as the Intrapersonal Intelligence–the ability to understand one’s own feelings and motivations.From the above description, you can see we mainly choose Natural Occurring tasks (for Performance assessment) and integrated them with the Theory of Multiple Intelligences. Here, I think it’s necessary to give explanation of â€Å"performance assessment†, â€Å" Naturally Occurring† and â€Å"Multiple Intelligences Theory† According to Nitko and Brookhart (2007), a performance assessment presents a task that requires students to do an activity that requires applying their knowledge and skills for several learning targets and uses clearly defined criteria to evaluate how well the student has achieved this task.Naturally occurring tasks require you to observe and assess students in natural settings: in typical classroo m settings, on the playground, at home etc. In this setting you are more likely to see how the student typically performs when they want to achieve a goal, such as cooperating with members of a group to accomplish a task. In natural settings you do not tell students that they are being assessed, nor do you control the situation in any way. Gardner defines intelligence as â€Å"the capacity to solve problems or to fashion products that are valued in one or more cultural setting† (Gardner ; Hatch, 1989). Using biological and anthropological research, he formulated a list of seven intelligences. This new outlook on intelligence differs greatly from the traditional view which generally recognizes only two intelligences, verbal and computational. The seven intelligences that Gardner defines are: 1. Logical-Mathematical Intelligence consists of the ability to detect patterns, reason deductively and think logically. This intelligence is most often associated with scientific and mathematical thinking. . Linguistic Intelligence involves having a mastery of language. This intelligence includes the ability to effectively manipulate language to express oneself rhetorically or poetically. It also allows one to use language as a means to remember information. 3. Spatial Intelligence gives one the ability to manipulate and create mental images in order to solve problems. This intelligence is not limited to visual domains–Gardner notes that spatial intelligence is also formed in blind children. . Musical Intelligence encompasses the capability to recognize and compose musical pitches, tones, and rhythms. (Auditory functions are required for a person to develop this intelligence in relation to pitch and tone, but it is not needed for the knowledge of rhythm. ) 5. Bodily-Kinesthetic Intelligence is the ability to use one’s mental abilities to coordinate one’s own bodily movements. This intelligence challenges the popular belief that mental and physical activity are unrelated. 6.The Personal Intelligences includes Intrapersonal Intelligence(the ability to understand one’s own feelings and motivations) and Interpersonal Intelligence (the ability to understand the intentions of others). These two intelligences are separate from each other. Nevertheless, because of their close association in most cultures, they are often linked together. Although the intelligences are anatomically separated from each other, Gardner claims that the seven intelligences very rarely operate independently.Rather, the intelligences are used concurrently and typically complement each other as individuals develop skills or solve problems. Next, we give the criteria (standards) against what students will be judged and define what indicators we use to determine the â€Å"level† of competence. We consult The Developmental Progress of Infants and Young Children (3rd edn ). London: HMSO. ( Sheridan. M. 1995). We made an assessment form for every child. See table 1 (EXAMPLE OF THE ASSESSMENT FOR A STUDENT) Weekly English Learning assessment forms. CHILD’S NAME AGE: |3Y and 2M |CLASS LEVEL NAME, CAMPUS |LI DO | | | | |CAMPUS | |LEVEL AND TITLE OF BOOK PRESENTED |Level 1 |WEEK/MONTH |WEEK2/Mar | |NAME OF CHINESE ENGLISH TEACHER |Li Shu |NAME OF ENGLSIH HEAD TEACHER |DJ. inter | |VOCABULARY |Word Pronunciation |Identifies |Understands |Reads |Bodily |Musical |Social | | | |picture |meaning |word |expression |understanding |Interaction | |Walk |3 |2 |3 |3 |5 |4 |1 | |Jump |3 |3 |3 |4 |5 |4 |1 | |Gallop | | | | | | | | |Skate | | | | | | | | |Hop | | | | | | | | |Tiptoe | | | | | | | | | | | | | | | | | | | | | | | | | | | |DATE FIRST OBSERVED | |Familiarity with the words | 09/03 | |Ability to Speak the words | 11/03 | |Listens to an adult read story books | 11/03 | |Familiarity with the story book | |Ability to answer simples questions about story | 10/03 | |Understands sto ry | | |Reads story with assistance | | |Reads story without assistance | | |Creates extensions/versions of story | | |SPORT INTELLEGENCE | |LINGUISTIC |SOCIAL DEVELOPMENT |INTERPERSONAL |MUSICAL | | | |INTELLEGENCE | |DEVELOPMENT |INTELLEGENCE | |5 |3 |3 |1 | | | |ADDITIONAL COMMENTS ON THE CHILD’S PROGRESS | NOTE: 1-POOR 2-ORDINARY 3-GOOD 4-WONDERFUL 5-EXCELLENTWe directly observed students, matched the student’s performance to the criteria (standards) and determined which level most closely correlated for the students and completed the forms. The results from the assessment showed that some of the students show their intelligence through the sport, and musical intelligences. So, we began to think about teaching and asked ourselves why we don’t teach English by using more sport activities or musical activities. At last we provided student feedback in terms of levels of competence, talked with parents and adjusted teaching methods appropriately. Why did we choose a classroom performance assessment? 