diff --git "a/data/train.csv" "b/data/train.csv" new file mode 100644--- /dev/null +++ "b/data/train.csv" @@ -0,0 +1,14328 @@ +text +"###Human: +Determine if the accounting term Fund Control Structure from description Series LLC. Each vehicle listed above is a series of New Lab Ventures SPV, LLC, Manager and Organizer are New Lab Holdings, LLC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description N/A. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description N/A - SPV is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description ""“Outside Date” shall mean the last day of the ten-year period beginning on the date of the Closing unless the Manager has extended such period in accordance with Section 10.2, in which case the “Outside Date” shall mean the expiration of such extended period. + +Prior to a dissolution pursuant to Paragraph 10.1, the Manager, in its sole discretion, may extend the period of time between the date of Closing and the Outside Date by unlimited successive one (1) year periods."" is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description N/A - SPV is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description All capital already contributed I think. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description (a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution and then +(b) The Carry Percentage of the remainder to the Organizer (as defined in this Agreement), if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. + + +""Carry Percentage"" means 20 percent. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description Except as provided in Article VIII and Section 5.10, following the Initial Closing, additional Interests may be issued for up to 6 months after the Initial Closing, after which no new Interests will be issued. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Permitted. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Reasonable fund expense provision. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description Paid by the fund, no cap. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts (3.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocations of Net Income & Loss (Article VI) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Amounts WIthheld (7.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description (b) Tax Reports. The Fund will prepare and duly and timely file, at the Fund's expense, all tax returns required to be filed by the Fund. The Manager will send or cause to be sent to each Member within 90 days after the end of each Fiscal Year, or a later date as determined in the discretion of the Manager, information relating to the Fund as is necessary for the Member to complete its federal, state and local income tax returns that include that Fiscal Year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description No clause on quarterly or annual reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description “Fair Market Value” of property means the amount that would be paid for such property in cash at the closing by a hypothetical willing buyer to a hypothetical willing seller, each having knowledge of all relevant facts and neither being under a compulsion to buy or sell, as determined by the Manager in good faith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: [Yes] / [No] + +Reviewer instructions: If above response is ""No"", leave a comment in the ""Reviewer Comments"" column that (i) states that we must suggest adding the following language to the Fund's fund expenses provision in order for the fund to accept AL capital: ""syndication, private placement fee, or finder’s fees associated with the issuance of interests in the [Partnership // Fund]"" and (ii) suggests that the customer consult with their counsel to consider adding a related disclosure to the fund's PPM or Subscription Agreement, as applicable. + +Is the management fee offset by any such placement fees: [Yes] / [No] + +Reviewer Instructions: If above response is ""Yes"", we must request that the provision be changed in order for the fund to accept AL capital. + + +NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Follow-on Investment RIghts from description At times the Fund's investment in a Portfolio Company by its terms gives rise to preferential rights, requests to purchase additional shares in that Portfolio Company's future offerings, or a general right of first refusal (collectively, ""Follow-on Investment Rights""). The Fund hereby assigns and delegates all Follow-on Investment Rights to the Organizer. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or ""follow-on"" investments in that Portfolio Company, the Fund may make those follow on investments; provided, however, the Organizer may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making that follow on investment and may extend any investment opportunity to the Members at its own discretion. All decisions related to the exercise of these rights will belong to the Organizer and will be made at the Organizer's sole discretion. The Fund's Members acknowledge and agree that the rights described in this Section 4.12 are not actual rights or entitlements exercisable by the Fund or by any Member of the Fund. Each Member waives any right or remedy it may have in relation to the Organizer's exercise of these rights on behalf of the Fund. No action or inaction by the Organizer with respect to any Follow-on Investment Rights can be deemed to adversely impact any rights or entitlements vested in the Member by virtue of their beneficial ownership in the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Appointment of Administrative Manager from description The Manager has currently delegated to the Administrative Manager of the Fund the authority to (either directly or indirectly through one or more of the Administrative Manager's Affiliates), among other things, handle all entity and bank account formation tasks, securities law filings, tax reporting matters, and other administrative services relating to the Fund and the Members. The Manager may, in its sole discretion, modify or terminate its relationship with the Administrative Manager or its Affiliates and perform such tasks itself or delegate to other third parties all, some, and/or different responsibilities of the Manager. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term Jurisdiction from description There are references throughout to Canada, FYI. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Carried Interest Limited Partner from description There is a partner (CILP) that is just part of the structure to receive carry. Akin to a Special Partner in our AL-advised template. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description This appears to use a Master/Series structure, which is not what is typically used for BYOGP Funds (which are normal Delaware limited partnerships). Not sure why this would be setup as a series. I would expect there to be language in here about the fact that this is a series LP of a Master LP, like we have in our template. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Initial Limited Partner/Amended and Restated LPA from description We do not do an initial LPA that is amended and restated, which removes the need for an initial limited partner. This was updated in the template in October 2022. Ultimately, I think it's fine if we leave it in but it will technically be wrong. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description 4.3. Capital Contributions of the General Partner and the CILP. +(a) The General Partner shall have a Capital Commitment to the Partnership equal to at least 1% of the aggregate Capital Commitments of the other Partners (the “GP Commitment Amount”); provided that the General Partner shall not increase its Capital Commitment after the Final Closing Date. The General Partner shall have up to 36 months following the Activation Date to fund the GP Commitment Amount. Notwithstanding anything to the contrary in this Agreement, at the election of the General Partner, all or any part of the GP Commitment Amount may be satisfied by capital contributions from any combination of the Managing Directors and / or their respective Affiliates, in which case such Persons may make such capital contributions as Limited Partners. +(b) The CILP shall not be required to make any Capital Commitment. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description (b) The Management Fee for each Fee Date payable to the General Partner (or the Management Company) shall be an amount equal to the aggregate Capital Commitments of all Limited Partners (for clarity, in the case of the Anchor Limited Partner, disregarding the Anchor Limited Partner Funding Limitations), multiplied by the Management Fee Percentage, plus Applicable Sales Taxes. The “Management Fee Percentage” shall initially be 3% per year for the first five years, and then reduce to 1% per year for the remaining five years; subject to further reductions as described below. The Management Fee Percentage used in computing the Management Fee payable to the General Partner (or the Management Company) shall be reduced commencing on the first Fee Date following the tenth anniversary of the Activation Date (subject to the extension of the Partnership’s term), at which point the Management Fee Percentage shall be equal to 0.00%. Notwithstanding the foregoing, (i) the Management Fee for each of the Partnership’s first and last fiscal quarters shall be proportionately reduced based upon the ratio of the number of days in each such period bears to ninety (90), and (ii) an additional Management Fee shall be payable upon the date of admission or increase in Capital Commitment of any Additional Partner to reflect the increased Capital Commitments calculated as if such Additional Partner had been admitted to the Partnership as of the Activation Date with a Capital Commitment equal to such Additional Partner’s Capital Commitment immediately following such admission or increase. “Applicable Sales Taxes” means applicable sales taxes and shall include any value added taxes, sales taxes, use and other similar taxes of whatever name or description, now or hereafter imposed, levied, rated, charged or assessed by any federal, provincial, municipal or local government, including goods and services tax and harmonized sales tax payable under Part IX of the Excise Tax Act (Canada). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Management Fee Offset from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description See special language regarding Anchor LP: + +Each of the Limited Partners acknowledges and agrees that notwithstanding anything to the contrary in the Partnership Agreement, with respect to the Partnership’s requests for capital contributions under this paragraph 4.2(a) of the Partnership Agreement, the General Partner hereby agrees and acknowledges that the [Anchor Limited Partner] or any transferee or assignee of the Anchor Limited Partner that is an Affiliate of the Anchor Limited Partner (the “Anchor Limited Partner”) shall not be required to contribute capital pursuant to the Partnership Agreement in an amount that would, at any time, exceed twenty percent (20%) of the aggregate capital actually contributed by all the partners of the Partnership (the “Anchor Limited Partner Funding Limitation”), regardless of the Anchor Limited Partner’s Partnership Percentage or Capital Commitment, and the Anchor Limited Partner shall not be in default of its obligations under the Partnership Agreement or deemed to be a Defaulting Limited Partner for the purposes of Section 4.5(b) of the Partnership Agreement, for failing to make any such capital contribution. The General Partner is authorized and directed to interpret and apply the terms and provisions of this Partnership Agreement in a manner that is consistent with the Anchor Limited Partner Funding Limitation, including for such purpose making any such modifications and amendments to this Agreement as the General Partner may deem necessary from time to time. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description See 4.2(a), which permits capital contributions in Canadian dollars. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description See deletion of 4.2(c). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Distributions Waterfall from description (a) Distributions pursuant to this paragraph 7.5 shall be preliminarily apportioned among all Partners in accordance with their respective Partnership Percentages. The amount of such distributions so apportioned to the General Partner shall be distributed to the General Partner, and the amount so apportioned to each Limited Partner shall be distributed between the Limited Partner and the CILP as follows: +(i) First, to the Limited Partner until the Limited Partner has received aggregate distributions pursuant to paragraph 7.4 (that are deemed distributions under this paragraph 7.5(a)(i)) and this paragraph 7.5(a)(i) (with any in-kind distributions valued at the time of distribution in accordance with paragraph 12.1) equal to the sum of the Limited Partner’s capital contributions to the Partnership (“Payback”). The determination of whether Payback has occurred shall be made at the time of each distribution. +(ii) Subsequent to Payback, all such distributions shall be distributed Twenty percent to the CILP (the “Carried Interest”) and Eighty percent to the Limited Partner. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term 7.5(i) from description The final sentence of the following is a new addition: + +Notwithstanding anything to the contrary contained in this Agreement, to the extent an amount distributable to a Partner would create or increase a deficit in the Partner’s Capital Account, that amount shall instead be distributed to the Partners in proportion to their respective positive Capital Account balances. Any remainder amount that may be distributed by the Partnership may at the General Partner’s sole discretion, acting reasonably, be advanced by way of loan by the Partnership to the particular Partner. Any amount so loaned shall be set-off against any future distributions that the partnership may make to the particular Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description This old version of the template contains 8.5 on Subscription Facilities, which has since been removed from the template because we do not support fund borrowing in product. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description See 3.2(e) regarding the Anchor Limited Partner: + +The Anchor Limited Partner may be excluded from any Special Distribution, as the General Partner considers equitable, in order reflect any previous application of the Anchor Limited Partner Funding Limitations such that, following such Special Distribution, the Anchor Limited Partner’s respective capital actual contributed to the Partnership (the “Contributed Capital”), as a percentage of the capital actually contributed to the Partnership by all of the Limited Partners, is equal to the Anchor Limited Partner’s Partnership Percentage. In addition, the General Partner may determine to hold back and use all or any portion of a Special Distribution to pay all or any portion of any capital call that is, or is reasonably expected by the General Partner to be required to be made to any Limited Partner within 60 days of the date on which such Special Distribution would have been distributed; provided that the amount of the Special Distribution so held back and used for such payments shall be deemed for all purposes of this Agreement to have been distributed to such Limited Partner and then recontributed to the Partnership by such Limited Partner as Contributed Capital, as of the date the Special Distribution would have been distributed absent the determination of the General Partner to hold back such Special Distribution pursuant to this sub-section and such Limited Partner’s remaining Committed Capital shall be reduced by such amount. In the event that the amount held back with respect to any Limited Partner is not sufficient to cover such Limited Partner’s capital call, the amount necessary to cover the balance of such capital call shall be paid by the Limited Partner pursuant to Section 4.2. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description No. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocation of Profit or Loss (5.1) from description See, especially, part (d). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Special Allocations (5.2) from description See part (b). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Regulatory Allocations from description 5.3 has been deleted. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Income Tax Allocations from description See 5.3. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description See 7.4. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description 11.5. Tax Returns. +(a) The General Partner shall use commercially reasonable efforts to cause IRS Form 1065, Schedule K-1, and any other tax information reasonably requested by a Limited Partner to be prepared and delivered to the Limited Partners within ninety (90) days after the close of each fiscal year of the Partnership. The General Partner shall use commercially reasonable efforts to provide T5013 Statement of Partnership Income to each Limited Partner that is a resident of Canada for tax purposes. +(b) Each Limited Partner agrees and covenants to prepare and file such documents as may be required to be prepared and filed under the ITA, the Code or any similar legislation to which the Partner may be subject and shall include in its computation of income the income or loss of the Partnership for tax purposes as may be determined by the General Partner and allocated to it pursuant to this Article 11, to the extent required by applicable law. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description Beginning with the first fiscal quarter that ends after the Activation Date, the General Partner shall use commercially reasonable efforts to transmit to the Limited Partners within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year, a list of new investments and dispositions made during the quarterly period. + +Beginning with fiscal year that ends after the Activation Date, the General Partner shall use commercially reasonable efforts to transmit to the Limited Partners within ninety (90) days after the close of each fiscal year of the Partnership, unaudited financial statements of the Partnership prepared in accordance with the terms of this Agreement and otherwise in accordance with GAAP, including an income statement for the year then ended and a balance sheet as of the end of such year, and a list of investments then held together with a valuation of the investments then held. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: No + + +Is the management fee offset by any such placement fees: Yes + + +NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Voting Rights (8.2(b)) from description 8.2(b) has been deleted. That section is there because restricting voting rights in such a manner ensures that we do not need to ""look-through"" any LP when counting them towards the 100-beneficial owner limit. Removing this means that there may be circumstances in which look-through is required, but our product doesn't do that and wouldn't be able to accurately track the number of beneficial owners, which is something the GP needs to be aware of/monitoring. So normally we use this provision to ensure that we don't have to look-through because we can't and the limit is something you really can't afford to go over. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Regulatory Sections from description 13.1-13.3 have all been deleted. Would be good to know why - I don't think they create any harm to anyone by leaving them in, even if not applicable, but removing them creates some non-zero risk. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Custom Closing Flow Requirements from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description No change from template - Del. Fund is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description 2% of commitments is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description 2% annually is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description No change from template is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description 3 years is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description 10 years + 2 GP-extentions, then extentions w/ LP vote is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description No change from template is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description No change from template - 80/20 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description no more than 10% of capital commitments is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description No change from template; $35M cap is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Yes; no change from template is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description Yes; no change from template is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description No; no change from template is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description no change from template is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description No Org cap; no change from template is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description No; no change from template is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Sections from description no change from template is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description no change from template is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description 90 days; no change from template is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description No change from template; Quarterly --> 45 days; Annual unaudited --> 90 days is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description no change from template is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description NOTE - Legal removed sec. 6.1(c)(ii) in the redline. Placement fees are handled via a Fund expense and this is already provided for in the Fund expense section. Thus, this sec. 6.1(c)(ii) is not needed is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Cayman Islands GP; Cayman Islands Fund is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description Doesn't appear to be a GP commitment is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee (5.1) from description For the three (3)-year period commencing on the Initial Closing Date, the Management Fee shall be an amount equal to four percent (4.0%) per annum of the Committed Capital of the Partnership; for the subsequent two (2)-year period thereafter, the Management Fee shall be an amount equal to three percent (3.0%) per annum of the Committed Capital of the Partnership; for the subsequent two (2)-year period thereafter, the Management Fee shall be an amount equal to two percent (2.0%) per annum of the Committed Capital of the Partnership; and for the remaining three (3)-year period of the initial ten (10)-year term of the Partnership, the Management Fee shall be an amount equal to one percent (1.0%) per annum of the Committed Capital of the Partnership. The Management Fee for the Partnership’s first quarter and last quarter shall be proportionately reduced based upon the ratio the number of days in the period bears to ninety (90) days. No Management Fee shall be paid during any extension of the Partnership beyond its initial ten (10)-year term. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset (5.1(d)(i)(ii)) from description subject to paragraph 5.1(d)(ii), an amount equal to one hundred percent (100%) of the amount of any cash or other compensation paid as directors, consulting, transaction or breakup fees or similar fees to the General Partner, the Management Company, their respective members or the Managing Directors during the immediately preceding quarter by or in connection with any Portfolio Company or any company in which the Partnership expected to invest but issuance of Assets was not consummated (net of any unreimbursed expenses of the General Partner, the Management Company, the Managing Directors, or the employees or Affiliates of the foregoing and as adjusted for any similar reductions with respect to any Parallel Fund to prevent double counting). For the purposes of this paragraph 5.1(d), all non-cash compensation in the form of options, warrants or other similar rights received by any parties set forth in this paragraph 5.1(d) shall offset Management Fees only at such time as they are valued by the Partnership pursuant to this paragraph 5.1(d). All non-cash compensation shall be valued upon the earliest to occur of (A) the distribution to the Partners of any Assets of the Portfolio Company issuing such non-cash compensation, (B) the exercise of such options, warrants or other similar rights, or (C) the date of dissolution of the Partnership. The value of options and warrants shall be, on a per share basis, the difference, as of the valuation date, between the exercise price and the fair market value of the Assets on such date, net of any applicable taxes (determined by reference to the Applicable Tax Rate) deemed attributable to such option or warrant. No value shall be attributable to an option or warrant if the securities are of a Portfolio Company that has been written off or written down to a nominal amount as of the valuation date. In the event the offsets required by this paragraph 5.1(d) for a fiscal quarter exceed the Management Fee payable for such fiscal quarter, the amount of such excess shall be offset against the Management Fee otherwise payable in subsequent fiscal quarters Dates until there has been a full reduction of Management Fees with respect to amounts described in the first sentence of this paragraph. In the event that there exists at the time of the liquidation of the Partnership any excess of fees not offset by the reduction of Management Fees pursuant to this paragraph, such excess shall be paid over to the Partnership by the General Partner and allocated among all Partners in accordance with their respective Partnership Percentages (unless a Partner provides written notice to the General Partner that it elects not to receive an allocation of any such excess fees) + +the amount of any cash or other compensation paid to the Management Company or any of its Affiliates related to or arising from (x) services agreements with Portfolio Companies, pursuant to which the Management Company and/or its Affiliates provides services related to the incubation, formation, organization and operation of such Portfolio Companies (including back-office services), provided that any such services agreements provide for arms-length terms which have been disclosed in advance to the Advisory Committee, or (y) any other services agreement, consulting agreement, advisory agreement or similar arrangement that has been approved by the Advisory Committee, shall not offset the Management Fee payable by the Partnership to the General Partner (or the Management Company). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period (12.11) from description the earlier of (i) the fourth (4th) anniversary of the Initial Closing Date and (ii) the date the General Partner has determined, in its sole discretion, that at least seventy percent (70%) of the Committed Capital have been invested, used or reserved is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term (9.2) from description 10 years unless extended. GP can unilateral extend for three additional one-year periods is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital (6.5(d)) from description Notwithstanding any other provision of this paragraph 6.5, (i) prior to the dissolution of the Partnership, the Partnership shall not, without the prior approval of a Majority in Interest of the Limited Partners, make a distribution of Nonmarketable Assets; and (ii) the General Partner may retain amounts that would otherwise be available for distribution under this paragraph 6.5 for reinvestment by the Partnership in Assets. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions (3.3) from description Each Limited Partner shall contribute capital to the Partnership as requested by the General Partner upon not less than ten (10) business days’ written notice; provided, however, that in connection with its admission to the Partnership, each Limited Partner shall be required to contribute its entire Capital Commitment (or such lesser amount as determined by the General Partner in its sole discretion) upon not less than five (5) business days’ written notice. The General Partner will call capital contributions in accordance with and generally in proportion to the Limited Partners’ respective Unfunded Commitments, and on a monthly basis or such times and in such amounts as determined by the General Partner, in its discretion, for an investment and operational purposes, including Partnership Expenses and Management Fees, and any other matter determined appropriate by the General Partner; provided that if the General Partner calls capital contributions for the Management Fee, the General Partner will call capital contributions based on the Management Fee allocable to each such Limited Partner and the Management Fee shall be due and payable as set forth in paragraph 5.1 hereof. Capital contributions by each Limited Partner to the Partnership shall be made in the form of USD or USDC, as requested by the General Partner, in its sole discretion. + +(No Limited Partner shall be required to contribute any capital following the Investment Period, except as may be necessary for (1) operational purposes, including payment of Partnership Expenses and Management Fees; (2) completion of transactions in which the Partnership has entered into a commitment or were in process prior to the expiration of the Investment Period; (3) funding follow-on investments in the Assets of existing Portfolio Companies and their respective Affiliates; and (4) fulfillment of the obligations to the Partnership, including, but not limited to, such Limited Partner’s obligations pursuant to paragraph 3.3(c). All capital contributions from the Limited Partners to be made in the form of cash shall be made to the Partnership by wire transfer or other transfer of immediately available U.S. funds on or before the relevant due date to the account designated for such purpose. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions (6.4) from description Within ninety (90) days after the end of each calendar year during the Partnership term (or as soon thereafter as is reasonably practicable after the Partnership is able to reasonably estimate the prior year’s taxable income), the Partnership shall, to the extent of available cash as determined by the General Partner in its sole discretion, distribute to (a) the General Partner, or (b) all Partners in USD or USDC, as determined by the General Partner in its sole discretion, an amount up to the excess, if any of (x) the Applicable Tax Rate multiplied by the net taxable income allocated to the General Partner or the Partners, as applicable, as a result of the General Partner’s or the Partners’ ownership of an interest in the Partnership for such calendar year, over (y) all prior distributions made pursuant to this paragraph 6.4 or paragraph 6.5 during such calendar year. The General Partner shall have the authority, in its sole discretion, to make good faith estimates of amounts expected to be distributable pursuant to the first sentence of this paragraph 6.4 with respect to a given calendar year and to distribute such estimated amounts as advances from time to time during such calendar year. The “Applicable Tax Rate” shall mean the combination of the highest state, federal and local income, and any other taxes then applicable to individuals resident in the State of California, applied by taking into account the character of the taxable income in question (e.g., long-term capital gains, ordinary income, etc.) Distributions made pursuant to paragraph 6.4 shall be treated as advances with respect to any distributions otherwise required to be made under paragraph 6.5 or paragraph 9.4(c), as applicable. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Discretionary (6.5) from description (a) In addition to the distributions made pursuant to paragraph 6.4 above, the General Partner, in its sole discretion, may make distributions of USD, USDC or Marketable Assets, as follows: +(i) First, to the Partners pro rata in accordance with such Partners’ unreturned capital contributions until the aggregate amount distributed to the Partners equals their aggregate capital contributions; and +(ii) Thereafter, (x) seventy percent (70%) to the Limited Partners pro rata in accordance with their respective Partnership Percentages inter se and (y) thirty percent (30%) to the General Partner; + +provided, however, that immediately prior to any distributions pursuant to this paragraph 6.5(a), the aggregate amount of any accrued Management Fees that the General Partner (or the Management Company, if any) is then entitled to, but that have not been previously paid, shall be paid by the Partnership to the General Partner (or the Management Company, if any). + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Not explicitly mentioned is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description (a) Notwithstanding anything herein to the contrary, one or more Persons may be admitted to the Partnership following the Initial Closing Date as additional Limited Partners (“Additional Partners”) or existing Limited Partners may increase their Capital Commitments (such existing Limited Partners are referred to herein as Additional Partners for purposes of this Agreement to the extent of such Capital Commitment increase) with the consent of only the General Partner on or before the date twelve (12) months following the Initial Closing Date; provided, however, that (i) the General Partner may, in its sole discretion, extend such twelve (12)-month period by up to ninety (90) days and (ii) the Committed Capital for the Partnership and any Parallel Funds shall not exceed fifty million dollars ($50,000,000) in the aggregate without the prior written consent of the Advisory Committee. +(b) Each Person who is to be admitted as an Additional Partner to the Partnership pursuant to this Agreement shall accede to this Agreement, and shall be admitted to the Partnership as a Limited Partner upon executing and delivering to the Partnership (i) a Subscription Agreement or other written document providing for such admission or Capital Commitment increase, and (ii) a counterpart signature page to this Agreement or other written document as the General Partner deems appropriate in order for such Additional Partner to become bound by the terms of this Agreement, neither of which shall require the consent or approval of any other Partner. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Late Closing Interest (3.6) from description (c) Each such Additional Partner shall contribute, on the date of its admission (or such other time determined by the General Partner) or the acceptance by the General Partner of its Capital Commitment increase, the same percentage of its Capital Commitment or its Capital Commitment increase, as the case may be, as has been contributed by the non-defaulting and non-excused Limited Partners prior to such date, including (i) the amount of capital contributions that the Additional Partner would have made to date if admitted at the Initial Closing Date; (ii) unless otherwise waived or reduced by the General Partner, the amount of capital contributions for Management Fees that the Additional Partner would have made to date if admitted at the Initial Closing Date; (iii) unless otherwise waived or reduced by the General Partner with the consent of the Advisory Committee, an additional amount, calculated like interest, on the amounts in clause (i) from the dates such contributions would have been made to the date that the Additional Partner is admitted at a per annum rate equal to the Prime Rate plus two percent (2%) per annum; and (iv) unless otherwise waived or reduced by the General Partner, an additional amount, calculated like interest, on the amounts in clause (ii) as though such additional Partner had been admitted at the Initial Closing Date at a per annum rate equal to the Prime Rate plus two percent (2%) per annum. The amount contributed pursuant to paragraph 3.6(c)(iii) will be distributed to the Partners in accordance with their Partnership Percentages, and the amount contributed pursuant to paragraph 3.6(c)(ii) and paragraph 3.6(c)(iv) shall be distributed to the General Partner. No amount attributable to paragraph 3.6(c)(iii) and paragraph 3.6(c)(iv) will entitle the Additional Partner making such payment to receive any additional Interest in the Partnership in exchange therefor or be considered a capital contribution for the purpose of reducing the Unfunded Commitments to the Partnership. +(d) Upon the admission or Capital Commitment increase of any Additional Partner pursuant to this paragraph 3.6, the General Partner may, in its sole discretion, make a special distribution of all or a portion of the contribution of capital made by such Additional Partner pursuant to paragraph 3.6(c). Such distribution shall be made to all Partners in accordance with Partnership Percentages (as adjusted to reflect the admission of such Additional Partner), shall be deemed to be a return of capital to such Partners (and shall not be treated as a distribution for purposes of paragraph 3.3(c)), shall be added back to the Unfunded Commitments of such Partners, and shall be subject to recall by the General Partner pursuant to paragraph 3.3(c). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions (6.5(b)(c)) from description Yes; +(b) Whenever more than one type of Assets (or cash and one or more type of Assets) is being distributed in kind in a single distribution or whenever more than one class of Assets of a Portfolio Company (or a portion of a class of such Assets having a tax basis per share or unit different from other portions of such class) are distributed in kind by the Partnership, each Partner shall receive its ratable portion of each type, class or portion of such class of Assets distributed in kind (except to the extent that a disproportionate distribution is necessary to avoid distributing fractional shares or comparable units). +(c) Assets distributed in kind shall be subject to such conditions and restrictions as the General Partner determines are legally required or appropriate. + + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback (9.5) from description After the final distribution of the assets of the Partnership among the Partners as provided in paragraph 9.4 and Article VI, with respect to each Limited Partner (other than any Defaulting Limited Partner), the General Partner shall contribute to the Partnership, and the Partnership shall, promptly following receipt, distribute to such Limited Partner, an amount equal to the greater of the amounts described in the following clauses (a) and (b): + +(a) the amount by which such Limited Partner’s aggregate capital contributions to the Partnership exceeds the aggregate amount, if any, of distributions received by such Limited Partner and not returned by it pursuant to paragraph 3.3(c)(ii); and +(b) the amount (if positive) by which the aggregate distributions that the General Partner received and has not otherwise returned to the Partnership with respect to such Limited Partner in respect of the Carried Interest exceeds thirty percent (30%) of the Net Benefit over the life of the Partnership with respect to such Limited Partner; provided that the General Partner shall not be obligated to make capital contributions with respect to any Limited Partner pursuant to this paragraph 9.5 in excess of 100% of the net amount of Carried Interest distributions made to the General Partner with respect to such Limited Partner during the life of the Partnership and not otherwise returned to the Partnership or such Limited Partner by the General Partner (or its beneficial owners), minus aggregate Tax Amounts with respect to such Limited Partner. The General Partner shall be obligated to restore its negative Capital Account, if any, only to the extent set forth in this paragraph 9.5. The calculation of the amount that the General Partner shall contribute to the Partnership pursuant to this paragraph 9.5 with respect to each Limited Partner shall be made after giving effect to any return of distributions made by such Limited Partner to the Partnership pursuant to paragraph 3.3(c)(ii). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback (3.3(c)) from description (ii) If, in the discretion of the General Partner, Partnership assets remain insufficient to fulfill (x) any indemnification obligation of the Partnership pursuant to paragraph 13.4, or (y) any obligation of the Partnership to return some or all of the amounts received by the Partnership with respect to a Portfolio Investment (whether in connection with a breach of representations or warranties or otherwise), the General Partner may recall distributions previously made to the Partners solely for the purpose of fulfilling or satisfying such an obligation or liability. The obligation to recontribute distributions under this paragraph 3.3(c)(ii) shall be applied pro rata in proportion to the aggregate distributions received by the Partners from the Partnership (in each case, with any in kind distributions valued as of the date of distribution): first, pursuant to paragraph 6.5(a)(ii) until such time as the total distributions recalled pursuant to this paragraph 3.3(c) equals the total distributions made pursuant to paragraph 6.5(a)(ii), and thereafter pursuant to paragraph 6.5(a)(i). In no event shall any Limited Partner be required to contribute capital pursuant to this paragraph 3.3(c)(ii) in an amount in excess of the lesser of (1) fifty percent (50%) of the distributions previously received by such Partner (or such Partner’s predecessor in interest) from the Partnership, and (2) an amount in excess of such Partner’s Capital Commitment. In no event will the General Partner be permitted to call capital after the date three (3) years from the date of the applicable distribution, nor shall the General Partner be permitted to call capital after the date two (2) years from the Termination Date (or any subsequent date to which the Partnership term has previously been extended pursuant to paragraph 9.1); provided that the such applicable periods shall toll if the General Partner has provided notice to the Partners at any time during or before such applicable period that the Partnership is in the process of litigating, arbitrating, settling or otherwise resolving any obligation or liability of the Partnership. In addition, the General Partner shall have the authority to recall distributions previously made to particular Partner in connection with tax withholding obligations imposed on the General Partner or the Fund relating to such Partner’s interest in the Fund in addition to any rights set forth in paragraph 6.6. A Partner’s obligation to return distributions to the Partnership under this paragraph 3.3(c)(ii) shall survive the termination of the Partnership, and the Partnership may pursue and enforce all rights and remedies it may have against each Partner under this paragraph 3.3(c)(ii), including instituting a lawsuit to collect such amounts with interest from the due date at the Prime Rate. The provisions of this paragraph 3.3(c)(ii) shall not be construed or interpreted as inuring to the benefit of any creditor of any of the Partnership, a Limited Partner, the General Partner or any Indemnified Party. If, for any reason other than satisfaction of an obligation or liability by the Partnership, any such obligation or liability is cancelled or terminated, in whole or in part, the Partnership shall return to the Partners the unused portion of the distributions that were returned. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses (5.2(b)) from description (b) The Partnership shall bear all costs and expenses incurred in the holding, purchase, sale or exchange of Assets (whether or not ultimately consummated), including, but not by way of limitation, private placement fees, finder’s fees, interest on and fees and expenses arising out of borrowed money, real property or personal property taxes on investments, including documentary, recording, stamp and transfer taxes, brokerage fees or commissions, or other similar charges (including any merger fees payable to third parties), travel expenses, legal fees and expenses, expenses incurred in connection with the investigation, prosecution or defense of any claims by or against the Partnership, including claims by or against a governmental authority, audit and accounting fees, consulting fees relating to investments or proposed investments, taxes applicable to the Partnership on account of its operations, fees incurred in connection with the maintenance of bank or custodian accounts, and all expenses incurred in connection with the registration of the Partnership’s Assets under applicable securities laws or regulations. The Partnership shall also bear expenses incurred by the General Partner in serving as Partnership Representative (as described in paragraph 10.6), any sales or other taxes or government charges which may be assessed against the Partnership (subject to paragraph 6.6 below), the cost of liability and other premiums for insurance protecting the Partnership, the General Partner, the Management Company, and their respective partners, members, stockholders, managers, managing directors, officers, directors, trustees, employees, agents or affiliates in connection with the activities of the Partnership or the loss of a Managing Director, all out-of-pocket expenses of preparing and distributing reports to Partners, out-of-pocket expenses associated with Partnership communications with Partners, including preparation and distribution of annual, semi-annual or other reports to the Partners, costs associated with Partnership meetings (including meetings of the Advisory Committee), all legal, accounting, tax, consulting and professional services fees and expenses (including tax preparation) relating to the Partnership and its activities, bookkeeping services, fees and expenses relating to outsourced finance, administration, accounting and back-office services, all fees, costs and expenses relating to litigation and threatened litigation involving the Partnership, including the Partnership’s indemnification obligation pursuant to this Agreement, and all expenses that are not normal operating expenses and all other expenses properly chargeable to the activities of the Partnership. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses (6.5(c)) from description (c) The Partnership shall bear all organizational, syndication and marketing costs, fees, and expenses incurred by or on behalf of the General Partner or Management Company in connection with the formation and organization of the Partnership, any other Parallel Fund and the General Partner (including the definitive agreements related thereto), including but not limited to Registrar filing fees and legal and accounting fees and expenses incident thereto, provided that the General Partner shall bear all such organizational expenses in excess of $500,000. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit (10.1) from description The books and records of the Partnership shall be kept in accordance with the provisions of this Agreement and otherwise in accordance with a recognized method of accounting selected by the General Partner, including without limitation tax basis accounting, and shall be audited at the end of each fiscal year by an independent public accountant selected by the General Partner and approved by the Cayman Islands Monetary Authority, and filed with the Cayman Islands Monetary Authority in accordance with the relevant provisions of the Private Funds Act (as revised). The Partnership’s fiscal year shall be the calendar year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Withholding Obligations (6.6) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts (EXHIBIT; sec. 1.1) from description A separate Capital Account will be maintained for each Partner. That Partner’s Capital Account will from time to time be (i) increased by (A) the amount of money and the Gross Asset Value of any assets contributed (or deemed contributed) by the Partner to the Partnership (net of liabilities secured by the assets or to which the assets are subject), and (B) the Net Profits and any other items of income and gain specially allocated to the Partner under Paragraph 1.3 of this Exhibit A, and (ii) decreased by (A) the amount of money and the Gross Asset Value of any assets distributed to the Partner by the Partnership (net of liabilities secured by the assets or to which the assets are subject), and (B) the Net Losses and any other items of deduction and loss specially allocated to the Partner under Paragraph 1.3 of this Exhibit A. +(b) In the event the Gross Asset Values of Partnership assets are adjusted, as contemplated in subparagraphs (ii) and (iii) of the definition of Gross Asset Value, in order to reflect unrealized gain or loss, the Partners’ Capital Accounts will be adjusted for the hypothetical “book” gain or loss that the Partnership would have realized if the relevant assets had been sold for their fair market values in a cash sale. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocations / Regulatory Allocations Special Allocations (EXHIBIT; sec. 1.2, 1.3, 1.4) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports (10.3, 10.4, 10.5) from description 10.3 Semi-Annual Reports --- The General Partner shall use commercially reasonable efforts to transmit to the Limited Partners within sixty (60) days after the close of the second quarter of each fiscal year, a summary of acquisitions and dispositions of investments made by the Partnership during such six-month period and a list of investments then held together with a valuation of the investments then held and a brief statement on the affairs of the Partnership during such six-month period. +10.4 Annual Report; Financial Statements of the Partnership --- Beginning with the fiscal year that ends December 31, 2022, the General Partner shall use commercially reasonable efforts to transmit to the Limited Partners within one hundred eighty (180) days after the close of the Partnership’s fiscal year, audited financial statements of the Partnership prepared in accordance with the terms of this Agreement, and a list of investments then held together with a valuation of the investments then held. +10.5 Tax Returns. +(a) The General Partner shall use commercially reasonable efforts to cause the IRS Form 1065, Schedule K-1 of the Partnership and any other tax information reasonably requested by a Limited Partner, to be prepared and delivered to the Limited Partners within ninety (90) days after the close of the Partnership’s fiscal year or as soon as reasonably practicable thereafter. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation (11.1) from description (a) The following criteria shall be used for determining the fair market value of Assets: +(i) If traded on one or more securities exchanges or quoted on the automated screen-based quotation and trade execution system operated by The NASDAQ OMX Group, Inc., or any successor thereto (“NASDAQ”), the value shall be deemed to be the Assets’ closing price on the principal of such exchanges on the valuation date. +(ii) If actively traded over the counter, the value shall be deemed to be the average of the closing bid and ask prices of such Assets on the valuation date. +(iii) If there is no active public market, the value shall be the fair market value thereof, as determined by the General Partner, taking into consideration the purchase price of the Assets, developments concerning the investee company subsequent to the acquisition of the Assets, any financial data and projections of the investee company provided to the General Partner, any contractual restrictions on sale of the Assets, indications of public float and liquidity of Assets, and such other factor or factors as the General Partner may deem relevant. +(b) If the General Partner in good faith determines that, because of special circumstances, the valuation methods set forth in this Article XI do not fairly determine the value of an Asset, the General Partner shall make such adjustments or use such alternative valuation method as it reasonably deems appropriate. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Fund is a series LLC managed by Assure FUnd Management II. Organizer is Shruti Ghandhi. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description Until the Outside Date, but subject to unlimited one-year extensions by the Manager. + +""Outside Date"" means the last day of the ten-year period beginning on the date of the Closing unless the Manager has extended that period in accordance with Section 10.2, in which case the ""Outside Date"" means the expiration of that extended period. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description Upon Closing, each participating Member shall make a Capital Contribution in an amount equal to its accepted Commitment (as defined in the Member's Subscription Agreement) in exchange for an Interest. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description Amounts initially apportioned to the Manager will be distributed to the Manager, and amounts initially apportioned to a Member will be distributed to that Member, in the following proportions and order of priority: +(a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution and then +(b) The Carry Percentage of the remainder to the Organizer (as defined in this Agreement), if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. + +Carry Percentage is 20%. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description following the Initial Closing, additional Interests may be issued for up to 6 months after the Initial Closing, after which no new Interests will be issued. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Permitted. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Uncontroversial list of expenses. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description Paid by the fund, no cap. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description No. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts (3.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocations of Net Income and Net Loss (Article VI) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Amounts Withheld (7.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Partnership Representative (9.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description No. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description The Fund will prepare and duly and timely file, at the Fund's expense, all tax returns required to be filed by the Fund. The Manager will send or cause to be sent to each Member within 90 days after the end of each Fiscal Year, or a later date as determined in the discretion of the Manager, information relating to the Fund as is necessary for the Member to complete its federal, state and local income tax returns that include that Fiscal Year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description No clause on provision of quarterly or annual reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description ""Fair Market Value"" of property means the amount that would be paid for that property in cash at the closing by a hypothetical willing buyer to a hypothetical willing seller, each having knowledge of all relevant facts and neither being under a compulsion to buy or sell, as determined by the Manager in good faith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: No. + +Is the management fee offset by any such placement fees: N/A, no fee. + + +NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Follow-On Investment Rights from description At times the Fund's investment in a Portfolio Company by its terms gives rise to preferential rights, requests to purchase additional shares in that Portfolio Company's future offerings, or a general right of first refusal (collectively, ""Follow- on Investment Rights""). The Fund hereby assigns and delegates all Follow-on Investment Rights to the Organizer. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or ""follow-on"" investments in that Portfolio Company, the Fund may make those follow on investments; provided, however, the Organizer may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making that follow on investment and may extend any investment opportunity to the Members at its own discretion. All decisions related to the exercise of these rights will belong to the Organizer and will be made at the Organizer's sole discretion. The Fund's Members acknowledge and agree that the rights described in this Section 4.12 are not actual rights or entitlements exercisable by the Fund or by any Member of the Fund. Each Member waives any right or remedy it may have in relation to the Organizer's exercise of these rights on behalf of the Fund. No action or inaction by the Organizer with respect to any Follow-on Investment Rights can be deemed to adversely impact any rights or entitlements vested in the Member by virtue of their beneficial ownership in the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Delaware LP with Delaware LLC as general partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description At least 1%. Satisfied mostly through contribution of warehoused investments. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description Subject to paragraph 6.1(c), the Management Fee for each calendar quarter shall be an amount equal to one quarter of the Annual Fee Amount. The “Annual Fee Amount” shall be an amount equal to the Management Fee Percentage multiplied by the Committed Capital of the Limited Partners. The “Management Fee Percentage” shall be equal to two percent (2%) for (i) the Special Management Fee Period; and (ii) the calendar quarters beginning prior to the fifth (5th) anniversary of the Initial Closing Date. Thereafter, for the balance of the Partnership’s term, and commencing with the first full fiscal year that begins after the end of the Investment Period, the Management Fee Percentage shall be reduced annually by ten (10) basis points (i.e., by 0.1% per annum). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description The Investment Period shall mean the period beginning on the +Initial Closing Date and terminating upon the fifth anniversary of the Initial Closing Date. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description The term of the Partnership commenced upon the date of the filing of the Certificate of Limited Partnership of the Partnership with the office of the Secretary of State of the State of Delaware (the “Commencement Date”) and shall continue until the tenth anniversary of the Initial Closing Date (the “Termination Date”), unless extended pursuant to paragraph 10.1 or sooner dissolved as provided in paragraph 10.2. + +Upon or before the Termination Date, the General Partner may in its sole discretion by written notice to the Limited Partners extend the Partnership term for up to two (2) additional one (1) year periods, and upon the conclusion of the two extension periods, with the consent of a Majority in Interest of the Limited Partners, the General Partner may extend the Partnership term for additional one (1) year periods. The Management Fee during any extension period shall be as set forth in Article 6. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description The General Partner in its discretion may cause the Partnership to retain any proceeds realized on the sale or disposition of Securities for any purpose for which the General Partner would otherwise be authorized to draw down Capital Commitments under this Agreement; provided that Capital Commitments reinvested by the Partnership shall not exceed 120% of aggregate Capital Commitments of the Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description Standard mechanics here. 100% contribution at the closing upon which an LP is admitted. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions (7.4) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Withholding Obligations (7.6) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Discretionary from description In addition to the distributions made pursuant to paragraph 7.4 above, the General Partner, in its sole discretion, may make distributions of cash or Marketable Securities on a Portfolio Company by Portfolio Company basis as follows: +(i) First, if at the time of a proposed distribution the Limited Partners have not previously received aggregate distributions pursuant to paragraph 7.4 and this paragraph 7.5 or otherwise (with any in-kind distributions valued at the time of distribution in accordance with paragraph 12.1), equal to (A) the Partnership’s aggregate cost basis in the Securities of all Portfolio Company investments that have been realized, and (B) the Expense Recovery Amount measured at the time of such distribution (“Payback”), such distribution shall be made to all Partners in proportion to their respective Partnership Percentages until Payback is achieved. +(ii) Thereafter, such distribution shall be made: (1) eighty percent (80%) to all Partners in proportion to their respective Partnership Percentages and (2) twenty percent (20%) to the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description LPA contains a late-closing interest fee. Not sure if there will be additional closings/if this will matter, but need to point it out. It is waivable by GP. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Permitted. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description Standard GP clawback. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Standard fund expenses provision. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description Standard provision, $500K cap. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description The books and records of the Partnership shall be kept in accordance with the provisions of this Agreement and otherwise in accordance with U.S. generally accepted accounting principles consistently applied (“GAAP”) or another recognized method of accounting, including without limitation tax basis accounting, and shall be audited at the end of every other fiscal year by an independent public accountant selected by the General Partner. The Partnership’s fiscal year shall be the calendar year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Article 5 - Partnership Allocations from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description Beginning with the fiscal year that ends December 31, 2014, the General Partner shall use reasonable efforts to transmit to the Limited Partners within one hundred twenty (120) days after the close of the Partnership’s fiscal year, financial statements of the Partnership prepared in accordance with the terms of this Agreement and otherwise in accordance with GAAP or another recognized method of accounting, including without limitation tax basis accounting, including an income statement for the year then ended and a balance sheet as of the end of such year, and a list of investments then held together with a valuation of the investments then held. + +The General Partner shall use commercially reasonable efforts to cause IRS Form 1065, Schedule K-1 and any other tax information reasonably requested by a Limited Partner, to be prepared and delivered to the Limited Partners within one hundred twenty (120) days after the close of the Partnership’s fiscal year. + +After the Investment Period and upon receipt of a written request from the General Partner, a Majority in Interest of the Limited Partners may waive any of the reporting requirements set forth in paragraph 11.3. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description Subject to the specific standards set forth below, the valuation of Securities and other assets and liabilities under this Agreement shall be at fair market value. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description Customer edited these three definitions to switch locations to New York is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description Customer deleted a phrase is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description Customer deleted a phrase is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description Customer added an additional requirement is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description Customer made edits is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description Customer dropped a note is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description Customer added 2% is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description Customer dropped a note is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description Customer dropped a note regarding ""Christina V"" is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description Customer switched to NY is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description Customer had a note is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description Customer added a sentence re Reg S is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description Customer added ""[the Management Company]"" is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description Customer removed ""in good faith"" is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description Customer made a bunch of deletions is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description Customer added in some updated categories of an Accredited Investor + a formatting change to this section is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description Customer added two new paragraphs is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description Customer added language is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description Customer added a new paragraph is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description Customer added language is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description Customer added language is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description Customer added 2% is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description Customer added the thesis here is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Verissimo Ventures II GP LP, a Delaware limited partnership, as the sole general partner (the “General Partner”), and those Persons listed on the List of Partners as limited partners who execute a counterpart of this Agreement, is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description Ventures II Funds with respect to capital calls shall equal at least [[one]/[two]] percent ([1]/[2]] %) of the aggregate subscriptions to the Verissimo Ventures II Funds. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description The General Partner may, in its sole discretion, elect to waive Management Fees or Carried Interest Distributions, in whole or in part, with respect to certain friends and family of, or advisors, to the General Partner or the Principal and/or strategic investors to the Partnership (such friends, family, advisors and/or strategic investors, the “Designated Persons”). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description (b) At any time that the General Partner otherwise would be obligated to make a contribution pursuant to this 6.1.8 in satisfaction of its Subscription, [● (●%) of such capital contribution then required to be made by the General Partner shall be deemed to have been made by the General Partner (a “Deemed Contribution”) and the remaining [● ] (● %) of such capital contribution shall be made in cash] . is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description (b) The General Partner shall apply amounts withheld by the General Partner under 6.3.3(a)(1) above to offset Partnership Expenses (including Organizational Expenses and the Management Fee) owed to the Partnership by the Defaulting Partner from time to time during the term of the Partnership. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description (a) Director’s fees, consulting fees, commitment fees, monitoring fees, break up fees and success fees or other remuneration (including any options, warrants or other equity securities but excluding reimbursement of expenses) paid during such year to the General Partner, the Management Company or the Principal by Portfolio Companies for services rendered by such Persons (“Portfolio Company Remuneration”) shall be used to reduce the Management Fee (but not below zero) by one hundred percent (100%) of such amount, subject to 5.3.2(b) and (c). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description The Management Fee otherwise payable for each of the first four years after the Initial Drawdown Date shall be reduced (but not below zero), following the application of 5.3.1, 5.3.2 and 5.3.3, by an amount equal to one fourth of any Placement Fees paid by the Partnership; provided that if the full amount of Placement Fees is not offset in such four year period due to the application of 5.3.1, 5.3.2 and 5.3.3, then the Management Fee otherwise payable thereafter shall be reduced (but not below zero), following the application of 5.3.1, 5.3.2 and 5.3.3, by the remaining amount of such Placement Fees. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description (b) Commencing upon the Initial Closing Date and for each fiscal quarter thereafter through the last day of the fiscal quarter in which the earlier of the following occurs: (A) the fourth anniversary of the Final Closing Date and (B) the permanent expiration of the Investment Period pursuant to 6.1.4.2(c), the Management Fee shall be an aggregate amount calculated with respect to each Limited Partner (other than a Designated Person) equal to the product of 0.625% (i.e., 2.5% per annum) multiplied by the Subscription of such Limited Partner. +For each fiscal quarter thereafter, the Management Fee shall be an aggregate amount calculated with respect to each Limited Partner (other than a Designated Person) equal to the product of the Subscription of such Limited Partner and a percentage, which for the first thirty-six (36) month period shall equal 0.50% (i.e., 2.0% per annum); for the subsequent twenty-four (24) month period shall equal 0.375% (i.e., 1.5% per annum) and thereafter shall equal 0.25% (i.e., 1.0% per annum). + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Management Fee from description (c) The Management Fee payable for any period of less than a full fiscal quarter shall be proportionately adjusted based upon the ratio the number of days in such period bears to 90. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description Payments of the Management Fee shall be calculated and made quarterly in advance on the first day of each fiscal quarter of the Partnership. The first payment shall be due upon the Initial Drawdown Date. If the Initial Drawdown Date is not the first day of a fiscal quarter, the Partnership’s first payment shall include the pro rata amount due from the Initial Closing Date to the beginning of the first succeeding fiscal quarter of the Partnership following the Initial Drawdown Date. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period / Term from description (the “Initial Closing Date”) through the date that is twelve (12) months after the Initial Closing Date (the “Final Closing Date”), is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period / Term from description The period commencing upon the Initial Closing Date and ending on the earlier to occur of (a) the fifth anniversary of the Final Closing Date subject to extension in accordance with 6.1.4.2(c)) and (b) the date set forth in 6.1.4.2(c)) shall be referred to herein as the “Investment Period.” A is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description The Partnership’s aggregate Total Investment with respect to all Portfolio Companies over the life of the Partnership shall not exceed one hundred twenty percent (120%) of the aggregate Subscriptions of all Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contribuitions from description Each Partner’s initial capital contribution shall be due upon not less than ten (10) Business Days’ prior written notice from the General Partner, such date being referred to herein as the “Initial Drawdown Date”; is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contribuitions from description Except as otherwise provided in this Agreement, upon any failure by a Limited Partner to pay a capital contribution in full when due, interest will accrue at the Default Rate on the outstanding unpaid balance of such capital contribution, from and including the date such capital contribution was due until the earlier of the date of payment of such capital contribution by such Partner (or a transferee) or the date on which the General Partner imposes a Default Charge pursuant to 6.3.3(a). The General Partner, in its sole discretion, may waive the requirement to pay interest, in whole or in part. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Capital Contribuitions from description (a) The Partners agree that the damages suffered by the Partnership as the result of a default by a Defaulting Partner will be substantial and that such damages cannot be estimated with reasonable accuracy. As a penalty for such default (which each Partner hereby agrees is reasonable), and subject to 6.3.2, the General Partner may: is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Carry from description (a) First, one hundred percent (100%) to each such Limited Partner until the cumulative amount distributed to such Limited Partner pursuant to this clause (a) is equal to one hundred percent (100%) of such Limited Partner’s Contributions; +(b) Second, if the Performance Milestone has not been satisfied, in the amount and proportions such that the amounts distributed pursuant to this clause (b) have been distributed eighty percent (80%) to such Limited Partner and twenty percent (20%) to the General Partner; +(c) Third, if the Performance Milestone has been satisfied, one hundred percent (100%) to the General Partner until the cumulative amount distributed to the General Partner with respect to such Limited Partner equals twenty-five percent (25%) of the total cumulative amount distributed to (i) such Limited Partner pursuant to clause (b) and (ii) the General Partner with respect to such Limited Partner pursuant to clause (b) and this clause (c); and +(d) Thereafter, if the Performance Milestone has been satisfied, seventy-five percent (75%) to such Limited Partner and twenty-five percent (25%) to the General Partner. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Carry from description The “Performance Milestone” shall be satisfied at the time of distribution if the Limited Partner and the General Partner have received aggregate distributions from the Partnership equal to four hundred percent (400%) of such Limited Partner’s Contributions. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Carry from description (4) In connection with a Waiver Election, the General Partner may, in its sole discretion, elect to receive one or more distributions (“Catch-Up Distributions”) in the future out of amounts that would otherwise have been distributed to the other Partners, in a cumulative amount not to exceed the aggregate amount of distributions and allocations waived pursuant to the applicable Waiver Election, subject to the remaining provisions of this clause (4). Catch-Up Distributions shall only be made in an aggregate amount not to exceed the amount of Designated Net Income attributable to Carried Interest Distributions determined with respect to such Limited Partner, and shall be made solely to the extent attributable to Post-Waiver Net Income allocated (or allocable) to the General Partner with respect to such Limited Partner under 8.2.2(b). Any Catch-Up Distributions shall be deemed to be Carried Interest Distributions. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Income and Loss from description 8.2.1 Net Gain or Loss. +(a) Following the application of 8.2.2, any remaining Net Gain or Net Loss (or items thereof) of the Partnership for any fiscal period shall be allocated among the Partners in such proportions and in such amounts as may be necessary so that following such allocations, the Adjusted Capital Account balance of each Partner equals such Partner’s then Target Balance. The General Partner shall make any necessary adjustments to the Target Balances of the Partners for purposes of allocating Net Gain under this 8.2.1 so that allocations to the General Partner on account of and corresponding to any Deemed Contributions and special distributions made pursuant to 6.1.8(d) are made only under 8.2.2(a) and not under this 8.2.1. Any other Net Gain in respect of Deemed Contributions shall be allocated under this 8.2.1 as if the General Partner had made such Deemed Contributions in cash. The General Partner shall make any necessary adjustments to the Target Balances of the Partners for purposes of allocating items of income, gain, loss and deduction under this 8.2.1(a) so that allocations to the General Partner related to Waiver Elections are made only pursuant to 8.2.2(c) and not under this 8.2.1(a). +(b) If the amount of Net Gain or Net Losses (or items thereof) allocable to the Partners pursuant to 8.2.1(a) for a period is insufficient to allow the Adjusted Capital Account balance of each Partner to equal such Partner’s Target Balance, such Net Gain or Net Losses (or items thereof) shall be allocated among the Partners in such a manner as to decrease the differences between the Partners’ respective Adjusted Capital Account balances and their respective Target Balances in proportion to such differences. +(c) The General Partner shall, to the greatest extent possible, allocate specific items of income, gain, loss or expense to the Partner or Partners intended to receive the benefit or bear the burden of such items under this Agreement, as determined by the General Partner. For the avoidance of doubt, any adjustments made under 8.2.2 are intended to be made solely pursuant to such provision and not under this 8.2.1, and this 8.2.1 shall be applied in a manner that takes into account any such adjustments. +8.2.2 Special Allocations. +(a) Subject to 8.2.2(b) and 8.2.2(c), Net Gains and Losses shall be allocated to the General Partner from time to time as determined by the General Partner so that as of the time immediately prior to the final distribution of assets pursuant to 10.2, the General Partner’s Capital Account will have been increased by a cumulative positive amount pursuant to this 8.2.2(a) (the “GP Special Profit Allocation”) that equals the lesser of (i) the cumulative amount of Deemed Contributions and special distributions made to the General Partner pursuant to 6.1.8(d) and (ii) the excess of all cumulative Net Gain over all cumulative Net Loss. For purposes of clarity, allocations of Net Loss pursuant to this 8.2.2(a) may be made in a manner that results in the General Partner having a negative Capital Account balance. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Income and Loss from description 8.1.2 Timing of Allocations. +Allocations of Net Gain, Net Loss, and any other items of income, gain, loss and deduction pursuant to this Article 8 and Appendix II shall be made for each fiscal year of the Partnership as of the end of such fiscal year (or at such time as the General Partner determines to be appropriate); provided, however, that if the Carrying Value of the assets of the Partnership are adjusted in accordance with clause (ii) of the definition of “Carrying Value,” the date of such adjustment shall be considered to be the end of a fiscal year for purposes of computing and allocating such Net Gain, Net Loss, or items of income, gain, loss and deduction. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term GP Return Obligation from description For purposes of the preceding sentence, the Tax Distributions to which the General Partner would have been entitled shall include the additional tax liability the General Partner would have incurred if all property distributed in kind by the Partnership to the General Partner since the inception of the Partnership had been sold for its fair market value immediately following its receipt by the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Borrowing from description The General Partner, on behalf and in the name of the Partnership, may borrow money on a short-term basis, in an aggregate amount outstanding at any time not exceeding fifteen percent (15%) of the aggregate Subscriptions of all Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Capital Account Reporting from description There shall be established on the books of the Partnership a capital account for each Partner (such Partner’s “Capital Account”) that shall be: +(a) Increased by (1) any capital contributions (other than, for the avoidance of doubt, any Deemed Contributions made by the General Partner pursuant to 6.1.8 or other contributions that are to be disregarded for purposes of this Agreement) made to the Partnership by such Partner pursuant to this Agreement and (2) any amounts in the nature of income or gain allocated to such Partner pursuant to this Article 8 or Appendix II (other than allocations pursuant to paragraph 4 of Appendix II that are solely for tax purposes); +(b) Decreased by (1) any distributions made to such Partner (other than any distributions, if any, that are to be disregarded for purposes of this Agreement) and (2) any amounts in the nature of loss or expense allocated to such Partner pursuant to this Article 8 or Appendix II (other than allocations pursuant to paragraph 4 of Appendix II that are solely for tax purposes); and +(c) Otherwise adjusted in accordance with the provisions of this Agreement including, but not limited to, 6.3.3 (relating to the imposition of a Default Charge) and 8.1.3 (regarding compliance with Section 704(b) of the Code). + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description The General Partner shall use commercially reasonable efforts to transmit to each Partner, as soon as reasonably practicable after the close of each fiscal year (commencing with the fiscal year in which the Initial Drawdown Date occurs), the financial statements of the Partnership for such fiscal year. Such financial statements shall be prepared in accordance with the Applicable Accounting Standards or another comprehensive basis of accounting, in each case consistently applied in accordance with the terms of this Agreement (provided, that if such financial statements are prepared in accordance with a comprehensive basis of accounting other than the Applicable Accounting Standards, then the General Partner shall provide, in addition to such financial statements, an unaudited statement of the Capital Accounts of the Partners for such fiscal year prepared in accordance with the Applicable Accounting Standards consistently applied in accordance with the terms of this Agreement except that (x) Partnership assets shall be valued in accordance with 14.4 and (y) the Partnership shall not be required to consolidate (or otherwise combine, including without limitation via the equity method of accounting) its financial results with those of its Portfolio Companies, regardless of whether the Applicable Accounting Standards would permit such method of valuation or would require such consolidation (or other form of combination)) and audited by a firm of independent public accountants selected by the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Reporting from description The General Partner shall use commercially reasonable efforts to transmit to each Partner, within one hundred twenty (120) days after the close of each fiscal year, such Partner’s Schedule K 1 (U.S. Internal Revenue Service Form 1065) or an equivalent report indicating such Partner’s share of all items of income or gain, expense, loss or other deduction and tax credit of the Partnership for such year, and such additional information as such Partner reasonably may request to enable it to complete its U.S. tax returns or to fulfill any other reporting requirements; provided that the General Partner can obtain such additional information without unreasonable effort or expense. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distribution from description the Partnership shall distribute to each Partner in cash, with respect to each fiscal year, either during such year or within ninety (90) days thereafter, an amount (a “Tax Distribution”) equal to the aggregate U.S. federal, state and local income tax liability such Partner would have incurred as a result of such Partner’s ownership of an interest in the Partnership is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description Whenever valuation of Partnership assets or net assets is required by this Agreement, the General Partner shall determine the fair market value thereof in good faith in accordance with this 14.4. Such determination by the General Partner shall be binding and conclusive for all purposes under this Agreement. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Warehouse from description Affiliates may, prior to the Initial Drawdown Date, purchase one or more investments suitable for the Partnership (each such investment, a “Warehoused Investment”). Notwithstanding anything to the contrary in this Agreement, the General Partner is hereby authorized within six months following the Initial Drawdown Date, to cause the Partnership to purchase each Warehoused Investment from the General Partner, the Management Company, the Principal or any of their Affiliates (as applicable), for a cash amount equal to the sum of the cost of such Warehoused Investment plus interest at a rate equal to the Prime Rate in effect on the Initial Drawdown Date plus 2% per annum, plus any out-of-pocket costs associated with acquiring, holding and transferring such Warehoused Investment. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Call from description (a) +Each Partner shall pay the capital contributions +determined in accordance with the provisions of this 6.1.1 and specified in the relevant drawdown notice, as the same may be revised pursuant to 6.1.1(c). The required capital contribution of each Partner shall be made no later than the drawdown date specified in such drawdown notice and shall equal the following, in each case up to an amount not to exceed such Partner’s unpaid Subscription: +(1) +in the case of a drawdown to be used to make a +Portfolio Investment other than a follow‑on investment in an existing Portfolio +Company, with respect to each Partner, such Partner’s pro rata share (based on the relative Subscriptions of all +Partners) of the amount required to make such Portfolio Investment; +(2) +in the case of a drawdown to be used to make a follow‑on +investment in an existing Portfolio Company or to pay Partnership Expenses +determined by the General Partner to be attributable to a particular Portfolio +Investment (for the avoidance of doubt, excluding any amount attributable to +the Management Fee), with respect to each Partner, such Partner’s pro rata share (based on the Partners’ +Sharing Percentages for such Portfolio Investment) of the aggregate amount +required to make such follow‑on investment or to pay such Partnership Expenses; +(3) +in the case of a drawdown to be used to pay +Organizational Expenses or Partnership Expenses (other than the Management Fee +or a Partnership Expense described in clause (2) above), such Partner’s pro rata share (based on the relative Subscriptions of all the Partners) of the amount required to pay such Organizational Expenses or Partnership Expenses, as the case may be; and is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions from description With respect to any Partner and any Portfolio Investment or other investment, a fraction, expressed as a percentage, (a) the numerator of which is the capital contributions of such Partner (including any Deemed Contributions made by the General Partner pursuant to 6.1.8) used to fund the Cost of such Portfolio Investment or other investment and (b) the denominator of which is the aggregate amount of the capital contributions of all of the Partners (including any Deemed Contributions made by the General Partner pursuant to 6.1.8) used to fund the Cost of such Portfolio Investment or other investment. “Cost” as used in this definition of Sharing Percentage shall not include any increase in the amount contributed pursuant to 6.1.1(e). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions from description In its sole and absolute discretion, the General Partner may agree with a Limited Partner (in connection with the admission of such Limited Partner to the Partnership) to treat one or more specifically identified classes of actual or prospective Portfolio Investments as “Excused Investments” with respect to such Limited Partner (the “Excused Limited Partner”). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions from description In order to permit the General Partner, in its sole discretion, to cause the Partnership’s aggregate Total Investment with respect to all Portfolio Companies over the life of the Partnership to equal up to one hundred twenty percent (120%) of the aggregate Subscriptions as permitted in 4.1 (including to enable the re-call of the amounts referred to in 4.1(a) and 4.1(c)(i) which are received by the Partnership and subsequently distributed to the Partners but which are disregarded for purposes of the definition of “Total Investment” and the limitation set forth in the first sentence of 4.1) to facilitate the payment of the Management Fee and to satisfy other Partnership obligations, the General Partner may cause an amount in cash equal to all or a portion of distributions made to the Partners in cash or property to be re‑called by the Partnership from each Partner based on the ratio of the aggregate distributions made to such Partner by the Partnership pursuant to 7.2.1 to the aggregate of all distributions made to all Partners by the Partnership pursuant to 7.2.1, excluding Carried Interest Distributions for purposes of determining this ratio. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Distributions from description Notwithstanding anything to the contrary in this Article 7, the General Partner may elect not to receive part or all of any distribution to which it would otherwise be entitled under (a) 7.2.1 in respect of its Sharing Percentage and instead cause such amount to be distributed to the Partners in proportion to their respective Contributions (which may exclude the Deemed Contributions as determined by the General Partner in its sole discretion) and instead cause such amount to be distributed to the Limited Partners in the amounts and proportions set forth in 7.2.1 or (b) 7.2.1(b); provided, however, that the General Partner, in its discretion, may subsequently distribute to itself, out of funds available therefor, additional amounts up to the amount that would result in the General Partner receiving aggregate cumulative distributions equal to what it would have received had the General Partner not elected to forgo all or a portion of any distribution in accordance with this 7.1.4. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Feeder Entities from description The General Partner may organize and operate one or more investment vehicles (the “Feeder Entities”) to be admitted as Limited Partners for the purpose of permitting certain investors to invest, through such Feeder Entities, in the Partnership (or, in the case of existing Limited Partners, so that they may hold their existing interest in the Partnership through such Feeder Entities). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term Table from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term Fund Control Structure from description One Member (Crescent FUnd 2 Ltd., a Cayman entity), and a Manager (Rick Fortunato). + +The Manager may exercise the management authority generally described in Section 6(b) except with respect to the matters set forth below, which require the prior written consent of the Member: +(i) the amendment of this Agreement as provided in Section 15 hereof; +(ii) the dissolution or winding up of the Company; +(iii) the merger or consolidation of the Company; +(iv) the sale, transfer, contribution, exchange, mortgage, pledge, encumbrance, lease or other disposition or transfer of all or substantially all of the assets of the Company; and +(v) any other transaction specifically described herein as requiring the approval of the Member. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description The Company shall have perpetual existence unless it shall be dissolved and its affairs shall have been wound up upon (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate as provided in the Act. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description The Member has contributed $1.00 in cash as its initial capital contribution to the Company. The Member may make, but shall not be required to make, additional capital contributions to the Company. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Carry from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Mandatory from description Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Borrowing from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Sections from description 10. Taxation. It is the intent of the Member that since the Company has a single owner, the Company shall be disregarded as an entity separate from the Member for federal tax purposes. +11. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term New section - 3.3.2 Suspension Event from description The General Partner shall suspend the Fund’s investment in Target Portfolio Companies (each suspension, a “Suspension Event”) upon receiving the Consent of a Majority in Interest of the Limited Partners. Such Suspension Event shall remain in place until the General Partner shall have received the Consent of a Majority in Interest of the Limited Partners to revoke the Suspension Event. The General Partner shall have no obligation to notify any or all of the Limited Partners of its solicitation or its receipt of Consent from the requisite Majority in Interest of the Limited Partners with respect to any Suspension Event. Following a Suspension Event, a Majority in Interest of the Limited Partners may, by notice to the General Partner, cause the General Partner to return to the Partners any uninvested Capital Contributions not reserved for the Fund’s other expenses as provided in Section 3.12. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term ""Target Portfolio Companies"" definition edits from description ""Target Portfolio Companies"" means private companies. Without the Consent of a Majority in Interest of the Limited Partners delivered to the General Partner, the Fund shall not (i) invest in any company with a pre-money valuation greater than $20 million or (ii) deploy more than $250,000 in any initial investment; provided, however, that the Fund shall be permitted to take part pro rata in any bona fide equity round led by a venture capital firm in the round immediately following the Fund’s initial investment. The General Partner shall have no obligation to notify any or all of the Limited Partners of its solicitation or its receipt of Consent from the requisite Majority in Interest of the Limited Partners.{ + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term Note to VCA - First - the majority of the edits are simply removing the logic and {brackets} from the docuemnt. If we are not going to run the LPA through product, but instead simply upload their editted copy, we should make sure all the definitions have been accounted for. For example, ""Special Partner"" still has yet to be defined ; same with ""Special Partner Carry Percentage"" and ""Total Carry Percentage"" + +Second - any edits we make to the LPA will likely have matching language that we'll need to edit and confrom in the PPM. Just a heads up. from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term Response from GP: +The point of ALA-advised funds is that AL monitors the fund to ensure the leads don't invest above the cap, etc. +The obligation to monitor this should not be pushed off to the leads and the proposed language from legal is different from what AL has agreed to in the past for Spearhead. +Can we stick with my original proposal given AL has already agreed to exactly this language in the past and it is more consistent with how the funds should work? +ALA, as the Investment Adviser, has a responsibility to check these things regardless of the language in this section, so I don't think this should be contentious. + from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term Original Docs (Including Redlines): https://drive.google.com/drive/folders/1VHlIXZg5zJikDOE2-hclU3eCVMeqjdSV?usp=sharing from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term ^ This uses the same doc AngellList approved for member-managed vehicles. from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term General Partner Clawback from description See 10.5(b) is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts from description See 4.1 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocation of Profit or Loss from description See 5.1 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description See 7.4. + +feel free to tell me to take this out or make it in the GP’s discretion, hoping it’s not an issue given the allocation method change is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Returns from description See 11.5. + +Our next draft doesn’t have any changes here, so perhaps you can just tell me what to change for now for this Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Partnership Representative from description See 11.6 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Special Allocations - GP electing to waive from description 5.2c is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Delaware Fund; GP is a Delaware LLC is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description (a) All Capital Contributions to the Partnership by the General Partner shall be in cash. +(b) The General Partner shall pay any Commitment in installments at the same times and in the same percentage amounts as the Limited Partners. +(c) The amount of any Waived Management Fees shall be treated as a deemed contribution by the General Partner to the Partnership in such amount, which shall be treated as a contribution for all purposes of this Agreement but which shall not increase the General Partner's Capital Account. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description (i) Beginning with the Initial Closing through the end of the Investment Period, two percent (2.0%) per annum of the aggregate Capital Commitments. +(ii) Thereafter, for all periods following the Investment Period, an amount equal to two percent (2.0%) per annum of the average aggregate amount of the outstanding investments + +Notwithstanding the foregoing, the Management Fees paid for a fiscal quarter or portion thereof shall be reduced by the amount of the Management Fees that the General Partner has irrevocably elected to waive (the “Waived Management Fees”) in a written notice delivered to the Partnership at any time during the calendar year preceding the date on which such Management Fees are due. The aggregate amount of Waived Management Fees may not exceed the amount of the investment commitment of the Principals with respect to the Partnership (including any investment commitment to any co-investment vehicle) in effect from time to time. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Management Fee Offset from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description “Investment Period” means the period ending on the fourth anniversary of the initial funding. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description ten (10) years from the Final Closing (the “Initial Term”), subject to two one-year extensions, at the sole discretion of the General Partner (the “Extended Term”); + +The General Partner and a Majority in Interest of the Limited Partners may elect to dissolve the Partnership by giving notice to each Partner of the election. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description The Partnership may not generally reinvest proceeds from Realized Investments; provided, however, that if the Partnership disposes of its interest in a Portfolio Company, in each case within 13 months of making such financing or investment, then the Partnership may reinvest the recovered cost basis of such investment, either (i) by retaining the proceeds (provided that any such retained proceeds are reinvested by the Partnership no more than ninety (90) days following the date such proceeds are received by the Partnership or else promptly following the end of such ninety (90) day period, such proceeds shall be distributed to the Partners pursuant to the following Section 6.04(ii)) or (ii) by distributing such proceeds to the Partners, increasing each Partner’s unfunded Commitment by such cost basis, and having such amount available for future recall. Similarly, Capital Commitments funded in connection with transactions that are not consummated may be distributed to the Partners, thereby increasing each Partner’s unfunded Commitment by the amount thereof, and having such amount available for future recall. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description (b) Each Limited Partner will pay as its initial Capital Contribution to the Partnership, an amount determined by the General Partner (not to exceed such Limited Partner's Commitment), upon written notice of the amount and due date of the initial Capital Contribution. +(c) After the date of the initial Capital Contribution, the Limited Partners will pay the remaining balance of their Capital Commitments in such amounts and at such times as will be determined by the General Partner in its sole discretion. The General Partner will give the Limited Partners notice before each such additional Capital Contribution is due. Each such notice will be given not less than ten (10) days before the payment to which such notice relates is due, and will specify the date on which the additional Capital Contribution will be due and the percentage or amount of the Limited Partners’ Capital Commitments then due. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions/Tax Distributions from description (a) First, if the General Partner, in its sole discretion, elects to make a distribution for payment of tax liability to the Partners pursuant to Section 6.01(b) (such payment, the “Maximum Tax Liability”), the Partnership will distribute to each Partner from cash available no later than ninety (90) days after the close of each fiscal year, determined in the discretion of the General Partner, an amount determined on a Partner-by-Partner basis that is equal to a percentage of such Partner’s share of the Net Profits allocated to such Partner for such fiscal year. Such percentage shall be determined by the General Partner in its absolute discretion based upon an estimate of the highest marginal Federal income tax rates for corporations or individuals, whichever is higher, applicable to ordinary income and capital gain income and the proportions of such types of income earned by the Partnership during such fiscal year, plus the highest marginal Ohio income tax rates for corporations or individuals, whichever is higher, applicable to ordinary income and capital gain income and the proportions of such types of income earned by the Partnership during such fiscal year (such Federal and Ohio tax rates, the “Maximum Tax Rate”). Notwithstanding the foregoing, in the case of the General Partner, a determination of a “Tentative Tax Distribution” shall be made, which shall be an amount equal to the Federal and state income tax an individual resident in Ohio would pay on the income allocated to the General Partner for the relevant fiscal year, taking into account, among other things, different tax rates on ordinary and capital gain income, the deductibility of state and local taxes, credits and/or deductions for any foreign taxes, applicable tax treaty benefits, if any, and loss carryforwards, and Tentative Tax Distributions shall be made to the General Partner only to the extent that aggregate distributions over the life of the Partnership to the General Partner are less than the aggregate Tentative Tax Distributions with respect to the General Partner over the life of the Partnership. Such distributions will be debited to the Capital Accounts of the Partners receiving such distributions, as provided in Section 5.03. The amount, if any, distributed to a Partner pursuant to this Section 6.03(a) shall be (i) reduced by all other distributions made in that fiscal year (other than distributions pursuant to this Section 6.03(a)) and (ii) credited against (and thus shall reduce) future distributions which would otherwise be made to such Partner under the other subsections of this Section 6.03. The Partnership will at all times be entitled to make payments with respect to any Partner in amounts required to discharge any legal obligation of the Partnership to withhold or make payments to any governmental authority with respect to any Federal, state or local tax liability of the Partner arising as a result of the Partner’s interest in the Partnership. Each such payment will be debited to such Partner’s Capital Account, as provided in Section 5.03. +(b) Preferred Return. Second, 100% to the Limited Partners pro-rata and pari passu in accordance with the percentage interest of each Limited Partner until each has received a Preferred Return equal to 10% per annum on the amount of such Limited Partner’s Capital Contributions (reduced by any amounts paid pursuant to Section 6.03(c), determined from the relevant date of drawdown to the date of distribution; +(c) Return of Capital. 100% to the Partners in proportion to their respective Capital Contributions until each of the Partners has received cumulative distributions under this paragraph in an amount equal to such Partner’s capital Contributions in all Portfolio Companies that have been realized or which have been written off by reason of a permanent impairment in value (collectively, the “Realized Investments”); +(d) Profit Distribution. Fourth, 100% to the General Partner until it has received distributions equal to 20% of all distributions made pursuant to this paragraph and paragraph Section 6.03(b); and +(e) Fifth, 80% to the Limited Partners and 20% to the General Partner (the amounts received by the General Partner under this paragraph and paragraph 6.03(d) being referred to as the “Carried Interest”). + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Borrowing from description Borrowing is permitted so long as it: (i) does not create or involve any obligation on the part of any Limited Partner other than the obligation to make Capital Contributions pursuant to the Commitment of such Limited Partner, and (ii) is in connection with a borrowing by the Partnership to secure, improve, manage or operate a Portfolio Company, provided such borrowing does not exceed eighty percent (80%) of the loan-to-value ratio of the Partnership is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Closings from description (d) Each Additional Limited Partner shall contribute to the Partnership (i) its pro rata share of all previously funded Capital Commitments (unless there has been an extraordinary event relating to an existing Portfolio Company that would justify a change in valuation or the exclusion of Additional Limited Partners from such investment, at the sole discretion of the General Partner), other than the portion drawn to pay the Management Fees, less its pro rata share of all distributions made to return Capital Contributions (if any) to Limited Partners admitted in prior closings, plus (ii) an equalizing adjustment on the net amount in clause (i) at a rate of ten percent (10.0%) per annum from the date(s) of the relevant previously funded Capital Commitments. The amounts so contributed will be, at the discretion of the General Partner, (i) distributed to the previously-admitted Limited Partners, and the available undrawn Commitment of each previously-admitted Limited Partner will be increased by the amount distributed to it, other than the equalizing adjustment or (ii) held by the Partnership for the benefit of the previously-admitted Limited Partners, with the available undrawn Commitment of each previously-admitted Limited Partner increased by such Limited Partner’s proportional share of such amounts (excluding the portion attributable to any equalizing adjustments), and applied on behalf of such previously-admitted Limited Partners to future Capital Contributions pursuant to Article 4. +(e) In addition, each Additional Limited Partner that participates in a subsequent closing will contribute to the Partnership an amount necessary to fund its pro rata share of the Management Fees based on the Additional Limited Partner’s Commitment, computed from the date of the Initial Closing, plus interest thereon at a rate of ten percent (10.0%) per annum from the dates on which the incremental Management Fees would have been paid if the Additional Limited Partner had been admitted at the Initial Closing. All such amounts will be paid by the Partnership to the General Partner or the Investment Adviser. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term In-Kind Distributions from description (a) The Partnership at any time may distribute Noncash Assets in kind provided that if such Noncash Assets are realty or personalty, the Partnership shall have first used commercially reasonable efforts to dispose of such Noncash Assets prior to any distribution in kind. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Standard fund expenses provision. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description (e) The Partnership shall pay all Organizational Expenses, not to exceed 1.00% of all Capital Commitments. Organization Expenses will be amortized over the first 12 months of the Partnership’s operations. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description The financial statements of the Partnership must be prepared in accordance with U.S. Generally Accepted Accounting Principles as of the end of each fiscal year. The financial statements shall be audited and certified by a firm of independent certified public accountants selected by the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Establishment of Capital Accounts (5.01) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Time of Adjustment of Capital Accounts (5.02) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Adjustments (5.03) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Regulatory Allocations (5.04) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Authority of General Partner to Vary Allocations (5.05) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Tax Matters (5.06) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Withholding (5.07) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Apportionment of Net Profits and Net Losses (6.05) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term FATCA (6.07) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description (b) Financial Statements. The General Partner shall cause an annual report of the operations of the Partnership to be prepared within ninety (90) days following the end of the fiscal year (subject to reasonable delays in the event of late receipt of any necessary information from Portfolio Companies) and transmitted to the Limited Partners. Said annual report shall include a balance sheet as of the end of the fiscal year and an income statement for the fiscal year, and a statement showing the amounts allocated to such Partner pursuant to this Agreement during or in respect of such year, and any item of income, deduction, credit or loss allocated to such Partner for purposes of the Code pursuant to this Agreement. The financial statements may be audited by a firm of independent public accountants selected by the General Partner. +(c) Income Tax Information. The General Partner shall provide each Partner within ninety (90) days after the end of each fiscal year (i) the information necessary for the Partner to complete its Federal and state income tax returns, and (ii) if requested by a Limited Partner, a copy of the Partnership’s Federal, state and local income tax or information returns for the year. The General Partner shall cause to have prepared and filed all required income tax returns for the Partnership. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description (a) The Partnership will adopt written fair valuation policies and procedures for determining the value of its Assets. Assets held by the Partnership will be valued by the General Partner or the Investment Adviser in a manner consistent with the Partnership’s written fair valuation policies and procedures and based upon information received from the Portfolio Companies. +(b) Assets held by the Partnership will be valued at such times as determined by the General Partner, provided that such Assets shall be valued no less frequently than each calendar year. Assets distributed in kind will be valued as of the date distributed. +(c) In determining the value of the interest of any Partner in the Partnership, or in any accounting among the Limited Partners or any of them, no value shall be placed on the goodwill or name of the Partnership. No tax reserves shall be set up for unrealized gains or profits unless the tax obligations of the Partnership are established by law. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Delaware LP. GP is a Delaware LLC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description At least 5% of aggregate Capital Commitments. + +Notwithstanding Section 2.2(a), at such time as the General Partner delivers any Capital Call, the required capital contributions with respect to the Sponsor Commitment shall be reduced by the lesser of (i) the amount of capital contributions otherwise required to be made by the General Partner pursuant to Section 2.2(a) and (ii) the amount of any existing Unapplied Waived Fee Amounts, and such amount shall instead be funded by the Limited Partners in proportion to their respective Capital Commitments (for any Partner, a “Waiver Contribution”); provided that the General Partner may make a Waived Fee Election and cease to increase the Unapplied Waived Fee Amount. If the Sponsor Commitment increases after the Initial Closing, the General Partner shall, within 10 business days after such increase, make a capital contribution sufficient to cause its Capital Contribution to be at least equal to the capital contributions that would have been required if its Capital Commitment had at all times following the Initial Closing been equal to its Capital Commitment as determined immediately after such increase. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description 2%/year of capital commitments for 10 years is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description the earlier of (a) the Close of Business at the third anniversary of the date of the Initial Closing; (b) the date on which the General Partner terminates the Investment Period by written notice to the Limited Partners; and (c) the date on which the Investment Period otherwise expires or terminates in accordance with the Agreement is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description 10 years; GP may unilaterally extend for up to two consecutive 1-year periods; then 1-year extensions only with LP consent is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description Standard mechanics here. 34% of an LP's commitment shall be contribured upon addmitance to the Fund is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions - Return of Unused Capital - 2.9 from description Return of Capital Contribution. If within 90 days after the due date of a Capital Call, the General Partner determines, in its sole discretion, that capital contributed pursuant to the applicable Capital Call (or portion thereof) will not be used as intended when called, the General Partner shall cause the Partnership to return capital contributions made in respect of such Capital Call (or portion thereof); provided that, the General Partner will not receive a return of any contribution deemed made by it in respect of a Waiver Contribution pursuant to the foregoing and will not be required to contribute additional capital to the Partnership when amounts returned to the Limited Partners pursuant to the foregoing are subsequently contributed to the Partnership by the Limited Partners. To the extent that capital contributions are returned pursuant to this Section 2.9, such returned contributions shall not be included in a Partner’s Capital Contribution or be treated as a credit against its obligation to contribute capital in respect of its Capital Commitment, and the return of such capital contributions shall not be treated as distributions by the Partnership. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Distributions - Discretionary from description (ii) On a separate basis for each Limited Partner, any other amounts apportioned pursuant to the Preliminary Apportionment to such Limited Partner shall be distributed as follows: + +(A) First, 100% to such Limited Partner until such Limited Partner has received distributions in cash and/or in-kind Securities pursuant to this Section 4.1(b)(ii)(A), in the aggregate over the Term of the Partnership, at least equal to its Capital Contribution. +(B) Next, (x) 80% to such Limited Partner, and (y) 20% to the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Tax (4.1(a)(i), (ii)) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description 5.4(a)(v) - Incur indebtedness for borrowed money in excess of 15% of the aggregate Capital Commitments of the Partners (measured at the time such indebtedness is incurred). Solely for purposes of the preceding sentence, the amount of any third-party indebtedness guaranteed by the Partnership (including, for the avoidance of doubt, credit support to a Portfolio Investment or any vehicle formed to effect the acquisition thereof) shall be treated as indebtedness for borrowed money of the Partnership. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Closings from description 12 months between Initial Closing and Final Closing. Each LP must contribute 34% of their commitment at their closing. The General Partner intends to deliver three Capital Calls in six month intervals in installments of approximately 34%, 33% and 33% of Capital Commitments in the first, second and third Capital Calls, respectively. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Late Admissions (2.2(c)) from description The LPA has an interest charge for late admissions. See 2.2(c). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Exclusion (2.2(f)) from description The LPA has an exclusion provision. See 2.2(f). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term In-Kind Distributions from description 4.4 - Permitted; provided that LPs may notify the GP and request that such in-kind assets be delivered to an escrow account established by the GP for the beneift of such requesting LP. Requesting LP pays for the escrow prcoess. GP uses reasonable efforts to sell assets. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description If after giving effect to all contributions, distributions and allocations as of the completion of winding up of the Partnership (the “Determination Date”), the General Partner has received Carried Interest Distributions in respect of any Limited Partner as of the applicable Determination Date in excess of 20% of (1) the sum of (x) the aggregate amount distributed to such Limited Partner pursuant to Sections 4.1(a) and 4.1(b)(i), and (y) the aggregate amount of Carried Interest Distributions distributed to the General Partner with respect to such Limited Partner over (2) the Capital Contribution of such Limited Partner, then the General Partner will contribute to the Partnership, and the Partnership will, subject to the Act, distribute to such Limited Partner, an amount out of the amounts received by the General Partner as Carried Interest Distributions equal to 100% of such excess. Contributions pursuant to this Section 7.3 will not be treated as capital contributions for purposes of this Agreement. Notwithstanding the foregoing, the General Partner will not be obligated, with respect to such Limited Partner, to make aggregate contributions pursuant to this Section 7.3 in excess of the aggregate Carried Interest Distributions distributed to the General Partner in respect of such Limited Partner as of the Determination Date, less the tax liabilities of the General Partner (or its direct or indirect owners) with respect to distributions and allocations made in respect of such Carried Interest Distributions pursuant to this Agreement as of the Determination Date, as calculated using the highest marginal Federal and State income tax rate payable by individuals resident in California. Such tax liabilities will be determined in the same manner as prescribed for the determination of tax liabilities taking into account, among other things, the allocations made to the General Partner pursuant to Section 3 in respect of such Carried Interest Distributions, including Profits or Losses incurred through liquidation of the Partnership. At all times prior to completion of the distributions required to be made to the Limited Partners pursuant to Section 7.3(d), the governing documents of the General Partner shall impose upon the members of the General Partner an aggregate (but not “joint and several”) obligation to make such payments as are necessary for the satisfaction of the General Partner’s obligations under this Section 7.3(e) is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback - 4.5(b) from description The LPA has an LP clawback provision. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Fund Expenses from description Standard fund expenses is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description As promptly as is reasonably possible after the close of each Fiscal Year (other than a short initial Fiscal Year of the Partnership), the General Partner shall cause an audit of the financial statements of the Partnership for such year to be made in accordance with GAAP and a corresponding report to be prepared in accordance with GAAP (but taking into account the Fair Market Value of Partnership assets), in each case by a firm of certified public accountants of regional, national, or international standing. Within 180 days after the close of such Fiscal Year or as soon as practicable thereafter (subject to reasonable delays in the event of the late receipt of any necessary financial statements from any Portfolio Investment), the General Partner shall provide to each Partner a copy of such report is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocations - 3.1 from description (a) Allocation of Partnership Profit and Loss. Except as otherwise provided in this Agreement, Profits, Losses and, to the extent necessary, individual items of income, gain, loss or deduction of the Partnership for each Fiscal Year or Interim Period will be allocated among the Partners in a manner such that the adjusted Capital Account of each such Partner, immediately after making such allocation and after taking into account amounts specially allocated pursuant to this Section 3, shall be equal to the excess (which may be negative) of: + +(i) The amount that would be distributed to such Partner if (A) the Partnership were dissolved, its affairs wound up, its assets sold for cash equal to their Book Values at the end of such Fiscal Year or Interim Period, (B) all Partnership liabilities were satisfied in cash according to their terms (limited, with respect to each nonrecourse liability, to the Book Value of the assets securing such liability), and (C) the net proceeds thereof (after satisfaction of such liabilities) were distributed pursuant to Section 4.1, over + +(ii) The sum of (A) the amount, if any, which such Partner is obligated to contribute to the capital of the Partnership, (B) such Partner’s share of Minimum Gain (as determined according to Treasury Regulations Section 1.704-2(g)), and (C) such Partner’s share of partner nonrecourse debt Minimum Gain (as defined in Treasury Regulations Section 1.704-2(i)(2)), all as determined immediately prior to the hypothetical sale described in Section 3.1(a)(i) is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Withholding - 3.3 from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports - 5.9 from description Annual Reports. As promptly as is reasonably possible after the close of each Fiscal Year (other than a short initial Fiscal Year of the Partnership), the General Partner shall cause an audit of the financial statements of the Partnership for such year to be made in accordance with GAAP and a corresponding report to be prepared in accordance with GAAP (but taking into account the Fair Market Value of Partnership assets), in each case by a firm of certified public accountants of regional, national, or international standing. Within 180 days after the close of such Fiscal Year or as soon as practicable thereafter (subject to reasonable delays in the event of the late receipt of any necessary financial statements from any Portfolio Investment), the General Partner shall provide to each Partner a copy of such report. + +Quarterly Reports. As promptly as is reasonably possible, but in any event within 45 days (though subject to reasonable delays in the event of the late receipt of any necessary financial statements from any Portfolio Investment), after the close of each fiscal quarter (other than the final quarter of any Fiscal Year), the General Partner shall provide to each Partner a quarterly capital account statements of the Partnership. + +Tax Reports and Assistance. Within 180 days after the close of each Fiscal Year, the Partnership’s accountants shall provide to each Partner the Partnership information relating to such Partner required to be set forth on IRS Form 1065, Schedule K-1. Further, at the request and expense of any Limited Partner, the General Partner shall use reasonable efforts to: (i) provide such Limited Partner with other Partnership information required by such Limited Partner to comply with tax and other reporting obligations of such Limited Partner under applicable law; and (ii) assist such Limited Partner in applying for any available exemption, waiver, reduction or refund of or from taxes relating to such Limited Partner’s interest in the Partnership; provided, however, that in no event shall the General Partner be: (i) required to assist a Limited Partner in taking a tax or other reporting position that is inconsistent with the Partnership’s own reported position; or (ii) required or deemed to provide advice or counsel to a Limited Partner with respect to tax or any other legal matter. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation - 5.10 from description Valuation Standards. Except as otherwise provided in this Agreement, in determining the value of Partnership assets or a Partner’s interest in the Partnership, or in any accounting among any or all of the Partners, no value shall be placed on the Partnership’s goodwill, name, records, files, or statistical data or on similar assets not normally reflected in the Partnership’s accounting records, but there shall be taken into consideration any items of income earned but not yet received, expenses incurred but not yet paid, liabilities fixed or contingent, and prepaid expenses to the extent not otherwise reflected in the books of account as well as the Fair Market Value of options or commitments to purchase or sell Securities pursuant to agreements entered into on or prior to the valuation date. In determining the value of Partnership assets, the General Partner may, but shall not be required to, take into consideration valuations, appraisals and similar assessments made or undertaken by third parties. Notwithstanding the foregoing, with respect to any Marketable Security distributed by the Partnership and for which the requisite data is available, the Fair Market Value of such Security as of the time of such distribution shall be deemed to equal the average of its sales price on the principal securities exchange or market upon which such Security is traded over the 10-day period that commences three days prior to the date of distribution. + +Fair Market Value. The General Partner’s valuation of Partnership assets shall establish the “Fair Market Value” of such assets and shall be binding and conclusive for all purposes under this Agreement. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Exhibit A - Fund Services from description Exhibit A lists the services AL will be providing. Just want to specifically point this out to make sure we are good to go on all of these. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description See ""Fund Expenses"" is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description AngelList will be responsible for any expenses it incurs over the life of the Fund performing the Fund Services described herein, and for any statements that it makes with respect to the Fund that are not either requested by or otherwise expressly approved by Manager. Notwithstanding the foregoing, the Member hereby agrees to reimburse AngelList for any expenses incurred in connection with the audit of the Fund out of the Fund’s capital. As part of this reimbursement, the Member shall make an annual Capital Contribution to the Fund in the amount of $38,000 within 10 business days of the first day of the Fund’s fiscal year which will be made available to be paid to AngelList as part of the reimbursement. If expenses incurred for such audit exceed that amount, the Member shall make further capital contributions to cover such additional expenses. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description Yes - see ""Reports"". is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Sections from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description The Fund shall use commercially reasonable efforts to prepare and send (or cause to be prepared and sent) to the Member, within ninety (90) days following the end of each Fiscal Year, the Member’s final Schedule K-1 for such Fiscal Year and, prior to that date and upon request by the Member, such estimated information with respect to the Member’s Schedule K-1 for such fiscal year as may be available during such time frame. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description AngelList shall use commercially reasonable efforts to prepare and send (or cause to be prepared and sent) to the Member: (a) within forty five (45) days of the last day of each of the first three fiscal quarters of each fiscal year, unaudited summary financial statements of the Fund for such fiscal quarter; and (c) within ninety (90) days after the last day of each fiscal year, the audited financial statements of the Fund, prepared in accordance with United States generally accepted accounting principles and audited and certified by independent public accountants of nationally recognized standing. AngelList shall, upon the request of the Member, furnish to the Member such information that the Member may reasonably require or request to (i) satisfy its legal obligation(s) to prepare tax returns or other reports to taxing authorities or to make payments of withholdings to any taxing authority, or (ii) comply with any reporting obligations to its partners or to regulatory authorities is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: [Yes] / [No] + +Reviewer instructions: If above response is ""No"", leave a comment in the ""Reviewer Comments"" column that (i) states that we must suggest adding the following language to the Fund's fund expenses provision in order for the fund to accept AL capital: ""syndication, private placement fee, or finder’s fees associated with the issuance of interests in the [Partnership // Fund]"" and (ii) suggests that the customer consult with their counsel to consider adding a related disclosure to the fund's PPM or Subscription Agreement, as applicable. + +Is the management fee offset by any such placement fees: [Yes] / [No] + +Reviewer Instructions: If above response is ""Yes"", we must request that the provision be changed in order for the fund to accept AL capital. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description LLC;The Fund is a Delaware Series LLC. Manager-managed; the Manager is a New York LLC is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description Unclear if the Manager is required to put capital in is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description No Management Fee is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description No Investment Period; looks to be an SPV is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description 10 years + unlimited successive 1yr periods in manager's discretion is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description 4.6 - Upon admission, members contribute their entire amount is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description 7.1 No carry; distributions returns to members pro rata + +The Fund shall first use available assets to repay outstanding debts and obligations, if any, of the Fund. Then, subject to paragraph 7.4, the Fund shall make Distributions, at such times and intervals as the Manager shall determine (subject to reasonable reserves established by the Manager for Fund expenses and liabilities) but, in no event, earlier than the expiration of the Lock-Up Period in respect of Portfolio Fund Securities to be distributed. Amounts shall be distributed to the Members (or their assignees, to the extent provided in paragraph 8.6) pro rata in accordance with their respective Interests. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description No additional closings is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description 7.1(b) -- Non-Cash Distributions. Whenever a Distribution provided for in this paragraph 7.1 hereof shall be payable in property other than cash, the value of such Distribution shall be deemed to be the Fair Market Value of such property as determined in good faith by the Manager. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description Technically no carry for the SPV, so no Manager give-back. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description 7.1(c) -- Return of Distributions. Any Member receiving a Distribution in violation of the terms of this Agreement shall return such Distribution (or cash equal to the net fair value of any property so distributed, determined as of the date of Distribution) promptly following the Member’s receipt of a request therefor from the Manager or from any other Member. No third party shall be entitled to rely on the obligations to return Distributions set forth herein or to demand that the Fund or any Member make any request for any such return. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description 4.8 -- Except as otherwise expressly provided herein, the Fund shall bear all organizational and offering expenses of the Fund and other expenses attributable to the activities of the Fund: (A) including, but not limited to (i) attorneys’ and accountants’ fees and disbursements on behalf of the Fund (ii) insurance, regulatory or litigation expenses (and damages); (iii) expenses incurred in connection with the winding up or liquidation of the Fund (other than liquidation expenses permissible under Article X); (iv) expenses incurred in connection with any amendments to the constituent documents of the Fund and related entities, including the Manager; and (v) expenses incurred in connection with Distributions to the Members and in connection with any meetings of Members called by the Manager, and (B) excluding any salary and other payments to employees or officers of the Manager. The Fund shall reimburse the Manager for the cost and expenses of preparing K-1s for the Members and tax returns for the Fund. At the complete discretion of the Manager, the Fund reserves the right to apportion expenses to a specific Member if those expenses are attributable to that specific Member. In addition to any capital contributions required pursuant to any other paragraph hereof, in order to fund the operating costs of the Fund, including the preparation of annual tax returns and Schedule K-1s, and to reimburse the Manager for any expenses incurred by it in the performance of its duties hereunder as provided herein, each Member shall make additional contributions to the capital of the Fund in cash in an aggregate amount equal to its Interest of amounts that the Manager determine necessary in good faith using reasonable discretion, as and when requested by the Manager. If all or any portion of the capital that is due from any Member to pay its portion of the expenses is not contributed to the Fund on or before the tenth (10th) day following the date on which such additional capital is due, the Manager shall have the right to cause the Fund to accrue such Member's portion of the expenses and to pay to the Manager from distributions otherwise payable to the Member who has failed to pay his, her or its portion of the additional capital on or before the due date thereof, together with interest on such amount at a rate equal to the lesser of (a) fourteen percent (14%) per annum, and (b) the maximum legal interest rate permitted under applicable law, compounded annually, which interest will accrue from the applicable anniversary of the date hereof through the date such amount is paid to the Manager. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description No Org. cap is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description No is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Sections from description 6.1 - Allocation of Net Income and Net Loss + +6.2 - Allocation Rules + +6.3 - Tax Allocations / Special Allocations + +6.6 Allocations in Year of Liquidation Event + +7.4 - Amounts Withheld is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description 9.2 - 90 days is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description 9.1 - No standard reports being provided to Members, but as requested by a Member, a Member can see: +(a) true and full information regarding the status of the business and financial condition of the Fund; +(b) promptly after becoming available, a copy of the Fund’s federal, state and local income tax returns, if any, for each Fiscal Year; +(c) a current list of the full name and last known business, residence or mailing address of such Member and each Manager; +(d) a copy of this Agreement and all amendments thereto, together with executed copies of (i) any powers of attorney and (ii) any other document pursuant to which this Agreement or any amendments thereto have been executed or have been deemed to be executed; and +(e) true and full information regarding the amount of cash contributed by such Member and the date on which such Member became a Member. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description 10.5 - Any non-cash asset distributed to one or more Members shall first be valued by the Manager at its Fair Market Value to determine the Net Income, Loss and special allocations that would have resulted if that asset had been sold for that value, which amounts shall be allocated pursuant to Article VI, and the Members’ Capital Accounts shall be adjusted to reflect those allocations. The amount distributed and charged to the Capital Account of each Member receiving an interest in the distributed asset shall be the Fair Market Value of such interest as determined in good faith by the Manager (net of any liability secured by the asset that the Member assumes or takes subject to). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: [Yes] / [No] + +Reviewer instructions: If above response is ""No"", leave a comment in the ""Reviewer Comments"" column that (i) states that we must suggest adding the following language to the Fund's fund expenses provision in order for the fund to accept AL capital: ""syndication, private placement fee, or finder’s fees associated with the issuance of interests in the [Partnership // Fund]"" and (ii) suggests that the customer consult with their counsel to consider adding a related disclosure to the fund's PPM or Subscription Agreement, as applicable. + +Is the management fee offset by any such placement fees: [Yes] / [No] + +Reviewer Instructions: If above response is ""Yes"", we must request that the provision be changed in order for the fund to accept AL capital. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Defaulting LPs from description 4.8 ---> "".... If all or any portion of the capital that is due from any Member to pay its portion of the expenses is not contributed to the Fund on or before the tenth (10th) day following the date on which such additional capital is due, the Manager shall have the right to cause the Fund to accrue such Member's portion of the expenses and to pay to the Manager from distributions otherwise payable to the Member who has failed to pay his, her or its portion of the additional capital on or before the due date thereof, together with interest on such amount at a rate equal to the lesser of (a) fourteen percent (14%) per annum, and (b) the maximum legal interest rate permitted under applicable law, compounded annually, which interest will accrue from the applicable anniversary of the date hereof through the date such amount is paid to the Manager."" is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term Fund Control Structure from description Delaware LLC, managing member is a Delaware LLC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description None, see below: + +In consideration for its Membership Interest in the Company, the Managing Member shall contribute the time, talents, and expertise of its personnel, together with early-stage Startup investment opportunities from time to time in its sole discretion, to the Company. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description 2% per year of ""Assets under management by the Company"". is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description Perpetual term unless dissolve by Managing Member following liquidation or unanimous vote of removal of Managing Member. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description All capital contributions made up front. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Mandatory from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Discretionary from description 100% to the Investing Members, pro rata, up to the equivalent of 100% on their Capital Contribution (the “Priority Return”); and upon realization of the applicable Priority Return, any excess shall be allocated and distributed 80% to the Investing Members, pro rata, and 20% to our Managing Member. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description The Managing Member or any affiliate of the Managing Member may lend to the Company funds needed or desired by the Company for such periods of time as the Managing Member may determine; provided, that the Managing Member or affiliate may not charge the Company interest, points or fees at rates greater than the rates that would be charged the Company (without recourse to its Members’ financial abilities or guarantees) by unrelated lenders on comparable loans. The Company shall reimburse any Managing Member making a loan to the Company, or any affiliate, for any costs (other than interest) incurred by it in connection with the borrowing of funds obtained by the Managing Member or such affiliate and loaned to the Company. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Closings from description No relevant language. No late fees or anything like that. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Permitted. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term General Partner Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description In addition to amounts paid under other Sections of this Agreement, the Managing Member shall be reimbursed at any time and from time to time for all costs and expenses that the Managing Member and their respective affiliates incur on behalf of, or in the management and operation of the business of, the Company, including, but not limited to, that portion of the Managing Member’s and their respective affiliates’ legal and accounting costs and expenses, including organizational costs and amounts paid for the Offering and associated Memorandum, etc., telephone, secretarial, brokerage and professional consultant costs, office rent and other office expenses, salaries and other compensation expenses of employees, agents, and representatives, and other general, administrative, and additional expenses that are necessary or appropriate to the conduct of the Company's business and allocable to the Company. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts (3.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description The Managing Member, on its own initiative or upon request by an Investing Member, may cause to be prepared and furnish financial statements of the Company on an annual basis to the Investing Members. + +The Managing Member shall also be responsible for causing the preparation and distribution to all Investing Members of all reasonably required tax reporting information. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Redemption from description The Company may redeem Units on any terms as may be deemed acceptable to the parties. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Valuation from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term Fund Control Structure from description Fund is a Tennessee LLC. Manager of the LLC is Jumpstart Holdings, LLC. LLC Members are issued Units at a price of $1,000 per unit. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Manager Units from description The Manager Units have been issued in exchange for services performed to or on behalf of the Company and shall have a beginning Capital Account balance of zero. It is intended that the Manager Units constitute “profits interests” within the meaning of Revenue Procedure 93-27 and this Agreement shall be interpreted in a manner consistent with such intention. Accordingly, the Manager Units shall only be entitled to share in the profits of the Company and appreciation in value of the Company’s assets and shall have no interest in the Contributed Capital of the Investor Members. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description See 'Manager Units' above - there is no separate management fee. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period / Term from description Term is perpetual (until dissolved pursuant to the operating agreement). No specified investment period. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description Each Investor Member has made the Capital Contribution giving rise to such Member's initial Capital Account. + +The Manager shall have the ability to require the Investor Members to make Capital Contributions to the Company for purposes of funding Administrative Expenses during the term of the Company, as from time to time determined by the Manager in its reasonable discretion, upon ten (10) Business Days prior written notice. If the Company requires additional funds to pay for Administrative Expenses, then the Manager may, at its discretion, issue one or more capital calls for such expenses; provided that the aggregate additional capital contributions for all of the Investor Members shall not exceed $3,000 in any fiscal year, unless approved by the Members holding a majority of the financial rights of all Membership Interests. If the Manager issues such a capital call, each Investor Member will contribute to the Company its pro rata share of the aggregate capital call amount. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Carry from description See 'Distributions - Discretionary"" is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Mandatory from description None - no tax distributions. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Discretionary from description All Distributions determined to be made by the Manager pursuant to Section 8.01 shall be made to the Members, parri passu, as follows: +(a) 10% to the Managers pro rata in proportion to their aggregate holdings of Manager Units; and +(b) 90% to the Investor Members pro rata in proportion to their aggregate holdings of Investor Units. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description New Members may be admitted from time to time (i) in connection with an issuance of Units by the Company, subject to compliance with the provisions of Section 9.01(b), as applicable, and (ii) in connection with a Transfer of Units, subject to compliance with the provisions of Article IX, and in either case, following compliance with the provisions of Section 4.01(b). Notwithstanding the foregoing, no new Members will be admitted to the Company, and no current Member will be permitted to increase its Capital Contribution to the Company, at any time after [July 31, 2022] without the approval of Members holding a majority of the Manager Units and Members holding a majority of the Investor Units. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description The Manager may authorize Distributions to the Members in the form of securities or other property held by the Company. In any non-cash Distribution, the securities or property so Distributed will be Distributed among the Members in the same kind, the same proportion and the same priority as cash equal to the Fair Market Value of such securities or property would be Distributed among the Members pursuant to Section 8.02. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description ""Administrative Expenses"" means the reasonable fees and expenses related to the routine operation of the Company paid to Persons who are not employed by or affiliated with the Manager, including fees and expenses for accounting, financial reporting, tax reporting and legal entity status. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description 120 days for annual reports, 30 days for quarterly reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Returns from description Tax Returns. At the expense of the Company, the Manager (or any Officer that they may designate pursuant to Section 5.06) shall endeavor to cause the preparation and timely filing (including extensions) of all tax returns required to be filed by the Company pursuant to the Code as well as all other required tax returns in each jurisdiction in which the Company and the Company Subsidiaries own property or do business. As soon as reasonably possible after the end of each Fiscal Year, the Manager or designated Officer will cause to be delivered to each Person who was a Member at any time during such Fiscal Year, IRS Schedule K-1 to Form 1065 and such other information with respect to the Company as may be necessary for the preparation of such Person's federal, state and local income tax returns for such Fiscal Year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Sections from description Section 6.03, Article 7, 11.02(c) is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description ""Fair Market Value"" of any asset as of any date means the purchase price that a willing buyer having all relevant knowledge would pay a willing seller for such asset in an arm's length transaction, as determined in good faith by the Manager based on such factors as the Manager, in the exercise of its reasonable business judgment, consider relevant. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Sections from description 6.03 - Maintenance of Capital Accounts is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Sections from description Article 7 - Allocations [7.01 - 7.04] is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Sections from description 7.05 Curative Allocations is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Sections from description 7.06 Special Allocation Adjustments is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Tax Sections from description 11.02(c) is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term GP Commitment from description The General Partner and/or their executives and affiliates are expected to commit at least $150,000... in the form of cash, management fee waivers or any combination of the above. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description Paid out quarterly in advance, equal to 2.0% of the aggregate Capital Commitments of the Limited Partners subject to the Management Fee. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description Advisory and management fees paid by a Portfolio Company in connection with the purchase, sale, monitoring and management of the Fund’s investments in Portfolio Companies, future Management Fees payable by the Fund will be reduced by an aggregate amount equal to 100% of such amounts received. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period / Term from description (a) the fifth anniversary of the date of the Initial Closing. The term of the Fund will be 10 years from the date of the Initial Closing. The General Partner may, in its sole discretion, extend the Fund’s term for up to two additional consecutive one-year periods. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description The General Partner may reinvest proceeds realized on the sale or disposition of the Fund’s investments in Portfolio Companies; provided that, the Fund’s cumulative investments (other than Short-Term Investments) will not exceed 125% of the Fund’s aggregate Capital Commitments. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contribuitions from description Capital contributions not immediately invested in Portfolio Companies or used to pay Fund Expenses (as defined below) will be held in cash or Short-Term Investments (as defined below): + +The Fund will be permitted to invest idle cash, pending investment, usage for expenses or fees, or distribution by the Fund, in high-quality liquid securities on a short-term basis, including money market instruments or as otherwise specified in the Fund Agreement is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Closings from description ...In addition, each such Limited Partner will be required to pay to the Fund a late admission charge equal to market rate interest on the amount contributed (calculated from the date(s) that the component portions of such amount would have been contributed if the Limited Partner’s entire Capital Commitment had been made at the Initial Closing); provided that, the General Partner may waive the late admission charge payable by any Limited Partner in the General Partner’s sole discretion. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Carry from description Each distribution of current income and disposition proceeds from a Portfolio Company shall first be initially apportioned among the Partners (including the General Partner) in proportion to their respective percentage interests (based on Capital Commitments) + +Each distribution of short-term investment income shall be divided among all Partners pro rata in proportion to their respective Capital Commitments is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description distributions may be made in cash or in-kind in marketable securities, as determined in the General Partner’s discretion + +At dissolution, the Fund may distribute to investors non-marketable securities in-kind. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description In connection with the dissolution and liquidation of the Fund, the General Partner will be required to return Carried Interest distributions (other than actual or deemed tax distributions) to the extent that such distributions exceed 20% of the net profits of the Fund over its entire term; provided, however, that the amount of repayment described in this paragraph will not exceed the aggregate distributions received by the General Partner in respect of its Carried Interest in the Fund, less the tax liabilities of the General Partner in respect of its Carried Interest as calculated using the highest marginal Federal and State income tax rate payable by individuals resident in the State of California, as reasonably determined by the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description The General Partner may draw down capital for the payment of Fund Expenses, or they may be paid out of current income, proceeds from the disposition of investments in Portfolio Companies, and any other sources of cash available to the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Expenses from description The General Partner and the Management Company will pay their own routine overhead expenses is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Other Competitive Activity; Successor Fund from description The Fund will be considered “Fully Invested” upon the earlier to occur of: (a) the termination or expiration of the Investment Period; or (b) the date upon which 70% of Capital Commitments having been invested in Portfolio Companies, committed to be so invested, used to pay Fund Expenses, or set aside as reasonable reserves for future Fund Expenses and/or follow-on investments. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description the General Partner may cause the Fund to borrow money or otherwise incur indebtedness or guarantee indebtedness of Portfolio Companies. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Reports from description Limited Partners will receive: + +(a) quarterly reports briefly summarizing the business activities and financial status of the Fund, including financial information on Portfolio Company investments of the Fund; is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description (b) quarterly capital account statements; is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description (c) annual audited financial statements; is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description (d) information reasonably necessary for the preparation of income tax returns annually, including Schedule K-1; is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description and (e) other such periodic reporting as provided for in the Fund Agreement. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description The General Partner will value the Fund’s assets in connection with the preparation of the Fund’s financial statements on an annual basis, as of the date of dissolution of the Fund, and, otherwise, on an as-needed basis as set forth in the Fund Agreement, in good faith and in accordance with generally accepted standards in the alternative investment industry (discounted as appropriate for lack of liquidity). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description The General Partner will also value any security being (a) distributed in-kind as of its date of distribution, or (b) returned to the Fund as of the date of receipt by the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description the fair market value of such security as of the time of such distribution shall be deemed to equal the average of its sales price on the principal securities exchange or market upon which such security is traded over the 10-day period that commences three days prior to the date of distribution. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Limited Partner Giveback from description In addition, to the fullest extent permitted by law, no Limited Partner will be required to return any amount distributed to it following the third anniversary of such distribution, unless notice of a pending or otherwise anticipated claim is provided to the Limited Partner prior to such anniversary date. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description (b) quarterly valuations of the portfolio; +(c) quarterly summaries of new investments and dispositions made during the period; and +(d) Schedule K-1’s and any other tax information reasonably requested by a Limited Partner, within ninety (90) days of the closing of the Fund’s fiscal year. +The General Partner shall have the discretion to deliver such reports in written form or by providing access to suitable electronic versions, including by posting such reports to a secure password-protected web site. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description The General Partner will have the power to determine the fair market value of the Fund’s assets and liabilities. The valuation methods are detailed in the Partnership Agreement, including the objection rights of the Advisory Committee and dispute resolution procedures in the event a majority of the members of the Advisory Committee and the General Partner are unable to agree on valuations. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Series LLC. Manager is Untapped Management LLC. Organizer is George Bandarian II. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description None is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description 10 years unless extended. + +the Manager, in its sole discretion, may extend the period of time between the date of Closing and the Outside Date by unlimited successive one-year periods. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description All capital contributed upon admission. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description (a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, a 10% preferred return calculated on the amount of the Capital Contribution less prior distributions (excluding to the extent such distribution went to the preferred return), in the form of simple annualized interest, pro-rated in the event of a partial year. +(b) Second, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution and then +(c) Third, the Carry Percentage of the remainder to the Manager (as defined in this Agreement) or designee of the Manager, if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. + +Carry Percentage is 20%. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description Except as provided in Article 8 and Section 5.9, following the Initial Closing, additional Interests may be issued for up to 6 months after the Initial Closing, after which no new Interests will be issued. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Permitted. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Standard fund expenses, up to 25% of capital commitments can be reserved for expenses. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description No cap, permitted and paid by the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description No. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts (3.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocations of Net Income and Loss (Article 6) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Amounts WIthheld (7.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description The Fund will prepare and duly and timely file, at the Fund's expense, all tax returns required to be filed by the Fund. The Manager will send or cause to be sent to each Member within 90 days after the end of each Fiscal Year, or a later date as determined in the discretion of the Manager, information relating to the Fund as is necessary for the Member to complete its federal, state and local income tax returns that include that Fiscal Year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description No clause on quarterly or annual reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description “Fair Market Value” of property means the amount that would be paid for that property in cash at the closing by a hypothetical willing buyer to a hypothetical willing seller, each having knowledge of all relevant facts and neither being under a compulsion to buy or sell, as determined by the Manager in good faith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: No + + +Is the management fee offset by any such placement fees: N/A, no management fee. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Follow-On Investment RIghts from description At times the Fund's investment in a Portfolio Company by its terms gives rise to preferential rights, requests to purchase additional shares in that Portfolio Company's future offerings, or a general right of first refusal (collectively, “Follow- on Investment Rights”). The Fund hereby assigns and delegates all Follow-on Investment Rights to the Manager. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or “follow-on” investments in that Portfolio Company, the Fund may make those follow on investments; provided, however, the Manager may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making that follow on investment and may extend any investment opportunity to the Members at its own discretion. All decisions related to the exercise of these rights will belong to the Manager and will be made at the Manager 's sole discretion. The Fund's Members acknowledge and agree that the rights described in this Section 4.12 are not actual rights or entitlements exercisable by the Fund or by any Member of the Fund. Each Member waives any right or remedy it may have in relation to the Manager 's exercise of these rights on behalf of the Fund. No action or inaction by the Manager with respect to any Follow-on Investment Rights can be deemed to adversely impact any rights or entitlements vested in the Member by virtue of their beneficial ownership in the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Fund is a Delaware LP, GP is a Delaware LLC. There will be a separate Management Company. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description 2% of commitments per year during the investment period. + +Effective on the first Management Fee Due Date after the date the Investment Period expires, the Management Fee shall be reduced going forward to 2% per annum of the Non-Affiliated Partners’ Percentage of an amount equal to (x) the aggregate amount of Investment Contributions made or payable to the Partnership pursuant to an outstanding Capital Call Notice with respect to Investments that have not been disposed of minus (y) the aggregate amount of any permanent write-downs required pursuant to Section 10.3 of Investments that have not been disposed of, in each case as determined on the first day of the period with respect to which a determination is being made; provided that Investments in a Portfolio Company shall be treated for this purpose as having been disposed of or permanently written-down only to the extent that, as of the date of any such disposition or write-down, the aggregate value (as determined pursuant to Article X) of all remaining Investments in such Portfolio Company is less than the aggregate Investment Contributions with respect to all existing and former Investments in such Portfolio Company. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Management Fee Offset from description The Management Fee payable in any quarterly period shall be reduced, by an amount equal to the Non-Affiliated Partners’ Percentage of [80]% of any Transaction Fees received by an Applico Person during the immediately preceding quarterly period. In addition, the Management Fee payable in any quarterly period shall be reduced by an amount equal to the aggregate amount of all Excess Organizational Expenses paid or reimbursed by the Partnership during the immediately preceding quarterly period. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description “Investment Period” means the period commencing on the Initial Closing Date and expiring on the earlier of (i) the date when all of the Capital Commitments of the Limited Partners (other than Affiliated Partners) have been invested (other than in Temporary Investments) in Portfolio Companies or used to pay Partnership Expenses (after taking into account the maximum amount of distributions that are recallable pursuant to Section 3.1(c)); (ii) the third anniversary of the Final Closing Date; and (iii) the occurrence of a Suspension Event. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description Subject to Section 9.2, the term of the Partnership shall expire, and the Partnership shall be dissolved, on the fifth anniversary of the termination of the Investment Period, or such earlier time as determined by the General Partner; provided that, unless the Partnership is earlier dissolved, the term of the Partnership may be extended by the General Partner in its sole discretion for up to two one-year periods. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description Except as contemplated by Section 3.1(c), net cash proceeds from the sale of Portfolio Company securities shall not be reinvested by the Partnership in Portfolio Company securities is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description 10 days notice for capital contributions when called by GP. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Discretionary from description All capital back, then 80/20 split. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description The Partnership may incur indebtedness for borrowed money, including on a joint and several basis with the Parallel Fund or any Alternative Investment Vehicles. And it may secure this debt with fund assets. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Closings from description The General Partner may increase its own Capital Commitment and/or accept additional Limited Partners and increases in Capital Commitments from Limited Partners through and including the Final Closing Date; provided that the aggregate Capital Commitments of the Limited Partners shall not exceed $75 million. Any such additional Limited Partner and any Partner with respect to any increase in its Capital Commitment shall be (a) treated as having been a party to this Agreement, and any such increased Capital Commitment shall be treated as having been made, as of the Initial Closing Date for all purposes, (b) required to bear its portion of the Management Fee from the Initial Closing Date, all Organizational Expenses whenever incurred and other Partnership Expenses from the date of the Partnership’s formation, (c) required to contribute, as set forth in Article III, (i) its portion of the Management Fees from the Initial Closing Date and its portion of Excess Organizational Expenses when incurred, and (ii) the same portion of its Capital Commitment as the portion of Capital Commitments contributed by all previously admitted Limited Partners (other than contributions to pay Management Fees and Excess Organizational Expenses) from the Initial Closing Date, and (d) required to pay to the Partnership an additional amount calculated at 8% per annum on each portion of its Capital Contribution (excluding any Capital Contributions to fund Management Fees) pursuant to clause (c) of this Section 7.6 from the date such portion of such Capital Contribution would have been made if such Partner had been admitted as a Partner for its full Capital Commitment on the Initial Closing Date; is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Permitted. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description Immediately prior to the termination of the Partnership, the General Partner shall, by direct contribution, pay to the Partnership, with respect to each Limited Partner, an amount equal to the General Partner Giveback with respect to such Limited Partner at such time, which shall be distributed to such Limited Partner. The “General Partner Giveback” shall mean, with respect to each Limited Partner, the amount necessary to cause (x) the Carried Interest distributions made in respect of such Limited Partner not to exceed (y) the Carried Interest distributions that would have been due in respect of such Limited Partner determined on a cumulative basis and as if such distributions were made simultaneously; provided, however, that the General Partner Giveback shall not exceed an amount equal to the excess of Carried Interest distributions with respect to such Limited Partner over the aggregate Tax Amounts attributable to the Carried Interest distributions with respect to such Limited Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description If the Partnership or any subsidiary thereof incurs any Liability, subject to Section 3.1(e), the Partnership may recall distributions made pursuant to this Agreement pro rata according to the amount that such Liability would have reduced the distributions received by the Partners pursuant to this Agreement had such Liability been incurred by the Partnership prior to the time such distributions were made (in each case, which recalled amounts shall be funded by the Partners within 10 days after the date of any notice in the form of a Capital Call Notice or other written request by the General Partner), but in no event shall any Partner be required to contribute amounts pursuant to this Section 4.6 that in the aggregate exceed 25% of the aggregate amount of distributions (or, in the case of distributions with respect to the Carried Interest, 100% of the aggregate amount of such distributions excluding distributions in respect of Tax Amounts attributable to the Carried Interest) received by such Partner from the Partnership pursuant to this Agreement; provided that in no event shall any Partner be required to contribute amounts pursuant to this Section 4.6 that exceed the aggregate amount of distributions received by such Partner from the Partnership pursuant to this Agreement on or after the date 36 months prior to the date on which the General Partner notified the Partners in writing of such Liability or Liabilities or potential Liability or Liabilities, net of any such period’s distributions returned by such Partner to the Partnership pursuant to this Section 4.6. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Standard list of fund expenses. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description Yes is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts; Allocations (3.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions (4.4) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Tax Allocations (11.4) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Section 83 Safe Harbor Election (11.6) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description The General Partner shall furnish to each Limited Partner: +(a) within [60 days] after the end of each of the first three fiscal quarters of each fiscal year and commencing with the first fiscal quarter in which the Partnership delivers a Capital Call Notice, an unaudited quarterly financial statement for the Partnership for such quarter showing such Partner’s closing capital account balance as of the end of such quarter; +(b) within [120 days] after the end of each fiscal year commencing with the first year in which the Partnership makes an Investment, (i) financial statements for the Partnership for such year (audited by a firm of independent certified public accountants of recognized national standing selected by the General Partner and prepared in accordance with GAAP, but without consolidating Portfolio Company financial information with the Partnership), and (ii) valuations of the Partnership’s Investments as of the end of such year (including a statement of such Partner’s closing capital account balance as of the end of such year); and +(c) within [120 days] after the end of each fiscal year, such Partner’s Schedule K 1 for such fiscal year. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description For purposes of this Agreement, the value of any investment as of any date (or in the event such date is a holiday or other day that is not a Business Day, as of the immediately preceding Business Day) shall be determined as follows: +(a) an investment that is (i) listed or quoted on a recognized securities exchange or quoted on any national automated inter dealer quotation system or (ii) traded over-the-counter, shall be valued at the average of its last “trade” price on each trading day during the 10-day trading period ending immediately prior to the time of determination, or if no sales occurred on any such day, the mean between the closing “bid” and “asked” prices on such day; and +(b) all other investments shall be valued as of such date by the General Partner at fair market value in such manner as it may reasonably determine. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description The following has been carved out: (i) any expenses solely relating to the registration of the Management Company as an investment adviser under the Investment Advisers Act, (ii) any expenses solely relating to any Form ADV reporting (including updates to Form ADV) or the implementation, preparation or revision of compliance policies adopted by the Management Company, (iii) any expenses solely relating to a Securities and Exchange Commission examination of the Management Company as a registered investment adviser under the Investment Advisers Act and (iv) any expenses solely relating to any corrective actions taken by the Management Company in response to any deficiency letter issued by the Securities and Exchange Commission following any such examination, and (C) any expenses included as part of the definition of “Investment Contributions”. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Waterfall from description (a) First, 100% to such Partner until such Partner has received cumulative distributions pursuant to this Section 4.3(a) equal to such Partner’s aggregate Investment Contributions made with respect to Realized Investments. +(b) Second, 100% to such Partner until such Partner has received cumulative distributions pursuant to this Section 4.3(b) equal to such Partner’s Allocable Share of such Partner’saggregate Cost Contributions with respect to Realized Investments. +(c) Third, 100% to such Partner until the Unpaid Preferred Return with respect to Realized Investments of such Partner is reduced to zero. +(d) Fourth, 100% to the General Partner until the General Partner has received cumulative distributions with respect to such Partner pursuant to this Section 4.3(d) equal to 20% of the cumulative amount of distributions made to such Partner pursuant to Section 4.3(c) and made or being made to the General Partner with respect to such Partner pursuant to this Section 4.3(d). + +“Preferred Return” means, with respect to each Partner (other than an Affiliated Partner), as of any date of determination, the excess, if any, of (i) the aggregate amount of Partnership distributions (regardless of the source or character thereof) required to cause the annually compounded internal rate of return from the Initial Closing Date through the date of determination on the aggregate Capital Contributions made by such Partner on or prior to such date to fund Realized Investments and such Partner’s Allocable Share of Cost Contributions to equal 8% per annum, over (ii) the aggregate amount of Capital Contributions made by such Partner on or prior to such date to fund Realized Investments and such Partner’s Allocable Share of Cost Contributions. For purposes of calculations of Preferred Return pursuant to this paragraph, (x) each Capital Contribution shall be treated as having been made on the date on which such Capital Contribution was required to be paid to the Partnership or, at the discretion of the General Partner if later, the date on which such Capital Contribution was actually made to the Partnership, and (y) each distribution shall be taken into account as of the date made by the Partnership. + +The Preferred Return for each Partner shall be determined whenever allocations to the Partners’ Capital Accounts are made pursuant to Section 3.2 or distributions are made pursuant to Section 4.3 or more frequently as deemed appropriate by the General Partner in its sole discretion. (TAX) is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions in Kind from description (e) Notwithstanding any provision in this Agreement to the contrary, promptly after the fourth trading day after the date of a distribution to the Partners of the publicly traded securities of a Portfolio Company in accordance with Section 3.3(a), the value of such securities shall be recalculated to be the average of their last “trade” price on each trading day during the ten (10)-day period consisting of the five (5) trading days immediately prior to the date of the distribution and the five (5) trading days including and immediately following the date of distribution, or if no sales occurred on any such trading day, the mean between the closing “bid” and “asked” prices on such day (the “Final Value”), and such securities shall be treated for all purposes of this Agreement as if they were distributed to such Partners on the date of their actual distribution by the Partnership with a value equal to the Final Value. If the General Partner has received on account of its Carried Interest with respect to any Partner an amount of such securities that is greater than or less than the amount it would have received on account of its Carried Interest with respect to such Partner had the Final Value been the value of such securities at the time of distribution, the General Partner shall adjust subsequent distributions to the Partners in such manner as it determines to be appropriate in order to account for such under-distribution or over-distribution; provided that if the General Partner so determines in its sole discretion no later than the date on which any such determination of Final Value is made, the General Partner may return to the Partnership promptly following such determination of Final Value all or any portion of any such excess securities received by the General Partner on account of its Carried Interest with respect to any Partner (or any net cash proceeds from any liquidation of such securities by or on behalf of the General Partner), in which case (i) the Partnership shall distribute such returned excess securities or net cash proceeds to such Partner as a distribution in kind or of cash proceeds in accordance with this Section 3.3, and (ii) such distributed excess securities or net cash proceeds shall be treated for all purposes of this Agreement as if they were distributed to such Partner on the date the applicable securities were originally distributed by the Partnership with a value equal to the Final Value is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions (4.4) from description Notwithstanding the foregoing priority of distributions, the Partnership may make tax distributions to the General Partner for each fiscal year in an aggregate amount based on the excess of such Partner’s anticipated Tax Amount for such fiscal year with respect to income and gain allocable to the General Partner on account of its Carried Interest, over the distributions previously made to such Partner pursuant to Section 4.3(e)(i) for such fiscal year. Any such distributions made pursuant to this Section 4.4 shall be treated as an advance against distributions of Carried Interest. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description (a) The Partnership may incur indebtedness for borrowed money, including on a joint and several basis with the Parallel Fund or any Alternative Investment Vehicles. to the extent the Partnership has a right of contribution, subrogation or reimbursement with respect to any portion of such indebtedness that is attributable to borrowings by the Parallel Fund and/or such Alternative Investment Vehicles, as applicable; provided that (i) the aggregate amount of indebtedness incurred by the Partnership shall not exceed 30% of aggregate Capital Commitments (calculated at the time the indebtedness is incurred) and (ii) the Partnership shall not incur indebtedness to the General Partner or any of its Affiliates, including the Principal, upon any less favorable terms than the Partnership would receive from a third-party, as reasonably determined by the General Partner; provided further that any such indebtedness pursuant to this clause (ii) shall be disclosed in writing to the Advisory Committee. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term UBTI/ECI from description Following was deleted: UBTI; ECI. The Partnership may engage in transactions (including transactions described in Section 6.2) that will cause Tax Exempt Partners and Non-U.S. Partners to recognize UBTI or ECI, respectively, as a result of their investment in the Partnership. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Warehousing from description The Partners agree that the General Partner has the ability to cause the Partnership to make certain investments relating to transactions with respect to which the Management Company or Affiliates thereof, in anticipation of the formation of the Partnership or future Investment, have or will have entered into an agreement or agreement in principle prior to the Partnership’s investment in the Investment. In the event the General Partner expects the Partnership to acquire any warehoused investments, it will provide prospective and existing investors with additional disclosure and details pertaining to such investments. As a general matter, any such warehoused investment will typically be acquired at cost with no interest thereon. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Certain Tax Matters from description Tax see 6.14 redline is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Clawback from description An interim clawback has been added: + +(e) Interim General Partner Give Back. If on (i) the GP Removal Date or (ii) the sixth anniversary or eighth anniversary of the Final Closing Date; provided that the Partnership is not in the process of dissolution or the General Partner believes that the Partnership will not be in the process of dissolution within the next 180 days (each such date for purposes of this Section 9.3(e), an “Interim Give Back Determination Date”), the General Partner has received any Carried Interest distributions, it shall calculate whether it would be obligated to contribute capital to the Partnership pursuant to Section 9.3(c) with respect to any Limited Partner if the Partnership had made a hypothetical final distribution of its assets on such Interim Give Back Determination Date in accordance with Section 9.3(b) (as adjusted in the following sentence) (with respect to each Limited Partner, an “Interim Give Back Obligation”), and the amount, if any, of such Interim Give Back Obligation as determined pursuant to this Section 9.3(e) and Section 9.3(c), including the proviso thereof (as adjusted in the following sentence) (with respect to each Limited Partner, an “Interim Give Back Amount”). For purposes of such calculation, any Cost Contributions made by any Limited Partner after the date of the most recent disposition of an Investment shall be excluded from such calculation. The value of the Partnership’s assets deemed to be distributed in such hypothetical final distribution shall be determined in accordance with GAAP, including the Financial Accounting Standards Board’s codification topic. If the General Partner determines that it would have an Interim Give Back Obligation with respect to any Limited Partner at such time, it shall make a Capital Contribution to the Partnership, within twenty (20) Business Days after such Interim Give Back Determination Date, in the amount equal to such Limited Partner’s Interim Give Back Amount; provided that the General Partner shall not be obligated, with respect to any Interim Give Back Determination Date, to make Capital Contributions with respect to any Partner pursuant to this Section 9.3(e) in excess of 100% of the amount of Carried Interest distributions made to the General Partner with respect to such Partner on or prior to such Interim Give Back Determination Date and not otherwise returned to the Partnership or such Partner by the General Partner (or its beneficial owners), minus aggregate Tax Amounts attributable to the Carried Interest with respect to such Partner. Any contributions made to the Partnership with respect to any Limited Partner pursuant to this Section 9.3(e) shall be distributed to such Limited Partner, and such distributions shall be treated as distributions to such Limited Partner and shall be taken into account in determining the amount of future distributions to such Limited Partner pursuant to Section 4.3, including through the application of Section 9.3(b), as determined by the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Removal from description Vote changed from 2/3 to 50% for Cause, and 80% to 50% for no Cause removal. + +Following sentence added to end of the paragraph: provided that, for the avoidance of doubt, Frozen Carried Interest may be distributed only out of Carried Interest distributions that are otherwise due to the replacement General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description Annual reports changed from 120 days to ""as soon as reasonably practicable"" + +K-1's changed from 120 to 180 days. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term Fund Control Structure from description Fund is a Delaware LLC. GP is a Delaware LLC. Management Company may be appointed, not identified in the LPA but presumption is it would be a Delaware LLC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description The aggregate amount committed to be contributed by the General Partner and Persons associated with the General Partner to the Partnership and the other Atman Capital Funds with respect to capital calls shall equal at least 1% of the aggregate subscriptions to the Atman Capital Funds is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description The Management Fee shall be an aggregate amount calculated with respect to each Limited Partner equal to the product of the Subscription of such Limited Partner multiplied by (A) for the period commencing on the Initial Closing Date and for each fiscal quarter thereafter through the last day of the fiscal quarter in which occurs the first anniversary of the Final Closing Date, 0.6875% (i.e., 2.75% per annum); (B) for the period commencing on the first anniversary of the Final Closing Date and for each fiscal quarter thereafter through the last day of the fiscal quarter in which occurs the second anniversary of the Finals Closing Date, 0.625% (i.e., 2.50% per annum); (C) for the period commencing on the second anniversary of the Final Closing Date and for each fiscal quarter thereafter through the last day of the fiscal quarter in which occurs the third anniversary of the Finals Closing Date, 0.5625% (i.e., 2.25% per annum); (D) for the period commencing on the third anniversary of the Final Closing Date and for each fiscal quarter thereafter through the last day of the fiscal quarter in which occurs the fifth anniversary of the Finals Closing Date, 0.5% (i.e., 2.0% per annum); (E) for the period commencing on the fifth anniversary of the Final Closing Date and for each fiscal quarter thereafter through the last day of the fiscal quarter in which occurs the eighth anniversary of the Finals Closing Date, 0.375% (i.e., 1.5% per annum); (F) for the period commencing on the eighth anniversary of the Final Closing Date and for each fiscal quarter thereafter through the last day of the fiscal quarter in which occurs the tenth anniversary of the Finals Closing Date, 0.25% (i.e., 1.0% per annum); (G) for the period commencing on the tenth anniversary of the Final Closing Date and for each fiscal quarter thereafter through the last day of the fiscal quarter in which occurs the eleventh anniversary of the Finals Closing Date, 0.1875% (i.e., 0.75% per annum); and (H) for the period commencing on the eleventh anniversary of the Final Closing Date and for each fiscal quarter thereafter, thereafter, 0.125% (i.e., 0.5% per annum). The Management Fee payable for any period of less than a full fiscal quarter shall be proportionately adjusted based upon the ratio the number of days in such period bears to ninety (90). + +Payments of the Management Fee shall be calculated and made quarterly in advance on the first day of each fiscal quarter of the Partnership. The first payment shall be due upon the Initial Drawdown Date. If the Initial Closing Date or the date of the Partnership’s first Portfolio Investment, as applicable, is not the first day of a fiscal quarter, the Partnership’s first payment shall include the pro rata amount due from the Initial Closing Date or the date of the Partnership’s first Portfolio Investment, as applicable, to the beginning of the first succeeding fiscal quarter of the Partnership following the Initial Drawdown Date. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description (a) Director’s fees, consulting fees, commitment fees, monitoring fees, break-up fees and success fees or other remuneration (including any options, warrants or other equity securities but excluding reimbursement of expenses) paid during such year to the General Partner, the Management Company or any Principal by Portfolio Companies (other than Portfolio Companies with securities that are traded on a Public Securities Market) for services rendered by such Persons (“Portfolio Company Remuneration”) shall be used to reduce the Management Fee (but not below zero) by 100% of such amount, subject to 5.3.1(b) and (c). +(b) The amount of any Portfolio Company Remuneration to be so applied shall be applied first against the quarterly payment next following the date of the determination of such net remuneration and then against each successive quarterly payment until such net remuneration has been fully utilized. +(c) For purposes of 5.3.1(b), a fee reduction shall be deemed to have occurred when Portfolio Company Remuneration is actually received by the remunerated Person and the amount of the net remuneration (and related reduction) has been determined in good faith by the General Partner. In the case of any fees paid in: (1) cash, such fees shall be deemed to be in an amount equal to the gross amount of those fees reduced by all applicable taxes, and (2) consideration other than cash, such fees shall be deemed to have been received by the remunerated Person when such consideration has been disposed of for cash and shall be deemed to be in an amount equal to the proceeds of such disposition net of acquisition and other transaction expenses (including any taxes thereon or attributable thereto). +(d) If any Portfolio Company Remuneration is paid by a Portfolio Company in which Parallel Funds, Successor Funds and/or investment vehicles organized by the General Partner for the purpose of facilitating co- investments with the Partnership pursuant to 3.4.4 hold an investment, the General Partner shall determine that portion of such amounts to be applied pursuant to 5.3.1(a) and (b) based on the relative amounts invested in such Portfolio Company by the Parallel Funds, Successor Funds and/or investment vehicles organized by the General Partner for the purpose of facilitating co-investments with the Partnership pursuant to 3.4.4. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Management Fee Offset from description The Management Fee otherwise payable for each of the first four years after the Initial Drawdown Date shall be reduced (but not below zero), following the application of 5.3.1, by an amount equal to one-fourth of any Organizational Expenses paid by the Partnership in excess of $300,000; provided that if the full amount of excess Organizational Expenses is not offset in such four-year period due to the application of 5.3.1 then the Management Fee otherwise payable thereafter shall be reduced (but not below zero), following the application of 5.3.1 by the remaining amount of such excess Organizational Expenses. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Management Fee Offset from description The Management Fee otherwise payable for each of the first four years after the Initial Drawdown Date shall be reduced (but not below zero), following the application of 5.3.1 and 5.3.2. by an amount equal to one-fourth of any Placement Fees paid by the Partnership; provided that if the full amount of Placement Fees is not offset in such four-year period due to the application of 5.3.1 and/or 5.3.2, then the Management Fee otherwise payable thereafter shall be reduced (but not below zero), following the application of 5.3.1 and 5.3.2, by the remaining amount of such Placement Fees. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Investment Period / Term from description The period commencing upon the Initial Closing Date and ending on the earlier to occur of (a) the third anniversary of the Final Closing Date (unless extended for one additional one-year period, to the fourth anniversary of the Final Closing Date, by the General Partner in its sole discretion) and (b) the date set forth in 6.1.4.2 shall be referred to herein as the “Investment Period.” (Note: the date set forth in 6.1.4.2 would be the date that is 6 months following a Key Person Event if the General Partner is unable to remedy the Key Person Event). + +The Partnership shall continue until the eighth (8th) anniversary of the Final Closing Date, unless its term is extended as provided in this 9.1, or unless it is sooner dissolved as provided in 9.2 or 9.3 or by operation of law. The term of the Partnership may be extended for one additional two-year period by the General Partner in its sole discretion, and for one additional two-year period by the General Partner with the consent of the Advisory Committee. The General Partner shall notify the Limited Partners promptly of any extension. + +60% in interest of LPs may elect to terminate the Fund following delivery by the GP of notice of a Cause Event. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description The Partnership’s aggregate Total Investment with respect to all Portfolio Investments over the life of the Partnership shall not exceed 120% of the aggregate Subscriptions of all Partners. The “Total Investment” in a Portfolio Investment shall mean the sum of the aggregate purchase price paid by the Partnership for an equity investment in the Portfolio Investment, the principal amount of any loan to or debt investment in the Portfolio Investment by the Partnership, and the amount of any outstanding obligations of a Portfolio Company that have been paid pursuant to guarantees by the Partnership. For purposes of the above definition, (a) amounts invested in a Portfolio Investment that are realized, repaid, refinanced or otherwise recouped within eighteen (18) months of the Partnership making such Portfolio Investment or amounts received by the Partnership upon a sale or other disposition of a portion of a Portfolio Investment to another Atman Capital Fund pursuant to 3.6.3 shall be disregarded, (b) amounts invested in a Portfolio Investment that are realized, repaid, refinanced or otherwise recouped and subsequently reinvested in such Portfolio Company (or a successor thereto) within eighteen (18) months thereafter shall not be treated as an additional investment in such Portfolio Company, and (c) a loan to or debt investment in a Portfolio Company (i) that is later repaid in full shall be disregarded or (ii) that is, in effect, converted to equity shall not be treated as two separate investments. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description The General Partner is authorized to draw down additional capital contributions from time to time for any purposes contemplated under this Agreement (subject to 6.1.4 with respect to certain Portfolio Investments) upon not less than ten (10) business days’ prior written notice. + +Each Partner shall pay the capital contributions determined in accordance with the provisions of this 6.1.1 and specified in the relevant drawdown notice, as the same may be revised pursuant to 6.1.1(c). The required capital contribution of each Partner shall be made no later than the drawdown date specified in such drawdown notice. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Return of Contributions Upon Admission of Additional Partner from description Amounts contributed by an Additional Limited Partner pursuant to 3.3.1 shall be treated in the following manner: +(a) The sum of the amounts contributed by such Additional Limited Partner pursuant to (x) 3.3.1(a) (other than amounts so contributed that are attributable to the Management Fee) and (y) 3.3.1(b) (other than amounts so contributed that are attributable to interest with respect to the Management Fee), shall be distributed to the previously admitted Partners in proportion to their Contributions (other than Contributions used to pay Management Fees). In connection with any return of capital contributions pursuant to the preceding sentence, the General Partner may call an amount of capital from the previously admitted Partners pursuant to 6.1.1, in an aggregate amount up to the amount so distributed to such Partners pursuant to 6.2.2(a)(x). The General Partner may, in its discretion, offset the amounts to be distributed and contributed such that the actual amount of cash distributed by the Partnership or required to be contributed, as the case may be, shall be a net amount determined by the General Partner; provided that for the purposes of this Agreement it shall be treated as if the gross amount was distributed and the gross amount was contributed pursuant to the appropriate clause(s) of 6.1.1(b). +(b) The sum of the amounts contributed by such Additional Limited Partner pursuant to (x) 3.3.1(a) (that are attributable to the Management Fee) and (y)3.3.1(b) (that are attributable to interest with respect to the Management Fee) shall be paid as a Management Fee to the Management Company. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Distributions - Carry from description (a) Notwithstanding anything to the contrary in this Article 7, the General Partner may elect not to receive part or all of any distribution to which it would otherwise be entitled under this Agreement with respect to a Limited Partner and instead cause such amount to be distributed to such Limited Partner which amount shall be treated as distributed pursuant to the applicable provisions of 7.2.1 (all such amounts forgone or waived pursuant to this 7.1.4, the “Waived Carried Interest Distributions”); provided, however, that subject to 7.1.4(b), the General Partner, in its discretion, may subsequently distribute to itself, out of funds available therefor, additional amounts up to the amount that would result in the General Partner receiving aggregate cumulative distributions equal to what it would have received had the General Partner not elected to forgo all or a portion of any distribution in accordance with this 7.1.4(a). +(b) In the event that the General Partner has made an election to waive Designated Net Income as provided in the definition thereof attributable to Waived Carried Interest Distributions or attributable to its right to receive Carried Interest Distributions under 7.2.1 with respect to a Limited Partner, the proviso in 7.1.4(a) shall not apply, and the General Partner may, in its sole discretion, elect to receive one or more distributions (“Catch-Up Distributions”) out of amounts that would otherwise have been distributed to such Limited Partner pursuant to 7.2.1 to the extent permitted under this Section 7.1.4(b). Catch-Up Distributions shall only be made in an aggregate amount not to exceed the amount of Designated Net Income attributable to Carried Interest Distributions determined with respect to such Limited Partner, and shall be made solely to the extent attributable to Post-Waiver Net Income allocated (or allocable) to the General Partner with respect to such Limited Partner under 8.2.2(b); provided, however, that Catch-Up Distributions may be made in anticipation of future allocations of Post-Waiver Net Income, but only to the extent such distributions may be characterized as advances or drawings under Section 731(a) of the Code and the Treasury Regulations thereunder. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Discretionary from description Except as otherwise provided in this Agreement, the amount apportioned to the General Partner shall be distributed to the General Partner and the amount apportioned to each Limited Partner shall be distributed as follows: +(a) First, 100% to each such Limited Partner until the cumulative amount distributed to such Limited Partner pursuant to this 7.2.1(a) is equal in the aggregate to such Limited Partner’s Contributions; and +(b) Thereafter, 80% to such Limited Partner and 20% to the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Returnable Distributions from description (a) To facilitate the distribution of cash or property to the Partners received upon the sale or exchange of Portfolio Investments in circumstances in which the Partnership may have a continuing obligation to return some portion of such cash or property as a result of an indemnification or similar obligation on the part of the Partnership arising out of such sale or exchange transaction, whether in connection with a breach of representations or warranties or otherwise, the General Partner may cause the Partnership to distribute cash or property to the Partners subject to the requirement that an amount of cash equal to all or a portion of such cash or property be returned to the Partnership to satisfy such indemnification or similar obligation. The total amount to be returned to the Partnership pursuant to this 6.2.4.2(a) shall be allocated among the Partners based on the difference between the original amount distributed to each Partner pursuant to 7.2.1 with respect to such Portfolio Investment, and the cumulative amount that would have been distributed to each Partner pursuant to 7.2.1 with respect to such Portfolio Investment, if the amount originally distributed was reduced by the amount returned pursuant to this 6.2.4.2(a), and the General Partner shall make any adjustments necessary to properly reflect the economic provisions of Article 7 and Article 10. No Partner shall be required to return pursuant to this 6.2.4.2(a) an aggregate amount greater than the lesser of (i) the aggregate amount of distributions made to such Partner (and such Partner’s predecessors in interest) pursuant to Articles 7 and 10 and (ii) an amount equal to 25% of such Partner’s Subscription. The General Partner shall provide notice to the Limited Partners at the time of a distribution that an amount equal to all or a portion of such distribution may be subject to this 6.2.4.2(a) and no Partner shall be required to return a distribution pursuant to this 6.2.4.2(a) after the second anniversary of the date of such distribution except to fund an indemnification or similar obligation (1) that the General Partner, the Partnership, the Management Company or their respective Affiliates is in the process of litigating, arbitrating or otherwise settling as of such second anniversary date and (2) with respect to which the General Partner has delivered to the Partners on or before thirty (30) days after such second anniversary date written notice of such indemnification or similar obligation. +(b) Any amounts required to be returned pursuant to this 6.2.4.2 shall be treated in the same manner and be subject to the same provisions as other capital contributions required to be made by this Article 6, but shall not be considered part of the Subscription of any Partner. A Partner’s obligation to return distributions to the Partnership under this 6.2.4.2 shall survive the dissolution and the completion of the winding up of the Partnership (in which case the obligation shall be owed to the General Partner). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Borrowing from description The General Partner, on behalf and in the name of the Partnership, may borrow money on a short-term basis, in an aggregate amount outstanding at any time not exceeding 15% of the aggregate Subscriptions of all Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Closings from description (a) Each such Additional Limited Partner shall contribute, on or after the date of its admission or the acceptance of its additional Subscription, an amount (not including any contributions pursuant to 3.3.1(b) below) that results (after giving effect to the distributions in 6.2.2(a)) in (i) the Additional Limited Partner’s Contribution (not including for this purpose any contribution with respect to the Management Fee) bearing the same ratio to its Subscription as the Contributions (not including for this purpose any contributions with respect to the Management Fee) of the other non-defaulting Limited Partners bear to their Subscriptions and (ii) the Additional Limited Partner having contributed an amount with respect to the Management Fee as if its Subscription (or with respect to an additional Subscription by an existing Limited Partner, the additional Subscription) had been in effect on the Initial Closing Date; and +(b) Each such Additional Limited Partner admitted later than three (3) months after the Initial Drawdown Date (other than an existing Limited Partner with an additional Subscription due to automatic increases in its Subscription based on a percentage of the aggregate Subscriptions) shall contribute to the Partnership at the same time an interest-equivalent amount equal to the interest that would be payable on a debt obligation in the amount of the contribution made pursuant to 3.3.1(a), computed at a rate equal to the Prime Rate in effect on the Initial Drawdown Date plus 2% per annum for the period from the due date or dates on which the other Partners were required to make their earlier contributions to the date of such contribution; provided, that the foregoing contribution may be waived by the General Partner with respect to one or more Additional Limited Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Except as authorized by the General Partner and approved in advance by a majority-in-interest of the Atman Capital Investors, all distributions made before the commencement of the liquidation of the Partnership’s assets pursuant to Article 10 shall consist of cash or Freely Tradable Securities. Each lot of securities to be distributed in kind shall be distributed to the Partners in proportion to their respective shares of the proposed distribution as provided in Article 7 or Article 10, as the case may be, except to the extent that a disproportionate distribution of securities is necessary in order to avoid distributing fractional shares. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term General Partner Clawback from description After the Partnership has made its final distribution of assets pursuant to 10.2, if with respect to any Limited Partner other than a Defaulting Partner, (a) the amount of Carried Interest Distributions received by the General Partner with respect to such Limited Partner exceeds (b) the amount of Carried Interest Distributions the General Partner would have received with respect to such Limited Partner had all distributions by the Partnership to the Partners had been made at one time pursuant to Article 7 (provided, however, that for such purpose any distributions made by the Partnership in-kind shall be valued as of their respective dates of distribution) (the amount of such excess distributions with respect to a Limited Partner, the “Shortfall Amount”), then the General Partner shall return to the Partnership for distribution to such Limited Partner an amount equal to the lesser of (x) the Shortfall Amount or (y) the amount of the aggregate Carried Interest Distributions received by the General Partner attributable to such Limited Partner minus all Tax Distributions (solely to the extent attributable to items of income or gain allocated to the General Partner that correspond to the General Partner’s right to receive Carried Interest Distributions) for each fiscal period since the Partnership’s inception to which the General Partner would have been entitled if all such Tax Distributions had been made in full in accordance with 7.3.1, without reduction for distributions made pursuant to other provisions. For purposes of the preceding sentence, the Tax Distributions to which the General Partner would have been entitled shall include the additional tax liability the General Partner would have incurred if all property distributed in kind by the Partnership to the General Partner since the inception of the Partnership had been sold for its fair market value immediately following its receipt by the General Partner. Additionally, the amount determined pursuant to clause (b) above shall be reduced, as reasonably determined by the General Partner, to the extent the General Partner has received Catch-Up Distributions pursuant to Section 7.1.4(b)thathavenotbeenmatchedbyallocationsofPost-WaiverNetIncomeunder8.2.2(a). Any amount the General Partner is required to return to the Partnership pursuant to this 10.5.3, shall be returned in cash or in assets distributed in kind by the Partnership or in any combination thereof, on or before the ninetieth (90th) day after the final distribution of assets by the Partnership pursuant to 10.2. To the extent that assets distributed in kind by the Partnership are returned to the Partnership pursuant to the terms of this 10.5.3, such assets shall be valued as of the date of such return at the fair market value thereof determined pursuant to 14.4. “Carried Interest Distributions” with respect to a Limited Partner means distributions in an amount equal to the aggregate distributions to the General Partner pursuant to 7.2.1(c) and (d) with respect to such Limited Partner since inception, including, without duplication, any Catch-Up Distributions. For purposes of this 10.5.3, distributions pursuant to 10.2 shall be treated as distributions pursuant to 7.2.1 as if such amounts were distributed pursuant to 7.2.1, rather than 10.2. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Partnership Expenses borne by the Partnership shall include, without limitation: the Management Fee; Organizational Expenses (subject to 5.3.2); Placement Fees (subject to 5.3.3); liquidation expenses of the Partnership; any taxes (other than a Tax Liability), fees or government charges which may be assessed against the Partnership; commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities and Digital Assets (including any merger fees payable to third parties and whether or not any such purchase or sale is consummated); expenses of members of the Advisory Committee (including reasonable travel-related costs and expenses); the costs and expenses (including travel-related expenses) of hosting annual and special meetings for the Partnership, or otherwise holding meetings or conferences with Limited Partners, whether individually or in a group; the costs and expenses associated with attending industry conferences and marketing expenses for trade associations; interest expense for borrowed money (if any); expenses relating to software and other databases for purposes of sourcing and monitoring investments (e.g. Salesforce); all expenses relating to litigation and threatened litigation involving the Partnership, including indemnification expenses; expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, auditing, appraisal, legal, fund administration, finder’s, custodial, transfer and registration services provided to the Partnership and any expenses attributable to consulting services, including in each case services with respect to the proposed purchase or sale of securities and Digital Assets by the Partnership that are not reimbursed by the issuer of such securities or others (whether or not any such purchase or sale is consummated); travel expenses in connection with the investment activities of the Partnership; expenses associated with outsourcing certain financial reporting, accounting and other administrative services provided to the Partnership; costs of financial statements and other reports (including Schedule K-1s) to and other communications with the Partners, as well as costs of all governmental returns, reports and filings; governmental registration, filing and licensing costs and fees relating to the Partnership, the General Partner and the Management Company; premiums for liability or other insurance to protect the Partnership, the General Partner and any of their respective partners, members, stockholders, officers, directors, employees, agents or Affiliates in connection with the activities of the Partnership; and all other expenses properly chargeable to the activities of the Partnership as determined in the reasonable discretion of the General Partner. Partnership Expenses shall not include costs or expenses incurred for the purpose of the Management Company, the General Partner or any other affiliated adviser thereof registering as an investment adviser under the Advisers Act, or any on-going compliance expenses related to maintaining any registration or exemption under the Advisers Act (e.g., implementation and maintenance of compliance policies and examinations, filing Form ADV), but, for the avoidance of doubt, Partnership Expenses shall expressly include costs and expenses in connection with any such regulatory requirements and compliance that are imposed as a result of the investment activities and financial operations of the Partnership (e.g., the cost of providing audited financial statements to Partners or maintaining the assets of the Partnership with a qualified custodian). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Fund Expenses from description Organizational expense cap of $300,000 with excess being offset against management fee. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description The General Partner shall use commercially reasonable efforts to transmit to each Partner, within ninety (90) days after the close of each fiscal year (commencing with the fiscal year in which the Initial Drawdown Date occurs), the financial statements of the Partnership for such fiscal year. Such financial statements shall be prepared in accordance with the Applicable Accounting Standards or another comprehensive basis of accounting, in each case consistently applied in accordance with the terms of this Agreement (provided that if such financial statements are prepared in accordance with a comprehensive basis of accounting other than the Applicable Accounting Standards, then the General Partner shall provide, in addition to such financial statements, an unaudited statement of the Capital Accounts of the Partners for such fiscal year prepared in accordance with the Applicable Accounting Standards consistently applied in accordance with the terms of this Agreement except that (x) Partnership assets shall be valued in accordance with 14.4 and (y) the Partnership shall not be required to consolidate (or otherwise combine, including without limitation via the equity method of accounting) its financial results with those of its Portfolio Companies, regardless of whether the Applicable Accounting Standards would permit such method of valuation or would require such consolidation (or other form of combination)) and audited by a firm of regional, national or international standing selected by the General Partner; provided that the first audit of the Partnership’s annual financial statements shall be performed for the period that commences on the Initial Drawdown Date and ends on December 31, 2022. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description The General Partner shall use commercially reasonable efforts to furnish to each Limited Partner, within ninety (90) days after the end of each of the first three fiscal quarters of each fiscal year of the Partnership, unaudited financial statements of the Partnership for the quarter then ended. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description The General Partner shall use commercially reasonable efforts to transmit to each Partner, within ninety (90) days after the close of each fiscal year, such Partner’s Schedule K-1 (Internal Revenue Service Form 1065) or an equivalent report indicating such Partner’s share of all items of income or gain, expense, loss or other deduction and tax credit of the Partnership for such year, as well as the status of such Partner’s Capital Account as of the end of such year, and such additional information as such Partner reasonably may request to enable it to complete its tax returns or to fulfill any other reporting requirements, provided that the General Partner can obtain such additional information without unreasonable effort or expense. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Co-Investments with Parallel Funds from description Except (a) where restricted or prohibited by law, rule, regulation or other applicable restriction, or (b) where the potential returns to investors in the Partnership or a Parallel Fund would be unattractive due to tax, legal, regulatory or other considerations, a Parallel Fund shall invest in every investment made by the Partnership (other than Temporary Investments) at the same time and on substantially the same terms as the Partnership. Except as otherwise determined by the Advisory Committee, investments shall be allocated between and among the Partnership and any Parallel Funds in proportion to the capital of each entity available for investment, to the extent practicable. The Partnership and any Parallel Funds shall dispose of their investments at the same time, on substantially the same terms, and in the same relative amounts, to the extent practicable. The Partnership and any Parallel Fund shall share common fees and expenses related to Portfolio Investments in proportion to the capital invested by each entity in such Portfolio Investments, to the extent practicable. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocations among Funds from description If, upon subsequent closings of the Atman Capital Funds, there is a change in the ratios of the aggregate capital commitments made to each such fund to the aggregate capital commitments made to all such funds, then the General Partner (a) may adjust the allocation of existing Portfolio Investments between and among such funds, including by transferring a portion of investments from one fund to another, and (b) may adjust the relative amounts paid by such funds in respect of expenses, to reflect as nearly as practicable the situation that would have existed if the respective aggregate capital commitments made to each fund had always been in the same relative proportions as those in effect after the change in the ratio of capital commitments. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Excuse from description In its sole and absolute discretion, the General Partner may agree with a Limited Partner (in connection with the admission of such Limited Partner to the Partnership) to treat one or more specifically identified classes of actual or prospective Portfolio Investments as “Excused Investments” with respect to such Limited Partner (the “Excused Limited Partner”). + +If the Partnership invests in an Excused Investment, each applicable Excused Limited Partner shall not: (i) be permitted or obligated to contribute capital to the Partnership pursuant to a capital call (or portion thereof) issued pursuant to 6.1 for the purpose of funding the acquisition of such Excused Investment (but there shall be no adjustment to capital calls or contributions that were not issued or made for such purpose, even if capital associated therewith is actually used to acquire such Excused Investment); (ii) be allocated pursuant to 8.2 items of income, gains or loss attributable to such Excused Investment; (iii) receive distributions attributable to such Excused Investment; or (iv) participate in any vote, consent, approval, waiver, determination or similar action (including any indirect participation via such Excused Limited Partner’s representative on the Advisory Committee) relating to such Excused Investment (and the interest of such Excused Limited Partner shall be disregarded in determining the requisite percentage interest or similar threshold associated with such action). The General Partner shall be entitled to issue capital calls that are not in proportion to the Partners’ Subscriptions as necessary or appropriate to give effect to this 4.2.4.2. For purposes of determining the committed capital of the Partnership and the Atman Capital Funds in connection with their parallel investment activities pursuant to 3.6.2, there shall be disregarded an appropriate portion of the Subscriptions of the Excused Limited Partners, and an appropriate portion of the Subscriptions of any similarly excused equityholders of an Atman Capital Fund. Nothing in this 4.2.4.2 shall be deemed to: (i) reduce the Subscription of an Excused Limited Partner; or (ii) reduce an Excused Limited Partner’s allocable share of Management Fees or other items of Partnership Expense in the nature of “overhead” or otherwise not directly attributable to applicable Excused Investments. The General Partner shall otherwise adjust the provisions of this Agreement as necessary or appropriate to reflect the intentions of the Partners that each Excused Limited Partner shall have no beneficial ownership in respect of its Excused Investments. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Tax Sections from description 7.3, 7.4, Article 8, 14.8 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description Whenever valuation of Partnership assets or net assets is required by this Agreement, the General Partner shall determine the fair market value thereof in good faith in accordance with this 14.4. Such determination by the General Partner shall be binding and conclusive for all purposes under this Agreement. + +The General Partner’s determination of the fair market value of all other assets of the Partnership shall be based upon all relevant factors, which may include, without limitation: (a) the current financial position and current and historical operating results of the issuer; (b) sales prices of recent public or private transactions in the same or similar securities, including transactions on any securities exchange on which such securities are listed or in the over-the-counter market; (c) general level of interest rates; (d) recent trading volume of the security; (e) restrictions on transfer, including the Partnership’s right, if any, to require registration of its securities by the issuer under the securities laws; (f) significant recent events affecting the Portfolio Company or issuer, including any pending private placement, public offering, pending mergers or acquisitions; (g) the price paid by the Partnership to acquire the asset; and (h) the percentage of the issuer’s outstanding securities that is owned by the Partnership. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions — General. from description 7.3.1 +Except as provided in 7.3.2 and subject to 7.3.3 and 7.3.4, the Partnership shall distribute to each +Partner (including any Tax-Exempt Partners) in cash, with respect to each fiscal year, either during +such year or within ninety (90) days thereafter, an amount (a “Tax Distribution”) equal to the +aggregate national, provincial, state and local income tax liability such Partner would have incurred +as a result of such Partner’s ownership of an interest in the Partnership, determined as follows: +(a) For each fiscal year of the Partnership, the General Partner shall identify a +jurisdiction (the “Designated Jurisdiction”) (i) in which the General +Partner or any direct or indirect beneficial owner of any equity interest in +the General Partner is subject to income tax on such Person’s direct or +indirect allocable share of income of the Partnership for the fiscal year +with respect to which the Tax Distribution is made, and (ii) that the +General Partner determines in its reasonable discretion would impose, for +the fiscal year with respect to which the Tax Distribution is made, the +highest effective combined national, provincial, state and local rate of +taxation on the income of the Partnership if the Partnership were a natural +person resident in such jurisdiction and all taxes were imposed at the +highest effective marginal rate; and +(b) The Tax Distribution of any Partner for a fiscal year shall be the amount +of the combined national, provincial, state and local income tax that would +be payable by such Partner for such fiscal year (i) assuming such Partner +was a natural person resident in the Designated Jurisdiction for such year, +(ii) that all taxes were imposed at the highest effective marginal rate of +taxation applicable in the Designated Jurisdiction, (iii) assuming the +Partner’s only income for the fiscal year was such Partner’s allocable share +of the income of the Partnership, (iv) taking into account the character of +income to the particular Partner (e.g., as ordinary income, long-term +capital gain or short-term capital gain (including pursuant to Section 1061 +of the Code, as applicable)), (v) taking into account any allowable national +income tax deduction or credit for provincial, state and local taxes (subject +to any limitations the General Partner believes in good faith are likely to +apply), (vi) without taking into account the carryover of any items of loss, is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Advances to Pay Estimated Taxes. from description 7.3.3 The Partnership may make distributions to all Partners (including any Tax-Exempt Partners) during +any Partnership fiscal year to enable the Partners to satisfy their liability to make estimated tax +payments with respect to such fiscal year or the preceding fiscal year based on calculations of the +Partners’ estimated tax liability made in accordance with 7.3.1. Any such distributions shall be +deemed to be Tax Distributions except to the extent they are required to be returned to the +Partnership pursuant to the next succeeding sentence. If the aggregate amount of distributions +made to the General Partner for estimated taxes with respect to any fiscal year exceeds the tax +liability of the General Partner with respect to such fiscal year (calculated as of the end of such +fiscal year pursuant to 7.3.1), the General Partner shall treat such excess as an advance and shall +promptly return such excess to the Partnership without interest by December 31st of the fiscal year +following the fiscal year in which it was received. Upon the return of such excess amount by the +General Partner, such amount shall no longer be considered a Tax Distribution under any other +provision of this Agreement. The Capital Account of the General Partner shall properly account +for any such distribution and return, but the Contribution of the General Partner shall not be +increased by any such return. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reallocated Net Income. from description 8.2.2 (a) Prior to the application of 8.2.1 with respect to any fiscal year or other period, to the extent the General Partner has properly elected to waive Designated Net Income as provided in the definition thereof (i) any Designated Net Income of the Partnership with respect to such taxable year or other period in respect of a Portfolio Company investment shall be allocated to the Partners in accordance with their Sharing Percentages (or as otherwise reasonably determined by the General Partner) and (ii) if any items allocated to the Partners pursuant to the preceding clause (i) would have been allocated to the General Partner in respect of its entitlement to Carried Interest Distributions in the absence of the preceding clause (i) (such items, “Reallocated Net Income”), Post-Waiver Net Income (or items thereof) otherwise allocable to such Limited Partner, other than any Reallocated Net Income, subsequently or contemporaneously to be allocated, shall be first allocated to the General Partner until the excess of (x) the aggregate Reallocated Net Income over (y) the aggregate amount of Post-Waiver Net Income (or items thereof) allocated to the General Partner pursuant to this clause (ii) equals zero. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Reporting Consistency. from description 14.8.6 For United States federal, state and local income tax purposes, each Limited Partner shall report +the tax items attributable to its participation in the Partnership on its income tax returns in a manner +consistent with the tax treatment of such items as reported to it by the Partnership. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Sections from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Israeli Tax Sections from description See PPM page 43. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: [Yes] / [No] + +Reviewer instructions: If above response is ""No"", leave a comment in the ""Reviewer Comments"" column that (i) states that we must suggest adding the following language to the Fund's fund expenses provision in order for the fund to accept AL capital: ""syndication, private placement fee, or finder’s fees associated with the issuance of interests in the [Partnership // Fund]"" and (ii) suggests that the customer consult with their counsel to consider adding a related disclosure to the fund's PPM or Subscription Agreement, as applicable. + +Is the management fee offset by any such placement fees: [Yes] / [No] + +Reviewer Instructions: If above response is ""Yes"", we must request that the provision be changed in order for the fund to accept AL capital. + + +NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term Fund Control Structure from description Delaware limited partnership, Delaware LLC as GP. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description No GP Commitment is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description The “Management Fee Percentage” shall be (i) 2.5% (i.e., 10% annually) for the first year following the Partnership’s Activation Date, (ii) 1% (i.e., 4% annually) for the second year following the Partnership’s Activation Date; (iii) 0.5% (i.e., 2% annually) for the third year following the Partnership’s Activation Date; and beginning with the fourth year following the Partnership’s Activation Date, 0.00%. + +There is no management fee on the GP Commitment. This is handled by the Special Periodic Distributions provision in Section 7.7. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description (d) The Management Fee otherwise payable by the Partnership to the General Partner (or the Management Company) pursuant to paragraph 6.1(a) for a quarterly period shall be offset (in the following order of application): +by an amount equal to one hundred percent (100%) of the amount of any cash or other compensation paid as directors’, consulting, management service, advisory, consultant, transaction, commitment, breakup or broken deal fees or similar fees to the Management Company, the General Partner or any member of the General Partner (other than a consultant, entrepreneur-in-residence or venture partner) (collectively, the “Subject Parties”) during the immediately preceding quarterly period by any Portfolio Company or any company in which the Partnership expected to invest, but issuance of Securities was not consummated (net of any unreimbursed expenses of the Subject Parties, and as adjusted for any similar reductions with respect to any other investment fund managed by the General Partner or its Affiliates to prevent double-counting); and +(iii) Thereafter, by an amount equal to any private placement or finder’s fees, or other similar fees paid by the Partnership during the immediately preceding quarterly period in connection with the formation and organization of the Partnership pursuant to paragraph 6.2(c) or the sale of limited partnership interests in the Partnership pursuant to paragraphs 3.2(a) or 3.2(b). + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description 12 months is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description 10 years. + +The General Partner may, in its sole discretion by written notice to the Limited Partners, extend the Partnership term for up to two (2) additional one (1) year periods, and upon the conclusion of the two (2) extension periods, the General Partner may extend the Partnership term for additional one (1) year periods with the consent of a Majority in Interest of the Limited Partners. + +80% in interest of LPs can vote to terminate early. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description Yes, cap on cumulative investments equal to 120% of capital commitments. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Capital Contributions from description No changes made to template. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Carry from description No changes made to template. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Mandatory from description No changes to template. Template includes Special Periodic Distributions (7.7). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description No changes made to template. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description Contains our BYOGP template LPA language on interest charges for late-closing LPs: (d) Each such Additional Partner shall (i) contribute, on or after the date of its admission or the acceptance by the General Partner of its Capital Commitment increase, the same percentage of its Capital Commitment or its Capital Commitment increase, as the case may be, as has been contributed by the non-defaulting Limited Partners prior to such date, and (ii) for each Additional Partner admitted ninety (90) days after the Initial Closing Date, such Additional Partner shall contribute an additional interest-equivalent amount equal to the product of (A) the capital contribution required pursuant to paragraph 3.2(d)(i) above multiplied by (B) 8% per annum, pro rated from the Activation Date through the date such Additional Partner completes and submits its executed Subscription Agreement (such additional amount, an “Interest Payment”); provided that (1) any Limited Partner that increases its Capital Commitment shall not be obligated to make an Interest Payment on the increased amount, (2) the General Partner and any member of the General Partner that makes a Capital Commitment or increases its Capital Commitment shall not be obligated to make an Interest Payment, and (3) the General Partner may waive the Interest Payment with respect to any Limited Partner in its sole and absolute discretion. The Interest Payment shall not be considered a part of an Additional Partner’s Capital Commitment nor be treated as a capital contribution by the Additional Partner but rather shall be distributed to the Partners (other than such Additional Partner) in proportion to their relative Partnership Percentages and such distributions will be deemed to be effected outside of the Partnership such that no Capital Account will be affected thereby. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description No changes made to template. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description No changes made to template. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description No changes made to template. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description No changes made to template (as of 10/13, this might change). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description No changes made to template. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description No. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocation of Profit or Loss (5.1) from description See Section 5.1. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description The General Partner shall use commercially reasonable efforts to cause IRS Form 1065, Schedule K-1, and any other tax information reasonably requested by a Limited Partner to be prepared and delivered to the Limited Partners within ninety (90) days after the close of each fiscal year of the Partnership. + +Beginning with the first fiscal quarter that ends after the Activation Date, the General Partner shall use commercially reasonable efforts to transmit to the Limited Partners within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year, a list of new investments and dispositions made during the quarterly period. + +Beginning with fiscal year that ends after the Activation Date, the General Partner shall use commercially reasonable efforts to transmit to the Limited Partners within ninety (90) days after the close of each fiscal year of the Partnership, unaudited financial statements of the Partnership prepared in accordance with the terms of this Agreement and otherwise in accordance with GAAP, including an income statement for the year then ended and a balance sheet as of the end of such year, and a list of investments then held together with a valuation of the investments then held. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description No changes made to template. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term 11.5 Tax returns from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term 7.4 Tax distributions from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term 7.7 Special Periodic Distributions from description 1.1. Special Periodic Distributions. To account for the fact that the Partnership does not pay any Management Fee with respect to (i) the General Partner’s Capital Commitment or (ii) the Capital Commitment of any Limited Partner for whom the General Partner has waived or modified the Management Fee Percentage pursuant to paragraph 6.1(b) (such foregone amounts that would have been payable to the General Partner (or the Management Company) hereinafter referred to as the “Management Fee Savings”), the General Partner may, from time to time in its sole discretion (and notwithstanding any other provision of this Article 7 to the contrary) cause the Partnership to return to the applicable Partner any capital contributions made by such Partner to the Partnership until, as of any time, such aggregate returns to such Partner equal the cumulative amount of Management Fee Savings with respect to such Partner as of such time. Any amounts distributed to a Partner pursuant to this paragraph 7.7 shall be disregarded for purposes of paragraphs 4.2 and 4.3 and the other provisions of this Article 7, and shall not increase such Partner’s unfunded Capital Commitment. Notwithstanding anything contained herein to the contrary, the General Partner may adjust the capital contribution obligation of a Partner to account for the Management Fee Savings with respect to such Partner and deem such amount contributed pursuant to paragraph 4.3 and distributed pursuant to this paragraph 7.7. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Fund Control Structure from description Assure SPV, its a series LLC. Manager is GGV Discovery II LLC, a Cayman limited liability company. Organizer is GGV Capital LLC, a Cayman exempted company. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description N/A - SPV is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description 10 years with unlimited one year extensions by the Manager. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description N/A - SPV is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description All capital contributed. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description pro rata, no carry is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description Except as provided in ARTICLE VIII, following the first Closing, additional Interests may be issued for up to 6 months after the first Closing, after which no new Interests will be issued. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Permitted. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Reasonable fund expenses provision. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts (3.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocations of Net Income & Loss (Article VI) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Amounts WIthheld (7.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description The Fund will prepare and duly and timely file, at the Fund’s expense, all tax returns required to be filed by the Fund. The Manager will send or cause to be sent to each Member within 90 days after the end of each Fiscal Year, or a later date as determined in the discretion of the Manager, information relating to the Fund as is necessary for the Member to complete its federal, state and local income tax returns that include that Fiscal Year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description No clause on quarterly or annual reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description “Fair Market Value” of property means the amount that would be paid for that property in cash at the closing by a hypothetical willing buyer to a hypothetical willing seller, each having knowledge of all relevant facts and neither being under a compulsion to buy or sell, as determined by the Manager in good faith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: [Yes] / [No] + +Reviewer instructions: If above response is ""No"", leave a comment in the ""Reviewer Comments"" column that (i) states that we must suggest adding the following language to the Fund's fund expenses provision in order for the fund to accept AL capital: ""syndication, private placement fee, or finder’s fees associated with the issuance of interests in the [Partnership // Fund]"" and (ii) suggests that the customer consult with their counsel to consider adding a related disclosure to the fund's PPM or Subscription Agreement, as applicable. + +Is the management fee offset by any such placement fees: [Yes] / [No] + +Reviewer Instructions: If above response is ""Yes"", we must request that the provision be changed in order for the fund to accept AL capital. + + +NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Follow-on Investment RIghts from description At times the Fund’s investment in a Portfolio Company by its terms gives rise to preferential rights, requests to purchase additional shares in that Portfolio Company’s future offerings, or a general right of first refusal (collectively, “Follow- on Investment Rights”). The Fund hereby assigns and delegates all Follow-on Investment Rights to the Organizer. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or “follow-on” investments in that Portfolio Company, the Fund may make those follow on investments; provided, however, the Organizer may instead, in its sole discretion, (a) allocate any such investment opportunities to any of its Affiliated Persons; (b) organize one or more additional entities with additional members for the purpose of making any such investment opportunities; and/or (c) extend any such investment opportunities to the Members. All decisions related to the exercise of these rights will belong to the Organizer and will be made at the Organizer’s sole discretion. The Fund’s Members acknowledge and agree that the rights described in this Section 4.12 are not actual rights or entitlements exercisable by the Fund or by any Member of the Fund. Each Member waives any right or remedy it may have in relation to the Organizer’s exercise of these rights on behalf of the Fund. No action or inaction by the Organizer with respect to any Follow-on Investment Rights can be deemed to adversely impact any rights or entitlements vested in the Member by virtue of their beneficial ownership in the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description LLC, managed by Assure. Organizer is Flex Ventures, LLC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description N/A - SPV is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description 10 years with unlimited one year extensions by the Manager. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description N/A - SPV is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description all capital already contributed. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description (i) First, to the Members who have made a Capital Contribution pursuant to paragraph 4.6, pro rata in accordance with Interests held by them, until each such Member has received aggregate distributions in an amount equal to such Member’s Capital Contribution; and then +(ii) The Carry Percentage of the remainder to the Organizer (as defined in the Operating Agreement), if any; and the remainder to the Members, the Organizer, and the Manager, pro rata in accordance with Interests held by them. + +Carry Percentage is 20%. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description Except as provided in Article VIII or Section 4.11, following the Closing, no additional Members may be admitted to the Fund and no existing Members may be issued additional Interests. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Permitted. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Reasonable fund expense provision. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description Paid by the fund, no cap. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts (3.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocations of Net Income & Loss (Article VI) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Amounts WIthheld (7) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description The Fund shall prepare and duly and timely file, at the Fund’s expense, all tax returns required to be filed by the Fund. The Manager shall send or cause to be sent to each Member within ninety (90) days after the end of each Fiscal Year, or such later date as determined in the discretion of the Manager, such information relating to the Fund as is necessary for the Member to complete its federal, state and local income tax returns that include such Fiscal Year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description No clause on quarterly or annual reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description “Fair Market Value” of property means the amount that would be paid for such property in cash at the closing by a hypothetical willing buyer to a hypothetical willing seller, each having knowledge of all relevant facts and neither being under a compulsion to buy or sell, as determined by the Manager in good faith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: [Yes] / [No] + +Reviewer instructions: If above response is ""No"", leave a comment in the ""Reviewer Comments"" column that (i) states that we must suggest adding the following language to the Fund's fund expenses provision in order for the fund to accept AL capital: ""syndication, private placement fee, or finder’s fees associated with the issuance of interests in the [Partnership // Fund]"" and (ii) suggests that the customer consult with their counsel to consider adding a related disclosure to the fund's PPM or Subscription Agreement, as applicable. + +Is the management fee offset by any such placement fees: [Yes] / [No] + +Reviewer Instructions: If above response is ""Yes"", we must request that the provision be changed in order for the fund to accept AL capital. + + +NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Follow-on Investment Rights from description At times the Fund’s investment in the Portfolio Company by its terms gives rise to preferential rights or requests to purchase additional shares in thePortfolioCompany’sfutureofferings. TheFundherebyassignsanddelegatesallsuchrights to the Organizer. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or “follow-on” investments in the Portfolio Company, the Fund shall not make such follow on investments; provided, however, the Organizer may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making such follow on investment and may extend any such investment opportunity to the Members at its own discretion. No action or inaction by the Organizer with respect to any Pro-Rata Rights can be deemed to adversely impact any rights or entitlements vested in the Member by virtue of their beneficial ownership in the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Delaware LLC; Manager is Johnathan Podemsky is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description According to Schedule A, the Manager is putting $0 in is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description 2% is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description 10.1 Until all the assets are distributed or such later date as determined by the Manager is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description No later than two (2) business days in advance of the Company’s intended consummation of a Portfolio Investment, the Manager shall deliver notice thereof to each party whose Joinder shall have been accepted with respect thereto, identifying the expected date of the consummation of the Portfolio Investment, the identity of the Fund Administrator, and wire transfer instructions for delivery of funds in escrow. No later than one (1) business day in advance of the Company’s intended consummation of such Portfolio Investment, each such party shall deliver in escrow, by wire transfer of immediately available funds pursuant to such wire transfer instructions, the full amount of such party’s Subscription as reflected in such party’s accepted Joinder. At or immediately prior to the consummation of such Portfolio Investment, all such funds or a portion thereof, as determined by the Manager, shall be released. Upon and subject to the consummation of such Portfolio Investment, such party shall be deemed to have paid its Subscription in full, and shall be deemed admitted to the Company as a Member. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description Subject to first obtaining the approval of the Members Advisory Committee, which approval shall not be unreasonably withheld or delayed, the Manager shall cause the Company to make distributions of cash or other assets from time to time, provided however that (i) the Manager acknowledges its current intention to cause the Company to make distributions from time to time to the extent of its available cash, after establishing all such reserves as the Manager deems necessary or appropriate in his, her or its reasonable discretion in light of the Company’s expected liabilities, obligations, expenses and investment objectives, including without limitation expenses payable in accordance with Section 5.6, and (ii) upon a Liquidation Event, and subject to the terms of (d) below, the Manager shall cause the Company to distribute the cash proceeds therefrom (less such amounts as the Manager deems sufficient in its sole discretion to pay or make reserves for the Company’s then expected liabilities, obligations and expenses, including without limitation expenses payable in accordance with Section 5.6), and other assets as soon as reasonably practicable. Prior to the Company’s dissolution, to the extent it makes distributions of cash or other assets with respect to Investment Contributions, the Company shall first return each Member’s Unused Capital Contributions to such Member, and any remaining amount to be distributed shall be apportioned preliminarily among the Members pro rata in accordance with their Sharing Percentages in the Division whose Portfolio Investment is giving rise to the proceeds being distributed. All such capital contributions shall be aggregated with respect to each Division for each Member with a Sharing Percentage in such Division greater than zero and such amounts shall be distributed between such Member and the Manager as follows: + +(a) First, 100% to such Member until the cumulative amount distributed pursuant to this Section 7.1(a) is equal to the aggregate capital contributions made by such Member as of the date of such distribution for all Divisions in which such Member has made a capital contribution; and +(b) Thereafter, but subject to the terms of (c), 90% to such Member and 10% to the Manager (any such distributions to the Manager, “Carried Interest Distributions”). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description Following the closing of the initial subscriptions contemplated by 2.4, the Manager may cause one or more additional Members to be admitted to the Company at the Manager’s sole discretion. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description The Manager is hereby authorized, as it may reasonably determine, to make distributions to Members pursuant to Section 7.1 in the form of securities or other property held by the Company. In any non-cash distribution, the securities or property so distributed will be distributed among Members (or any subset of Members) in the same proportion and priority as cash equal to the fair market value of such securities or property would be distributed among Members pursuant to Section 7.1. Any distribution of securities shall be subject to such conditions and restrictions as the Manager determines are required or advisable to ensure compliance with applicable law and agreements, including execution by the Members of Transaction Documents. In furtherance of the foregoing, the Manager may require that Members execute and deliver such documents as the Manager may deem necessary or appropriate to ensure compliance with all federal and state securities laws that apply to such distribution and any further transfer of the distributed securities, and may appropriately legend the certificates that represent such securities to reflect any restriction on transfer with respect to such laws. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description 7.2 -- In order to (i) facilitate the distribution of cash or property received upon the sale or exchange of securities to the Members of any Division in circumstances in which the Company may have a continuing obligation to return all or some portion of such cash or property as a result of an indemnification or similar obligation on the part of the Company arising out of such sale or exchange transaction with respect to such Division, whether in connection with a breach of representations or warranties or otherwise, (ii) fund any other cost, expense, liability or obligation of the Company (including, without limitation, any indemnification obligation pursuant to Section 5.8) or (iii) facilitate the distribution in kind of securities, or cash or property received by the Company in connection with the sale or exchange of any securities or other assets underlying a Portfolio Investment, where the Company may have a withholding or other tax liability by reason of such distribution or such sale or exchange, the Manager may cause the Company to distribute cash or property to the Members (or to the Members of such Division, as applicable) subject to the requirement that cash or such property having an aggregate value (as determined on the date of return) equal to the value of such distribution (as determined on the date of distribution) be returned to the Company to satisfy such continuing obligation, upon not less than ten (10) days prior notice, at such times and in such amounts as shall be specified in one or more written notices issued by the Manager (a “Returnable Distribution”). The Manager shall provide notice to the applicable Members prior to causing the Company to make any Returnable Distribution. + +(b) except, can't return distributions that exceed the amount received by the member + +(c) except, can't return a distribution more than 2 years after the Fund's final distribution + +(d) except, can't return more than 3 years from the date of such distribution is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Fund Expenses from description Section 5.6 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description Standard, no cap is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description Yes + +9.4(a) -- As soon as practicable after the end of each fiscal year, the books of account of the Company shall be closed and a written report shall be made to each Member which shall include an audit report of a firm of independent certified accountants of nationally recognized standing selected by the Manager, setting forth a balance sheet of the Company as of the end of such year and a statement of income and expenses for such year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Withholding from description Notwithstanding any other provision of this Agreement, each Member hereby authorizes the Company to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by the Company with respect to such Member or as a result of such Member’s participation in the Company. If and to the extent that the Company shall be required to withhold or pay any such withholding or other taxes with respect to a Member, such Member shall be deemed for all purposes of this Agreement to have received a distribution from the Company as of the time such withholding or other tax is required to be paid. In the event that the Company receives a payment in respect of which tax has been withheld, the Company shall be deemed to have received cash in an amount equal to the amount of such withheld tax, and each Member shall be deemed to have received as a distribution the portion of such amount that is attributable to such Member’s interest as equitably determined by the Manager. Any distribution deemed made to a Member pursuant to this Section 7.7 shall reduce the amounts each Member would otherwise be entitled to receive pursuant to Section 7.1. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocations from description Allocations. Income, gain, loss and expense (and items thereof) shall be allocated among the Capital Accounts of the Members with respect to each fiscal year, as of the end of such fiscal year, in a manner that as closely as possible gives economic effect to the provisions of Section 7.1, as reasonably determined by the Manager. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description Within ninety (90) days after the end of each fiscal year, the Manager shall use commercially reasonable efforts to cause to be delivered to each Person who was a Member at any time during such fiscal year all information necessary, in the sole and absolute discretion of the Manager, for the preparation of such Person’s federal income tax returns. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description As soon as practicable after the end of each fiscal quarter, or such shorter period as the Manager may determine, the Manager shall send to each Member a report (which need not be +certified) setting forth: +(i) a statement showing the Net Capital Appreciation or Net Capital Depreciation (as a percentage) of such Member’s Capital Account for such reporting period; +(ii) such Member’s Closing Balance for such reporting period; and +(iii) such other information as the Manager in its sole and absolute discretion +shall deem appropriate to advise each Member as to such Member’s investment. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description Whenever valuation of Company assets or net assets is required by this Agreement in connection with a distribution in kind of the securities of the Portfolio Investment or otherwise, the fair market value of such assets shall be determined by the Manager in good +faith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term ""Rollover"" - 7.1(d) from description If a Liquidation Event or SPAC Transaction shall be contemplated, and if pursuant to the terms of such proposed Liquidation Event or SPAC Transaction the Company shall be offered the opportunity to receive a portion of the proceeds in the form of securities or other assets of such New Entity in lieu of cash proceeds (a “Rollover”), then the Manager, to the extent possible, shall offer to those Members participating in the Division giving rise to such distribution the opportunity to receive, in lieu of entirely cash distributions pursuant to the foregoing provisions of this Section 7.1, the opportunity to receive a specified portion of their respective allocable distributions in the form of Sharing Percentages in a New Division corresponding to an indirect interest in such securities or other assets of such New Entity (structured to the extent possible in a manner which would not subject such Member to current income taxation with respect to such Rollover, and, for the avoidance of doubt, with such Rollover interests retained by the Company as a Portfolio Investment in such new Division), all as determined by the Manager in its reasonable discretion (each, a “Rollover Offer”). Any such Rollover Offer shall be as reflected in a written notice by the Company to each such Member (each a “Rollover Notice”), stating the portion of such distribution available to such Member as provided herein in the form of New Entity securities or other assets in lieu of cash (the “Rollover Portion”). By written notification to the Company within ten (10) days after the Rollover Notice is given, each such Member may irrevocably elect to receive such distribution either (i) as a Sharing Percentage in a New Division, established as provided in Section 3.5, with respect to the form and amount of such Rollover Portion designated in such Member’s Rollover Notice and with the Sharing Percentages for such New Division allocated among such Members in proportion to the amounts of their respective designated Rollover Portion amounts, and with the remainder of such distribution in cash, or (ii) one hundred percent (100%) in cash. For avoidance of doubt, to the extent the Company receives securities or other assets in a Rollover that cannot be converted to sufficient cash or otherwise be distributed to Members, such securities or assets shall be held in a New Division with applicable Sharing Percentages in a manner consistent with clause (i) above. In no event shall any assets allocated to a New Division pursuant to a Rollover Offer as provided above be deemed to have been distributed for purposes of this Section 7.1 or otherwise give rise to any Carried Interest Distribution unless and until such assets or their proceeds are subsequently distributed from such New Division in accordance with the terms hereof. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Assure structure - Fund is a series of a Delaware Series LLC managed by Assure Fund Management II, LLC is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description Not specified (there is no end). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description Fund dissolves upon pon the ""Outside Date"" + +""Outside Date"" means the last day of the ten-year period beginning on the date of the Closing unless the Manager has extended that period in accordance with Section 9.8, in which case the ""Outside Date"" means the expiration of that extended period. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description Upon Closing, each participating Member shall make a Capital Contribution in an amount equal to its accepted Commitment (as defined in the Member's Subscription Agreement) in exchange for an Interest. No Member will be required to make any Capital Contribution beyond that Member's initial Capital Contribution or lend money to the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description The Fund will first use available assets to repay outstanding debts and obligations, if any, of the Fund. Then, subject to Section 7.6, the Fund will make Distributions, at times and intervals as the Manager will determine but, in no event, earlier than the expiration of the Lock-Up Period in respect of Portfolio Company Securities to be distributed. Amounts initially apportioned to the Manager will be distributed to the Manager, and amounts initially apportioned to a Member will be distributed to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description Except as provided in Article VIII, following the first Closing, no additional Interests will be issued. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Permitted. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Standard. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description Standard, no cap. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts (3.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocation of Net Income and Loss (Article VI) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Amounts Withheld (7.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description See ""Reports"" is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description The Fund will prepare and duly and timely file, at the Fund's expense, all tax returns required to be filed by the Fund. The Manager will send or cause to be sent to each Member within 90 days after the end of each Fiscal Year, or a later date as determined in the discretion of the Manager, information relating to the Fund as is necessary for the Member to complete its federal, state and local income tax returns that include that Fiscal Year. + +No provision of quarterly/annual reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description No real valuation section, but references to FMV. + +""Fair Market Value"" of property means the amount that would be paid for that property in cash at the closing by a hypothetical willing buyer to a hypothetical willing seller, each having knowledge of all relevant facts and neither being under a compulsion to buy or sell, as determined by the Manager in good faith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: No + +Is the management fee offset by any such placement fees: No + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term Administrative Reserve; Manager and Organizer Fees (4.9) from description The Manager will be compensated on a fee for service basis pursuant to the terms of a separate Master Services Agreement with the Organizer. Such compensation shall be paid from the Administration Reserve and the Manager will not receive a separate right to any Interest or profits of the Fund. + +At the time Capital Contributions are made, the Manager shall transfer to the Organizer thirty percent (30%) of all such amounts which the Organizer shall set aside, hold and administer as an “Administration Reserve” and such amounts shall not be used to invest in Portfolio Company Securities. During the term of the Fund, the Organizer shall maintain the Administration Reserve (plus any interest that may accrue thereon, if any) as a reserve for Fund expenses and pay out from the Administration Reserve from time to time, as it deems necessary or advisable, the following: +• Initiation, annual and other service fees properly payable to the Manager for its services pursuant to a Master Services Agreement with respect to service fees of the Manager in connection with its management of the Fund; +• Expenses associated with creation and operation of the Fund, including those contemplated under Section 4.8; and +• Reimbursement to the Organizer for all direct and dully loaded indirect costs of the Organizer (as determined by the Organizer) incurred each year, in connection with the Organizer having sponsored the Fund and for providing its administrative, Member liaison and investment advisory services to the Manager of the Fund. + +At the time the Fund is dissolved the Organizer will transfer to the Manager, from any amounts remaining in the Administration Reserve, if any, amounts requested by the Manager to pay or reserve for any remaining Fund Expenses, and the Organizer, may then, in its sole discretion, retain any balance as an Administration fee or transfer all or a portion of such balance to the Manager for distribution to the Members in proportion to their respective Interests. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term Fund Control Structure from description Fund is a series of its master, Ehcsor Holdings LLC. Manager is Kenneth Rosche, he is the Organizer as well. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description No Management Fee is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description ""Outside Date"" means the last day of the ten-year period beginning on the date of the Closing unless the Manager has extended that period in accordance with Section 10.2, in which case the ""Outside Date"" means the expiration of that extended period. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description No contributions beyond initial contribution. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description Amounts initially apportioned to the Manager will be distributed to the Manager, and amounts initially apportioned to a Member will be distributed to that Member, in the following proportions and order of priority: +(a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution ; and then +(b) The Carry Percentage of the remainder to the Organizer (as defined in this Agreement), if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. + +Carry Percentage = 0% is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description Except as provided in Article VIII, following the first Closing, additional Interests may be issued for up to 6 months after the first Closing, after which no new Interests will be issued. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Whenever a Distribution provided for in this Section 7.2 is payable in property other than cash, the value of the Distribution will be deemed to be the Fair Market Value of that property as determined in good faith by the Manager. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description None is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description None is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Standard list of fund expenses. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description All organizational and operating expenses of the Fund will be paid by the Fund (excluding any regulatory expenses, or other costs incurred by the Manager in connection with its daily operations, including but not limited to salary and other payments to employees or officers of the Manager). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description None is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocations of Net Income and Net Loss from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Amounts Withheld from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description None is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description The Fund will prepare and duly and timely file, at the Fund's expense, all tax returns required to be filed by the Fund. The Manager will send or cause to be sent to each Member within 90 days after the end of each Fiscal Year, or a later date as determined in the discretion of the Manager, information relating to the Fund as is necessary for the Member to complete its federal, state and local income tax returns that include that Fiscal Year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description No provision on quarterly or annual reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description ""Fair Market Value"" of property means the amount that would be paid for that property in cash at the closing by a hypothetical willing buyer to a hypothetical willing seller, each having knowledge of all relevant facts and neither being under a compulsion to buy or sell, as determined by the Manager in good faith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: No + + +Is the management fee offset by any such placement fees: N/A + + +NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Follow-On Investment RIghts from description At times the Fund's investment in a Portfolio Company by its terms gives rise to preferential rights, requests to purchase additional shares in that Portfolio Company's future offerings, or a general right of first refusal (collectively, ""Follow-on Investment Rights""). The Fund hereby assigns and delegates all Follow-on Investment Rights to the Organizer. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or ""follow-on"" investments in that Portfolio Company, the Fund may make those follow on investments; provided, however, the Organizer may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making that follow on investment and may extend any investment opportunity to the Members at its own discretion. All decisions related to the exercise of these rights will belong to the Organizer and will be made at the Organizer's sole discretion. The Fund's Members acknowledge and agree that the rights described in this Section 4.13 are not actual rights or entitlements exercisable by the Fund or by any Member of the Fund. Each Member waives any right or remedy it may have in relation to the Organizer's exercise of these rights on behalf of the Fund. No action or inaction by the Organizer with respect to any Follow-on Investment Rights can be deemed to adversely impact any rights or entitlements vested in the Member by virtue of their beneficial ownership in the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Custom Closing Flow Requirements from description No sub doc provided. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Delaware limited partnership. GP is a Delaware LLC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description 10%, up to $5 million. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description An annual rate of 2.5% of capital commitments. After the Investment Period, the annual rate of the management fee shall be reduced by 0.25% per year; however, in no event shall the Management Fee be reduced below 1.5% is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description The Investment Period is the period of time beginning with the Activation Date and ending on the fifth (5th) anniversary of the Partnership’s final closing date. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description 10 years unless extended pursuant to the below. + +Upon or prior to the Termination Date, or such subsequent dates to which the Partnership term has previously been extended pursuant to this paragraph, the General Partner may, in its discretion, extend the Partnership term (a) for two (2) additional one-year periods and (b) for additional one-year periods with the consent of a Majority in Interest of the Limited Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description Subject to its intention to make portfolio company investments in an aggregate amount of up to one hundred twenty percent (120%) of Committed Capital and to establish reasonable reserves for anticipated Partnership obligations, expenses (including the management fee payable to the General Partner pursuant to paragraph 6.1 hereof) and actual or contingent liabilities, the General Partner shall distribute proceeds from the sale or other disposition of Securities of portfolio companies and other cash income received from portfolio company investments as soon as reasonably practicable after such sale, disposition or receipt. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description standard capital contributions provision. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Mandatory from description The General Partner shall cause the Partnership to distribute to each Partner in cash, within ninety (90) days after the end of each fiscal year during the term of the Partnership, an amount equal to the excess, if any, of (i) the Applicable Tax Rate (as defined below) multiplied by the net taxable income allocated to such Partner as a result of such Partner’s ownership of an interest in the Partnership for such immediately preceding fiscal year, over (ii) all prior cash and in- kind distributions (valued at the time of distribution in accordance with paragraph 12.1) made pursuant to this paragraph 7.4 or paragraph 7.5 during such immediately preceding fiscal year (other than amounts distributed pursuant to this paragraph 7.4 during such fiscal year in respect of net taxable income allocated to a Partner during the preceding fiscal year). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Distributions - Discretionary from description Amounts initially apportioned to the General Partner shall be distributed to the General Partner. Amounts initially apportioned to each Limited Partner shall be reapportioned and distributed as follows: +(i) First, 100% to such Limited Partner until such Limited Partner has received aggregate distributions pursuant to this paragraph 7.5(a)(i) (with any in-kind distributions valued at the time of distribution in accordance with paragraph 12.1) equal to such Limited Partner’s aggregate capital contributions to the Partnership (the “Payback”); and +(ii) Subsequent to Payback, (A) eighty percent (80%) to such Limited Partner and (B) twenty percent (20%) to the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Not specified/no restrictions. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description Additional persons or entities may be admitted as a Limited Partner and any Limited Partner may increase its Capital Commitment with the consent of (i) only the General Partner on or before the date that is twelve (12) months after the Initial Closing Date, or (ii) the General Partner and a Majority in Interest of the Limited Partners at any time thereafter; provided that, after such admission (or Capital Commitment increase), the aggregate amount of capital committed for contribution by the Limited Partners, when combined with the capital commitments of any investors in any Parallel Fund formed pursuant to paragraph 8.4(b) hereof (excluding capital committed by the General Partner), does not exceed Fifty Million Dollars ($50,000,000). + +Any Limited Partner admitted, or whose Capital Commitment is increased, in accordance with this paragraph 3.2 shall be required to contribute to the Partnership, at the time of such admission or increase, (i) a percentage of its Capital Commitment (or, in the case of a Limited Partner whose Capital Commitment is increased, a percentage of its incremental Capital Commitment) equal to the percentage of Capital Commitments theretofore contributed to the Partnership by other Limited Partners in accordance with paragraph 4.2. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Permitted. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description Notwithstanding paragraphs 7.3 and 10.4, upon the liquidation of the Partnership pursuant to this Article 10, the General Partner shall be required to pay back to the Partnership the Excess GP Distribution Amount in respect of each Limited Partner. The “Excess GP Distribution Amount” with respect to each Limited Partner is that amount by which (i) the cumulative net distributions reapportioned to the General Partner with respect to such Limited Partner over the life of the Partnership pursuant to paragraph 7.5(a)(ii) and (iii) and paragraph 10.4(c) (as a result of allocations of Profit made to the General Partner pursuant to paragraphs 5.1(a)(i)(C)) (the “GP Carry Amount”) exceeds (ii) the amount of distributions that the General Partner would have been entitled to receive with respect to such Limited Partner pursuant to paragraph 7.5(a)(ii) and (iii) and paragraph 10.4(c) (as a result of allocations of Profit made to the General Partner pursuant to paragraphs 5.1(a)(i)(C)) if all the distributions by the Partnership were made at the time of liquidation (and assuming that all investments of the Partnership were disposed of or distributed at their actual disposition or distribution values). Notwithstanding the foregoing, in no event, however, shall the Excess GP Distribution Amount exceed the GP Carry Amount, reduced by the federal and state income and other taxes payable on the GP Carry Amount by the members of the General Partner (assuming for this purpose a combined federal, state and local income tax rate equal to the Applicable Tax Rate), as adjusted for any tax benefit realized by the members of the General Partner as a result of the payment obligation under this paragraph. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Standard fund expenses provision. Organizational expenses paid by the Fund capped at $500K. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Sections from description Article 5 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Sections from description Article 5 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Tax Sections from description Section 7.6 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description Quarterly reports in 45 days, annual reports within 120 days. + +The General Partner shall cause the Partnership’s tax return and IRS Form 1065, Schedule K-1, to be prepared and delivered to the Limited Partners within one hundred twenty (120) days after the close of the Partnership’s fiscal year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description Subject to the specific standards set forth below or elsewhere in this Agreement, the valuation of Securities and other assets and liabilities under this Agreement shall be at fair market value. Except as may be required under applicable Treasury Regulations, no value shall be placed on the goodwill or the name of the Partnership in determining the value of the interest of any Partner or in any accounting among the Partners is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description BANANA CAPITAL FUND II, L.P. (the “Fund” or the “Partnership”) will be organized as a Delaware limited partnership. BANANA CAPITAL GP II, LLC, a Delaware limited liability company, is the general partner of the Fund (the “General Partner”). BANANA CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Management Company”), will provide certain administrative and support services to the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description The General Partner agrees to make a capital commitment to the Fund in an amount equal to at least one percent (1%) is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description the General Partner will receive a management fee, payable quarterly in advance (each such date, a “Fee Date”). The management fee for each calendar quarter shall be equal to the aggregate capital commitments of all the Limited Partners multiplied by 0.50% (i.e., 2.0% annual rate) is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description (i) the management fee for each of the Partnership’s first and last fiscal quarters shall be proportionately reduced based upon the ratio of the number of days in each such period bears to ninety (90), and (ii) an additional management fee shall be payable upon the date of admission or increase in Capital Commitment of any Additional Partner is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Management Fee Offset from description For avoidance of doubt, the General Partner, in connection with entering into the Partnership Agreement is irrevocably waiving an amount of management fee equal to eighty percent (80%) of its Capital Commitment. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description A “Fee Adjustment” for a given fiscal quarter shall be detailed in the Partnership Agreement. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period / Term from description In order to facilitate an orderly liquidation of the Fund’s holdings, the General Partner may extend the Fund’s term (i) for up to two (2) additional one-year periods in its sole discretion (the “GP Extension Periods”), and (ii) for additional one-year periods with the consent of a Majority in Interest of the Limited Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description cost basis of portfolio company investments made by the Fund, whether or not realized, may not exceed one hundred twenty-five percent (125%) of the Fund’s aggregate capital commitments. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contribuitions from description Each Limited Partner will contribute capital in installments as requested by the General Partner upon ten (10) business days’ prior written notice. The due date of the initial capital call of the Fund shall be referred to herein as the “Activation Date.” is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contribuitions from description The Limited Partnership Agreement of the Fund (the “Partnership Agreement”) will provide that with respect to the Partnership’s initial request for capital contributions, unless at such time the sum of the capital commitments of all ERISA Partners is less than twenty-five percent (25%) of the capital commitments of all Limited Partners, no capital contribution will be required from certain investors regulated under the Employee Retirement Income Security Act of 1974 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contribuitions from description If for any reason a Limited Partner fails to deliver capital to the Fund when due and such failure shall have continued uncured for ten (10) days or more after delivery of written notice by the General Partner to such Limited Partner, the General Partner, in its sole discretion, may (i) waive, in whole or in part, the requirement of payment and reduce the defaulting partner’s capital commitment accordingly, (ii) extend the time of payment, (iii) declare the entire unpaid principal amount of the unpaid commitment to be immediately due and payable, (iv) enforce by appropriate legal proceedings the defaulting partner's obligation to make payment on the amount called or to pay its entire unpaid capital commitment, (v) remove the defaulting partner from the Fund (in which event 100% of such partner’s capital account balance shall be reallocated on a pro rata basis to all remaining partners), (vi) require the defaulting partner to transfer the defaulting partner’s interest in the Fund to the other Limited Partners (at a purchase price of 50% of the defaulting partner’s capital account balance) and/or (vii) pursue any other remedy that the General Partner deems advisable. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Carry from description At the end of each fiscal year or other accounting period, the net profit for such period will be allocated: first, to restore allocations of prior loss; second, until the satisfaction of the Performance Target, eighty percent (80%) to the Partners, pro rata in proportion to their relative capital commitments, and twenty percent (20%) to the General Partner; third, after and to the extent that the Performance Target has been met, seventy percent (70%) to the Partners, pro rata in proportion to their relative capital commitments, and thirty percent (30%) to the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Carry from description “Performance Target” shall be deemed achieved with respect to a Limited Partner at such time as the fair value of the aggregate distributions to such Limited Partner equals or exceeds 600% of the aggregate Capital Commitments of such Limited Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Mandatory from description Within ninety (90) days following the end of each fiscal year and to the extent of available cash, the General Partner will distribute cash to each Partner in an amount equal to the “Applicable Tax Rate” (as defined below) multiplied by net taxable income, less all prior cash distributions pursuant to this Section 8 or Section 9 below; provided, that (a) the General Partner will have no obligation to make the foregoing distributions if the total amount to be distributed to all Partners would be less than one million dollars ($1,000,000) and (b) the General Partner shall have the authority, in its sole discretion, to make good faith estimates of amounts expected to be distributable pursuant to the first sentence of this section with respect to a given calendar year and to distribute such estimated amounts to the Partners as advances from time to time during such calendar year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Distributions - Discretionary from description the General Partner may at any time subsequent to Payback make distributions to all Partners in proportion to their committed capital. Notwithstanding the immediately preceding sentence, the General Partner may at any time make distributions to all Partners in proportion to their committed capital. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Without the approval of the Advisory Committee, the General Partner may not incur indebtedness on behalf of the Fund, or guaranty indebtedness of companies in which the Fund has invested, in amounts in excess of ten percent (10%) of the Fund’s committed capital; provided, however, that (i) no such borrowing or guaranty shall be made to the extent that any Limited Partner (or its equity owners) would be required to recognize UBTI, and (ii) without the approval of the Advisory Committee, no such borrowing may be made from the General Partner or any Managing Director. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Fund Expenses from description The Fund will bear the out-of-pocket expenses incident to the setup, syndication, formation, organization and marketing of the Fund, the General Partner and the Management Company (up to a maximum of $300,000). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description The Fund shall also bear expenses incurred by the General Partner in serving as the partnership representative, the reasonable cost of liability and other insurance premiums on all policies obtained for the benefit of the Fund, legal fees and expenses associated with reporting, registration or compliance requirements of the General Partner or the Management Company imposed by the United States Securities and Exchange Commission or state regulatory agency, all out-of-pocket expenses of preparing and distributing reports to Partners, out-of-pocket expenses associated with Partnership communications with Partners, including preparation of annual or other reports to the Limited Partners, out-of-pocket costs associated with Partnership meetings or Advisory Committee matters, all legal, bookkeeping, outsourced finance, fund administration and accounting fees relating to the Fund and its activities, out-of-pocket fees and expenses associated with the preparation and filing of tax filings and distribution of tax reports to the Partners, out-of-pocket fees and expenses related to regulatory compliance, all fees, costs and expenses relating to litigation and threatened litigation involving the Fund, including the Fund’s indemnification obligations pursuant to the Partnership Agreement, arbitration expenses, all costs and expenses related to the liquidation of the Fund’s assets upon termination of the Fund, and all expenses that are not normal operating expenses related to the activities of the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description An annual audit of the Fund will be conducted by an independent accounting firm of recognized national or regional standing selected by the General Partner beginning with the first full calendar year commencing after the Initial Closing of the Fund. Subject to the restrictions in Section 33, the General Partner shall use commercially reasonable efforts to deliver to the Limited Partners: + +(a) an annual audited report and overview of the portfolio; + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description (b) quarterly valuations of the portfolio; +(c) quarterly summaries of new investments and dispositions made during the period; and +(d) Schedule K-1’s and any other tax information reasonably requested by a Limited Partner, within ninety (90) days of the closing of the Fund’s fiscal year. +The General Partner shall have the discretion to deliver such reports in written form or by providing access to suitable electronic versions, including by posting such reports to a secure password-protected web site. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investments from description Turner wants to deploy ~500K into public securities. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Valuation from description The General Partner will have the power to determine the fair market value of the Fund’s assets and liabilities. The valuation methods are detailed in the Partnership Agreement, including the objection rights of the Advisory Committee and dispute resolution procedures in the event a majority of the members of the Advisory Committee and the General Partner are unable to agree on valuations. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Series LLC. Each vehicle listed above is a series of New Lab Ventures SPV, LLC, managed by New Lab Holdings, LLC. No Organizer. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description N/A. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description N/A - SPV is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description ""“Outside Date” shall mean the last day of the ten-year period beginning on the date of the Closing unless the Manager has extended such period in accordance with Section 10.2, in which case the “Outside Date” shall mean the expiration of such extended period. + +Prior to a dissolution pursuant to Paragraph 10.1, the Manager, in its sole discretion, may extend the period of time between the date of Closing and the Outside Date by unlimited successive one (1) year periods."" is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description N/A - SPV is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description All capital already contributed I think. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description (a) First, 100% to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution; then +(b) Second, 100% to the Manager an amount equal to the aggregate amount of Stipends and Fund Expenses the Manager previously paid but has not yet been reimbursed; and then +(c) The Carry Percentage of the remainder to the Manager, if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. + +""Carry Percentage"" means 20 percent. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description Except as provided in Article VIII and Section 5.10, following the Initial Closing, additional Interests may be issued for up to 6 months after the Initial Closing, after which no new Interests will be issued. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Permitted. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Reasonable fund expense provision. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Stipend from description (c) The Fund will pay (or reimburse the Manager or its affiliates for) any amounts paid to founders of any Portfolio Company to whom, in connection with an investment, the Fund or the Manager pays a stipend (“Stipend”). Such fees will be reimbursed to the Manager or the Manager’s affiliates at the time of distributions in accordance with Section 7.1. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description Paid by the fund, no cap. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts (3.