1. Good for children; 2. Good for teachers Performance assessments have several advantages over other assessments.These advantages are summarized here (Hambleton Murphy, 1992; Linn Gronlund, 1995; Oosterhof, 1994; Rudner Boston, 1994; Shepard, 1991; Stiffins, 1994; Wiffins, 1990): 1. Performance tasks clarify the meaning of complex learning targets. Authentic performance tasks match complex learning targets to a close degree. When you present them to students and share them with parents, you make the learning goals clear through actual example. 2. Performance tasks assess the ability â€Å"to do†. An important school outcome is the ability to use knowledge and skill to solve problems and lead a useful life, rather than simply to answer questions about doing. 3.Performance assessment is consistent with modern learning theory. Modern learning theory emphasizes that students should use their previous knowledge to build new knowledge structures, be actively involved in exploration and inquiry through task like activities, and construct meaning for themselves from educational experience. Most performance assessments engage students and actively involve them with complex tasks. Many performance tasks require exploration and inquiry. 4. Performance assessments may be linked more closely with teaching activities. When your teaching requires students to be actively involved in inquiry and performance activities, performance assessments are a meaningful component.This is not an advantage of performance assessments if your teaching is primarily teacher directed or uses lecture style. 5. Performance tasks integration of knowledge, skills, and abilities. Complex performance tasks, especially those that span longer periods, usually require students to use many different skills and abilities. Portfolio assessment, projects, and research reports, for example, require a student to use knowledge from several different subject areas and many different abilities. 6. Performance tasks broaden the approach to student assessment. Introducing performance assessment along with traditional objective formats broadens the types of learning targets you assess and offers students a variety of ways of expressing their learning. This increases the validity of your student evaluations. 7. Performance tasks let teachers assess the processes students use as well as products they produce. Many performance tasks offer you the opportunity to watch the way a student goes about solving a problem or completing a task. Appropriate scoring rubrics help you collect information about the quality of the processes and strategies students use, as well as assess the quality of the finished product. What did I find? For teachers 1. After doing this assessment, we both got some experience. As young children’s teachers, we are important decision makers and must plan the environment accordingly. Teachers, make it your first task to know your students better, for you surely do not know them† (Jean Jacques Rousseau in Ellis, 2001, p. 67). Today’s classrooms provide unique challenges for teachers. Teachers must know content matter as well as state standards. When we craft assessment for children, we should be considering many potential factors for children so as not to delay or hinder children’s development, while also discovering their problems and potential capabilities. 2. It’s difficult to craft a high-quality performance assessment, because good performance assessments should match complex learning targets. Teachers need to learn a significant number of skills to create high-quality tasks.For example, we used multiple intelligence in this assessment, so teachers must be familiar with this theory and use it in the classroom to assess performance of tasks. This means that educators should recognize and teach to a broader range of talents and skills. For students 1. Completing performance tasks takes a lot of time for the students. Most authentic tasks take days, weeks or even longer periods of time for young children to complete. 2. A student’s performance on a task very much depends on their prior knowledge, the particular wording or phrasing of the a task, the context in which it is administered, and the specific subject-matter content embedded in the task (Lane et al. 1992; Linn, 1993; Shavelson Baxter, 1991). Conclusion In conclusion, I want to say that classroom assessment with naturally occurring task is more suitable to young children’s language learning than other kinds of assessment. However it still needs more work, especially in the development of appropriate rubrics. The teachers doing this type of assessment need to be educated in the knowledge and skills that are needed and also need to be patient. Yang and I had almost one week observation of all of these children. Some of children learned from books. Some of children learned from the teacher. Some of children learned from conversations with each others.In conclusion, different children have different learning styles and all teachers should respect their different learning styles by providing different learning opportunities for every child. I hope that our assessment is a true performance style, and that more teachers will use this type of ongoing assessment as a way to improve both our teaching and our learning.Reference ANTHONYJ. NITKO. (1996). Educational Assessment of students. Pearson education, INC, upper Saddle River, New Jersey 07458. Brualdi, Amy C. Multiple Intelligences: Gardner’s Theory. 1996-09-00. (ERIC Identifier: ED410226). Ran Hu. ; Michelle Commeyras. (2008). Assessment processes for emergent biliteracy in english and Chinese of a five-year old Chinese girl in the united states. CELEA Journal. Vol. 31. No. 5, p68 Gardner, H. , ; Hatch, T. (1989). Multiple intelligences go to school: Educational implications of the theory of multiple intelligences. Educational Researcher, 18(8), 4-9. Sheridan, M. (1995) the Developmental Progress of Infants and Young Children (3rd edn). London: HMSO. Dare, A. and O’Donovan, M. (1997) Good Practice in Caring for Young Children with Special Needs. Leckhampton: Stanley Thornes. Kornhaber, M. , ; Gardner, H. (1993, March). Varieties of excellence: identifying and assessing children’s talents. A series on authentic assessment and accountability. New York: Columbia University, Teachers College, National Center for Restructuring Education, Schools, and Teaching. (ED 363 396) How to cite Assessment Process for Linguistic Ability of 3-4 Years Old Children, Essays

Uneducated Masses free essay sample

The Rise of Uneducated Masses Ancient Rome, the world’s most advanced civilization. The reason for this is that Rome started off with a passion for education and trying new things. The Romans always were making something to improve their civilization. For this love for intelligence, they became the world’s most advanced civilization. But now that they were at the top, what were they to do? Why don’t they take a short resting period? All throughout Rome, they decided they are big enough, they are strong enough, and no one would come to harm them. They were on top.But the laziness began to settle all throughout Rome, and nothing was being done. The people that had education and knew how to run this civilization were gone. They left the younger generations with no one. The collapse of the Roman empire. When the ancient civilization of Rome began, they were known as the most advanced civilization in their modern time period. We will write a custom essay sample on Uneducated Masses or any similar topic specifically for you Do Not WasteYour Time HIRE WRITER Only 13.90 / page Now, in order to gain this high status they had to have a large number of their people that were educated. In Rome, you were not a â€Å"civilized citizen† if you did not have a formal education background (â€Å"Roman Society, Roman Life†).With the bar set high for all these average citizens, they all had to do something to receive some education. They were taught agriculture, warfare, Roman traditions, public affairs, reading, and writing (â€Å"Rome†). With Rome’s people very educated they started to set out on inventing new technologies to make things bigger and better. Eventually, Rome developed a trade route that they could use to visit other places and bring information back and other cultures back as well. This is how the Roman Empire began, by educated their people and having them think of ways to make the civilization even better.Rome hit the high point; they were officially the biggest and the best of the empires of the modern world. Since Rome knew that they were on top and in control, they thought they could get a little lazy. Rome was growing at a very fast rate, at this time, and there was not enough people teaching the younger generation, so slowly the rate of educated people declined (â€Å"Roman†). Now, the older people were the educated ones and when they were moved out of their placement the uneducated, younger, people rose into authority, ruling without any formal educational background.Having the uneducated people take place of the educated people, made it difficult for everyone. No one had a clue of what to do because their generation was taught to be lazy (â€Å"Rome†). At this time, there were only few educated people, but they had to be born into a rich or royal family. Schooling cost money, and was decided by the parent if you were to attend (â€Å"Roman†). Since Rome had many uneducated people and few educated people, the people of Rome did not have a plan. So the catholic Churches thought it would be their turn to take over and people would spend all their time in the Religion laws.The churches dominated socially and politically (â€Å"Turning Points†). After the people of Rome were getting comfortable, the Roman civilization began to fall down hill. People were so lazy; they did not live up to their duties. The trade was very little, not letting the towns develop. Trade routes did not have protection, without; this led to rise of kings and the decrease of nobles. Rome tried to start educated their people again, but their system of education was inadequate. Some parts were slightly educated but it was still hard to get up to that in other parts, it slowed them down an incredible amount.Some people tried to educate themselves, and that lead to opinions which led to fights (â€Å"Turning†). The government was relying on slaves to teach, but after there were so many people in Rome there was less money, making the lack of education increase throughout the population. At this point, reading and writing was not even that important to them (â€Å"Roman†). The Roman Empire has now collapsed. The uneducated citizens did not know how to hold Rome up. They began with a quick start, giving their all to be first in the race. Then, they got so ahead they thought that since they were so ahead they could take a little break too cool off.But soon a few civilizations get ahead of them. Now, they wanted to start again and become first, but they could not. The Romans did not know how to hold a civilization up so therefore, the Empire collapsed and no one was there to teach them how to build it back up. The uneducated masses rose and no one showed them how to stand in a position if the empire was falling. Work Sited: â€Å"The Popular Bible† by Edward Bleiberg and James Evans, Gale â€Å"Rome† by John Merriman and Jay Winter, Gale â€Å"Roman Education† by Ginny Lindzey, â€Å"Roman Society, Roman Life† by unknown, roman-empire. net/society â€Å"Turning Points† by Greg Sill, slideshare. net/gsill/