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocations of Net Income & Loss (Article VI) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Amounts WIthheld (7.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description (b) Tax Reports. The Fund will prepare and duly and timely file, at the Fund's expense, all tax returns required to be filed by the Fund. The Manager will send or cause to be sent to each Member within 90 days after the end of each Fiscal Year, or a later date as determined in the discretion of the Manager, information relating to the Fund as is necessary for the Member to complete its federal, state and local income tax returns that include that Fiscal Year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description No clause on quarterly or annual reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description “Fair Market Value” of property means the amount that would be paid for such property in cash at the closing by a hypothetical willing buyer to a hypothetical willing seller, each having knowledge of all relevant facts and neither being under a compulsion to buy or sell, as determined by the Manager in good faith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: [Yes] / [No] + +Reviewer instructions: If above response is ""No"", leave a comment in the ""Reviewer Comments"" column that (i) states that we must suggest adding the following language to the Fund's fund expenses provision in order for the fund to accept AL capital: ""syndication, private placement fee, or finder’s fees associated with the issuance of interests in the [Partnership // Fund]"" and (ii) suggests that the customer consult with their counsel to consider adding a related disclosure to the fund's PPM or Subscription Agreement, as applicable. + +Is the management fee offset by any such placement fees: [Yes] / [No] + +Reviewer Instructions: If above response is ""Yes"", we must request that the provision be changed in order for the fund to accept AL capital. + + +NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Follow-on Investment RIghts from description At times the Fund's investment in a Portfolio Company by its terms gives rise to preferential rights, requests to purchase additional shares in that Portfolio Company's future offerings, or a general right of first refusal (collectively, ""Follow-on Investment Rights""). The Fund hereby assigns and delegates all Follow-on Investment Rights to the Organizer. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or ""follow-on"" investments in that Portfolio Company, the Fund may make those follow on investments; provided, however, the Organizer may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making that follow on investment and may extend any investment opportunity to the Members at its own discretion. All decisions related to the exercise of these rights will belong to the Organizer and will be made at the Organizer's sole discretion. The Fund's Members acknowledge and agree that the rights described in this Section 4.12 are not actual rights or entitlements exercisable by the Fund or by any Member of the Fund. Each Member waives any right or remedy it may have in relation to the Organizer's exercise of these rights on behalf of the Fund. No action or inaction by the Organizer with respect to any Follow-on Investment Rights can be deemed to adversely impact any rights or entitlements vested in the Member by virtue of their beneficial ownership in the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Appointment of Administrative Manager from description The Manager has currently delegated to the Administrative Manager of the Fund the authority to (either directly or indirectly through one or more of the Administrative Manager's Affiliates), among other things, handle all entity and bank account formation tasks, securities law filings, tax reporting matters, and other administrative services relating to the Fund and the Members. The Manager may, in its sole discretion, modify or terminate its relationship with the Administrative Manager or its Affiliates and perform such tasks itself or delegate to other third parties all, some, and/or different responsibilities of the Manager. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Fund is a Cayman exempted limited partnership. GP is a Delaware LLC. Management Company not listed but LPA permits engagement of a management company. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description Payable in USD or USDC. The Management Fee shall be an amount equal to three percent (3%) per annum of the Committed Capital of the Partnership. The Management Fee for the Partnership’s first quarter and last quarter shall be proportionately reduced based upon the ratio the number of days in the period bears to ninety (90) days. No Management Fee shall be paid during any extension of the Partnership beyond its initial ten (10)-year term. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period / Term from description 10 year term unless extended. Upon or before the Termination Date, the General Partner may in its sole discretion by written notice to the Limited Partner extend the Partnership term for up to three (3) additional one (1) year periods. + +The Fund shall dissolve early if SuperLayer Labs Partners I, L.P., a Delaware limited partnership, is dissolved. + +The Investment Period shall mean the period beginning on the Initial Closing Date and terminating upon the earlier of (i) the fourth (4th) anniversary of October 6, 2021 and (ii) the date the General Partner has determined, in its sole discretion, that at least eighty percent (80%) of the Committed Capital have been invested, used or reserved is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description The General Partner in its discretion may cause the Partnership to retain any proceeds realized on the sale or disposition of Securities for any purpose for which the General Partner would otherwise be authorized to draw down capital contributions under this Agreement and may, at the General Partner’s election, apply such retained proceeds to satisfy subsequent capital contribution obligations of the Partners. To the extent such proceeds are retained to satisfy capital contribution obligations of the Partners, such amounts so retained shall be treated as if they were distributed to the Partners, followed by their subsequent and simultaneous capital contribution of such amounts to the Partnership, thereby reducing the Unfunded Commitments of the Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Capital Contributions from description The Limited Partner shall contribute capital to the Partnership as requested by the General Partner upon not less than ten (10) business days’ written notice; + +Capital contributions by the Limited Partner to the Partnership shall be made in the form of USD or USDC, as requested by the General Partner, in its sole discretion. + +If, in the discretion of the General Partner, Partnership assets remain insufficient to fulfill (x) any indemnification obligation of the Partnership pursuant to paragraph 13.4, or (y) any obligation of the Partnership to return some or all of the amounts received by the Partnership with respect to a Portfolio Investment (whether in connection with a breach of representations or warranties or otherwise), the General Partner may recall distributions previously made to the Partners solely for the purpose of fulfilling or satisfying such an obligation or liability. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Distributions - Carry from description (i) First, to the Partners of the Partnership pro rata in accordance withsuch Partners’ unreturned Capital Contributions with respect to such Portfolio Investment until the aggregate amount distributed to such Partners equals their aggregate Capital Contributions with respect to such Portfolio Investment; and +(ii) Thereafter, (x) seventy percent (70%) to the Limited Partner and (y) thirty percent (30%) to the General Partner; is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Mandatory from description Within ninety (90) days after the end of each calendar year during the Partnership term (or as soon thereafter as is reasonably practicable after the Partnership is able to reasonably estimate the prior year’s taxable income), the Partnership shall distribute to the Partners in USD or USDC, as determined by the General Partner in its sole discretion, an amount up to the excess, if any of (a) the Applicable Tax Rate multiplied by the net taxable income allocated to the Partners as a result of the Partners’ ownership of an interest in the Partnership for such calendar year, over (b) all prior distributions made pursuant to this paragraph 6.4 or paragraph 6.5 during such calendar year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Distributions - Discretionary from description In addition to the distributions made pursuant to paragraph 6.4 above, the General Partner, in its sole discretion, may make distributions of USD, USDC or Marketable Securities, with respect to each Portfolio Investment. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description 12 months between initial closing date and final closing date. + +In the event that any Limited Partner increases their Capital Commitment, the amount of the Management Fee payable to the General Partner shall be increased as if the increased Capital Commitment had been made on the Initial Closing Date. The total amount of such increase shall be paid to the General Partner at the end of the quarter in which such Capital Commitment is increased. + +No other interest catch-up payment. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Permitted. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term General Partner Clawback from description After the final distribution of the assets of the Partnership among the Partners as provided in paragraph 9.4 and Article VI, with respect to the Limited Partner (other than any Defaulting Limited Partner), the General Partner shall contribute to the Partnership, and the Partnership shall, promptly following receipt, distribute to the Limited Partner, an amount equal to the greater of the amounts described in the following clauses (a) and (b): +(a) the amount by which the Limited Partner’s aggregate capital contributions to the Partnership exceeds the aggregate amount, if any, of distributions received by the Limited Partner and not returned by it pursuant to paragraph 3.3(c)(ii); and +(b) the amount (if positive) by which the aggregate distributions that the General Partner received and has not otherwise returned to the Partnership with respect to the Limited Partner in respect of the Carried Interest exceeds thirty percent (30%) of the Net Benefit over the life of the Partnership with respect to the Limited Partner; provided that the General Partner shall not be obligated to make capital contributions with respect to the Limited Partner pursuant to this paragraph 9.5 in excess of 100% of the net amount of Carried Interest distributions made to the General Partner with respect to the Limited Partner during the life of the Partnership and not otherwise returned to the Partnership or the Limited Partner by the General Partner (or its beneficial owners), minus aggregate Tax Amounts with respect to the Limited Partne is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Standard fund expenses provision. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Organizational Expenses from description The Partnership shall bear all organizational, syndication and marketing costs, fees, and expenses incurred by or on behalf of the General Partner or Management Company in connection with the formation and organization of the Partnership, the Partners Fund, the QP Fund, any other Parallel Fund and the General Partner (including the definitive agreements related thereto), including but not limited to Registrar filing fees and legal and accounting fees and expenses incident thereto; provided that the General Partner shall bear all such organizational expenses in excess of $150,000 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description Yes, see immediately below. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description The General Partner shall use commercially reasonable efforts to transmit to the Limited Partner within sixty (60) days after the close of each of the first three quarters of each fiscal year, a summary of acquisitions and dispositions of investments made by the Partnership during such quarter and a list of investments then held together with a valuation of the investments then held and a brief statement on the affairs of the Partnership during such quarter. + +Beginning with the fiscal year that ends December 31, 2022, the General Partner shall use commercially reasonable efforts to transmit to the Limited Partner within ninety (90) days after the close of the Partnership’s fiscal year, audited financial statements of the Partnership prepared in accordance with the terms of this Agreement, and a list of investments then held together with a valuation of the investments then held. + +The General Partner shall use commercially reasonable efforts to cause the IRS Form 1065, Schedule K-1 of the Partnership and any other tax information reasonably requested by the Limited Partner, to be prepared and delivered to the Limited Partner within ninety (90) days after the close of the Partnership’s fiscal year or as soon as reasonably practicable thereafter. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Withholding (6.6) from description See Section 6.6. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Exhibit A - Tax Allocations from description 1.3(d), 1.4 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description Fair market value. If the General Partner in good faith determines that, because of special circumstances, the valuation methods set forth in this Article XI do not fairly determine the value of a Security, the General Partner shall make such adjustments or use such alternative valuation method as it reasonably deems appropriate. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description The Fund will be a venture capital fund organized as a Delaware limited partnership. The Fund will be managed by its general partner, Atria Ventures GP I, LLC, a Delaware limited liability company (the “General Partner”). Christopher Leiter will be the initial managing member (the “Managing Member”) of the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description 1% is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description Year 1 3.0% +Year 2 3.0% +Year 3 2.5% +Year 4 2.5% +Year 5 2.0% +Year 6 1.5% +Year 7 1.5% +Year 8 1.0% +Year 9 1.00% +Year 10 0.5% +Extensions 0.5% + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description The management fee shall be reduced by directors’ fees or other compensation (in cash or securities) received by the General Partner or the Managing Member from a portfolio company, unless waived by the LP Advisory Committee. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description the period beginning on the Fund’s initial contribution date and ending on the earliest of (i) the fifth anniversary of the Fund’s initial contribution date, (ii) such time as funds equal to at least 70% of the Fund’s capital commitments has been invested in portfolio companies, used to pay expenses or reserved for future expenses or follow-on investments in portfolio companies is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description The Fund will have a ten-year term with two one-year extensions at the option of the General Partner. Thereafter, extensions will require the approval of a majority in interest of Limited Partners or the LP Advisory Committee. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description The General Partner may reinvest the proceeds from the disposition of investments so as to enable the Fund to invest an amount equal to up to 120% of capital commitments of the Partners in the securities of portfolio companies. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description See ""Closings"" below. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Carry from description See ""Distributions - Discretionary"" below. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Tax from description A portion of net recognized capital gains and net ordinary income sufficient to pay income taxes resulting from such gains and income may, from time to time and at the discretion of the General Partner, be distributed to the Partners in the proportions that such gains and income are allocated to the Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Discretionary from description All other distributions will be made to the Partners on a cumulative basis as follows: +(i) 100% to all Partners in proportion to their capital commitment percentages until they have received distributions (including tax distributions) equal to their aggregate contributed capital. +(ii) Thereafter, distributions will be made 80% to all Partners in proportion to their capital commitment percentages and 20% to the General Partner. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description Closings may occur at the discretion of the General Partner, provided that any subsequent closings shall occur no later than 12 months after the initial closing. The Limited Partners will contribute capital to the Fund in installments upon 10 days’ notice. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description At any time the General Partner may, in its discretion, make distributions in cash or distributions in kind of portfolio securities, with such distributions being made to all Partners in proportion to their capital commitment percentages. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description If at the time the Fund is liquidated the General Partner’s cumulative distributions (exclusive of the General Partner’s distributions in respect of the General Partner’s committed capital) exceed 20% of the Fund’s profits, the General Partner will refund such excess distributions; provided that the General Partner shall not be required to refund an amount in excess of the cumulative distributions (exclusive of the General Partner’s distributions in respect of the General Partner’s committed capital) received by the General Partner less taxes paid or deemed paid by the General Partner in respect of its carried interest. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description Merger Proceeds / Withholding – If the Fund, in connection with the disposition of an investment, is required to return all or a portion of the proceeds of such disposition, or there is a withholding obligation or other tax liability, the General Partner may require the Partners to return such amounts in accordance with the proportions in which such amounts were received from the Fund; provided, however, that without the consent of the LP Advisory Committee such obligation will not extend past the earlier of (a) 5 years from the date of the distribution of such proceeds and (b) 3 years from the date of the Fund’s final liquidating distribution. In such event, any such return shall be treated as a return of the original distribution and not as a new contribution to the Fund. +Indemnification – If the Fund incurs an indemnification obligation that exceeds the assets of the Fund, the General Partner may require the Partners to make contributions to the Fund in order to enable the Fund to satisfy such indemnification obligation. No Partner shall be required pursuant to such obligation to contribute an aggregate amount greater than the lesser of (a) 50% of the aggregate amount of distributions received by such Partner and (b) 33% of such Partner’s capital commitment to the Fund (provided, however, that the limitation provided in this clause (b) shall not apply with respect to the General Partner). In addition, no Partner shall be required to contribute pursuant to such obligation any amount in excess of the sum of (x) the aggregate amount of distributions received by such Partner during the two years prior to the earlier of (A) the date of the capital call notice received from the General Partner with respect to such contribution obligation and (B) the date of receipt of written notice from the General Partner that circumstances exist which could give rise to such a contribution obligation, plus (y) the aggregate amount of distributions received following the earlier of such dates. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Standard fund expense provision. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description Yes. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Sections from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocation of Profits and Losses from description 80% of cumulative net income will be allocated to all Partners (General and Limited) in proportion to their capital commitment percentages and an aggregate of 20% of cumulative net income will be allocated to the General Partner. Cumulative net losses (i.e., the excess of cumulative losses over cumulative income) will be allocated to the Partners (General and Limited) in proportion to their capital commitment percentages. To the extent that the allocation to the General Partner of a disproportionate share of the Fund’s net losses would exceed the amount of net income previously allocated disproportionately to the General Partner, such net losses instead will be allocated to the Limited Partners (“Contingent Loss”). Such Contingent Loss shall be restored to the extent of future net income that would otherwise be disproportionately allocated to the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Reports from description Limited Partners will receive within 90 days following the end of each year audited financial statements of the Fund. Summary financial information will be provided within 45 days of the close of each of the first three quarters of each calendar year. In addition, each Limited Partner will be provided annually with an IRS Schedule K-1 for the completion of federal income tax returns. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Fund is a series LLC managed by Assure FUnd Management II. Organizer is Companyon Ventures Management LLC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description Until the Outside Date, but subject to unlimited one-year extensions by the Manager. + +""Outside Date"" means the last day of the ten-year period beginning on the date of the Closing unless the Manager has extended that period in accordance with Section 10.2, in which case the ""Outside Date"" means the expiration of that extended period. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description Upon Closing, each participating Member shall make a Capital Contribution in an amount equal to its accepted Commitment (as defined in the Member's Subscription Agreement) in exchange for an Interest. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description Amounts initially apportioned to the Manager will be distributed to the Manager, and amounts initially apportioned to a Member will be distributed to that Member, in the following proportions and order of priority: +(a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution and then +(b) The Carry Percentage of the remainder to the Organizer (as defined in this Agreement), if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. + +Carry Percentage is 20%. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description following the Initial Closing, additional Interests may be issued for up to 6 months after the Initial Closing, after which no new Interests will be issued. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Permitted. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Uncontroversial list of expenses. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description Paid by the fund, no cap. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description No. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts (3.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocations of Net Income and Net Loss (Article VI) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Amounts Withheld (7.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Partnership Representative (9.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description No. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description The Fund will prepare and duly and timely file, at the Fund's expense, all tax returns required to be filed by the Fund. The Manager will send or cause to be sent to each Member within 90 days after the end of each Fiscal Year, or a later date as determined in the discretion of the Manager, information relating to the Fund as is necessary for the Member to complete its federal, state and local income tax returns that include that Fiscal Year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description No clause on provision of quarterly or annual reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description ""Fair Market Value"" of property means the amount that would be paid for that property in cash at the closing by a hypothetical willing buyer to a hypothetical willing seller, each having knowledge of all relevant facts and neither being under a compulsion to buy or sell, as determined by the Manager in good faith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: No. + +Is the management fee offset by any such placement fees: N/A, no fee. + + +NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Follow-On Investment Rights from description At times the Fund's investment in a Portfolio Company by its terms gives rise to preferential rights, requests to purchase additional shares in that Portfolio Company's future offerings, or a general right of first refusal (collectively, ""Follow- on Investment Rights""). The Fund hereby assigns and delegates all Follow-on Investment Rights to the Organizer. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or ""follow-on"" investments in that Portfolio Company, the Fund may make those follow on investments; provided, however, the Organizer may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making that follow on investment and may extend any investment opportunity to the Members at its own discretion. All decisions related to the exercise of these rights will belong to the Organizer and will be made at the Organizer's sole discretion. The Fund's Members acknowledge and agree that the rights described in this Section 4.12 are not actual rights or entitlements exercisable by the Fund or by any Member of the Fund. Each Member waives any right or remedy it may have in relation to the Organizer's exercise of these rights on behalf of the Fund. No action or inaction by the Organizer with respect to any Follow-on Investment Rights can be deemed to adversely impact any rights or entitlements vested in the Member by virtue of their beneficial ownership in the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term Fund Control Structure from description Delaware limited partnership with a Delware LLC as the General Partner is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description Subject to Section 5.19(a)(iii), the General Partner, its Affiliates and any GP Related Person (in their capacity as Limited Partners) may make a Capital Commitment (the “Sponsor Commitment”) on or prior to the Final Closing Date. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description (i) General. From the date of the Initial Closing throughout the remaining Term of the Partnership, the Partnership shall pay to the Management Company or its designee a quarterly fee (the “Management Fee”) The Management Fee shall be: (x) payable quarterly in advance, on the first day of each fiscal quarter of the Partnership (the “Management Fee Due Date”); and (y) pro- rated on a daily basis (payable immediately) at any time that there is an increase in a Limited Partner’s Capital Commitment; provided, however, that the portion of the Management Fee with respect to the period beginning on the Initial Closing and ending on the last day of the fiscal quarter in which the Initial Closing occurs shall be payable on the date of the Initial Closing. + +(ii) Management Fee Rate. + +(A) Except as otherwise agreed to in writing with the General Partner, subject to Section 5.8(c)(ii)(B), the Management Fee for each of the Partnership’s Fiscal Years (or portions thereof) shall be an annualized amount equal to 2.0% of each Limited Partner’s Capital Commitment (other than Limited Partners who are Affiliates of the General Partner) as of the first day of each such Fiscal Year (or portion thereof), and shall accrue commencing on the Initial Closing and continuing until the earliest of (1) the expiration or termination of the Investment Period, and (2) the occurrence of an uncured Key Person Event, and (3) the date on which management fees begin to accrue in respect of any Successor Fund. + +(B) Thereafter, until the expiration of the Partnership’s Term (including any extension thereof pursuant to Section 1.2), the Management Fee to be paid quarterly with respect to each Limited Partner will be reduced by 0.25% each year, but the Management Fee payable in respect of any Limited Partner will not in any event be reduced to less than 1.0%. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description If any GP Related Person receives Fees Subject to Offset, Management Fees subsequently payable by the Partnership to the Management Company shall be reduced with respect to each Limited Partner in proportion to its respective Capital Commitment by an aggregate amount equal to 100% of such Fees Subject to Offset (the “Management Fee Offset”). + +""Fees Subject to Offset"" = any fees paid by the Partnership to a placement agent and any transaction, commitment, break-up, advisory, syndication, guarantee, directors, officers, management and other fees paid by a Portfolio Company or prospective Portfolio Company as well as fees paid by third parties for facilitating transactions in Portfolio Securities that, in each case, would not, if earned directly by the Partnership, cause the Partnership to cease to qualify as an “investment partnership” within the meaning of Section 731(c)(3)(C) of the Internal Revenue Code, but in any event excluding any amounts applied to cover or reimburse any unreimbursed Partnership Expenses paid by the General Partner, the Management Company or any of their Affiliates relating to investments or proposed investments. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description the period beginning with the Initial Closing and continuing through the earlier of (a) the Close of Business at the fourth anniversary of the date of the Initial Closing; (b) the date on which the General Partner terminates the Investment Period by written notice to the Limited Partners; and (c) the date on which the Investment Period otherwise expires or terminates in accordance with the Agreement. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description The “Term” of the Partnership shall commence at the time of the Initial Closing and shall continue until the Close of Business on the 10th anniversary of the Initial Closing; provided, however, that the General Partner may, in its sole discretion, extend the Term of the Partnership for up to two consecutive one-year periods and thereafter for additional one-year periods with the consent of either the LPAC or a Majority-In-Interest of the Limited Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description Unless approved by LPAC or LP consent, the Fund cannot invest, over its entire term, in Portfolio Securities with an aggregate Cost Basis in excess of 115% of the aggregate Capital Commitments of the Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description Each Limited Partner, upon admission to the Partnership, shall be deemed to have made a Capital Commitment equal to the amount specified in its Subscription Agreement and accepted by the General Partner on behalf of the Partnership. Subject to Section 5.19(a)(iii), the General Partner, its Affiliates and any GP Related Person (in their capacity as Limited Partners) may make a Capital Commitment (the “Sponsor Commitment”) on or prior to the Final Closing Date. Except as specifically provided in this Agreement, the Capital Commitment of a Partner shall represent the maximum aggregate amount of cash and property that such Partner shall be required to contribute to the capital of the Partnership. + +Each Partner shall contribute 25% of its Capital Commitment upon its admittance to the Partnership. Except to the extent provided in Sections 2.7, 4.5 or 7.3 or in respect of in-kind contributions, as otherwise approved by the General Partner, all capital contributions shall be in cash, pro rata as provided below in this Section 2.2, as and when called from time to time in the sole discretion of the General Partner, in the amounts and at the time specified in a written notice (a “Capital Call”) delivered not less than 10 days prior to the date such contributions are required to be made to permit the Partnership to make investments and to pay the Partnership’s obligations and other liabilities, or to establish adequate reserves therefor (including, without limitation, Partnership Expenses and any indemnification obligations pursuant to this Agreement). The obligation of a Partner to satisfy its Capital Commitment shall be without interest (other than in the case of default as provided in Section 2.4). Capital contributions made pursuant to this Section 2.2 will be made by the Partners as follows: is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description (i) With respect to any specific distribution pursuant to this Section 4.1(b), the items of cash or in-kind Securities comprising such distribution shall be notionally apportioned among the Partners (including the General Partner in its capacity as a Partner, and the amount so apportioned to the General Partner shall be distributed to the General Partner) in proportion to their respective Sharing Percentages with respect to the applicable Portfolio Company or Short-Term Investment or, in all other cases, in proportion to their respective aggregate Capital Contributions. After such apportionment, on a separate basis for each Limited Partner, the amount apportioned to such Limited Partner (the “Preliminary Apportionment”) shall be distributed as follows: + +(A) First, 100% to such Limited Partner until such Limited Partner has received distributions in cash and/or in-kind Securities pursuant to this Section 4.1(b)(i)(A), in the aggregate over the Term of the Partnership, at least equal to its aggregate Capital Contribution. +(B) Next, (x) 80% to such Limited Partner, and (y) 20% to the General Partner. + +(ii) It is expressly understood that the distributions pursuant to Section 4.1(b) shall be made solely in respect of each Limited Partner on a separate basis, and without reference to any items apportioned and distributed to any other Partner (including the General Partner) in connection with (x) the operation of the Preliminary Apportionment or (y) the separate operation of Section 4.1(b)(i) in respect of any other Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Borrowing from description The General Partner may, in its sole discretion, cause the Partnership to (a) borrow money or otherwise incur indebtedness, or (b) make guarantees and grant security interests in and lien on and otherwise encumber its assets (including, without limitation, Unpaid Capital Commitments) for the purpose of funding investments in Portfolio Companies or for providing credit support to a Portfolio Company; provided that, outstanding borrowings by the Partnership shall not exceed, in the aggregate at the time such indebtedness is incurred, 15% of the aggregate Capital Commitments of the Partners. Solely for purposes of the preceding sentence, the amount of any third-party indebtedness guaranteed by the Partnership (including, for the avoidance of doubt, credit support to a Portfolio Company or any vehicle formed to effect the acquisition thereof) shall be treated as indebtedness of the Partnership. The Partnership shall further limit its borrowings to the extent required under Section 5.18. At the discretion of the General Partner, the Partnership and the Parallel Funds may provide cross-guarantees of their respective indebtedness. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Closings from description The General Partner may hold an Initial Closing of the Partnership and commence admitting Limited Partners upon its acceptance and approval of Subscription Agreements from Limited Partners evidencing aggregate Capital Commitments of at least $10 million. + +Thereafter, the General Partner may admit Additional Limited Partners or accept increases in the Capital Commitments of existing Partners, on the same terms as applied at the Initial Closing (subject to Sections 2.2(d) and 3.1(c), and provided that this Section 2.1(b) will not limit the ability of the Partnership or the General Partner to enter into side letters or similar agreements in accordance with Section 9.3), at one or more additional closings held not later than the Close of Business on the date that is 12 months after the Initial Closing (that the date on which the Partnership’s final closing occurs, the “Final Closing Date”). Notwithstanding any of the foregoing to the contrary, with the consent of a Majority-In-Interest of the Limited Partners, the General Partner may admit Additional Limited Partners or accept increased Capital Commitments from existing Limited Partners without regard to the restrictions set forth in this Section 2.1(b). Subject to the express provisions of this Agreement, the General Partner’s determination to admit any specific Person as a Limited Partner (or to deny such admission) shall be at the General Partner’s sole discretion. Any such additional Limited Partner shall be deemed admitted to the Partnership upon acceptance and approval of its Subscription Agreement by the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Late Charge from description Within 10 business days after an Additional Limited Partner is admitted to the Partnership, such Additional Limited Partner shall pay to the Partnership a “Late Admission Charge” equal to interest on its Additional Amount at the Prime Rate (determined as of the Close of Business on the date of such Additional Limited Partner’s admission), compounded daily, from the date(s) that such Additional Limited Partner would have been required to contribute the component portions of such Additional Amount if such Additional Limited Partner had been admitted at the Initial Closing; provided that, the General Partner may waive the Late Admission Charge payable by an Additional Limited Partner in the General Partner’s sole discretion. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description (a) Distributions may be made in cash or in-kind, as determined in the sole discretion of the General Partner. By notice to the General Partner, a Limited Partner may make an election regarding any or all non-cash distributions to such Limited Partner pursuant to this Agreement (an “In-Kind Distribution Election”). An In-Kind Distribution Election shall specify in reasonable detail acceptable to the General Partner the specific type, class or identity of non-cash assets to which such In-Kind Distribution Election relates and may include the additional election described in Section 4.4(c). An In-Kind Distribution Election may be revoked by the applicable Limited Partner, in whole or in part, at any time upon the General Partner’s actual receipt of notice to such effect; provided, however, that, except as otherwise approved by the General Partner in its sole and absolute discretion, an In-Kind Distribution Election shall not be revoked with respect to assets that have been delivered to an escrow account pursuant to this Section 4.4. + +(b) If the Partnership makes an in-kind distribution of non-cash assets to which a Limited Partner’s In-Kind Distribution Election relates, the applicable distributed assets shall not be delivered to such Limited Partner. Instead, such assets shall be delivered to an escrow account established by the General Partner for the benefit of such Limited Partner, with any fees and expenses incurred in connection with such escrow process being the sole responsibility of the requesting Limited Partner. The General Partner shall then promptly notify such Limited Partner thereof and use its reasonable efforts to promptly sell such assets and deliver the Net Sales Proceeds therefrom to such Limited Partner is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term General Partner Clawback from description (i) The obligations of the General Partner pursuant to this Section 7.3(e) will be calculated separately for each Limited Partner. + +(ii) If after giving effect to all contributions, distributions and allocations as of the completion of winding up of the Partnership (the “Determination Date”), the General Partner has received Carried Interest Distributions in respect of any Limited Partner as of the applicable Determination Date exceed 20% of (1) the sum of (x) the aggregate amount distributed to such Limited Partner pursuant to Section 4.1(b)(i), and (y) the aggregate amount of Carried Interest Distributions distributed to the General Partner with respect to such Limited Partner over (2) the aggregate Capital Contributions of such Limited Partner, then the General Partner will contribute to the Partnership, and the Partnership will, subject to the Act, distribute to such Limited Partner, an amount out of the amounts received by the General Partner as Carried Interest Distributions equal to 100% of such excess. Contributions pursuant to this Section 7.3 will not be treated as Capital Contributions for purposes of this Agreement. Notwithstanding the foregoing, the General Partner will not be obligated, with respect to such Limited Partner, to make aggregate contributions pursuant to this Section 7.3 in excess of the aggregate Carried Interest Distributions distributed to the General Partner in respect of such Limited Partner as of the Determination Date, less the tax liabilities of the General Partner (or its direct or indirect owners) with respect to distributions and allocations made in respect of such Carried Interest Distributions pursuant to this Agreement as of the Determination Date, as calculated using the highest marginal Federal and State income tax rate payable by individuals resident in California. Such tax liabilities will be determined in the same manner as prescribed for the determination of tax liabilities taking into account, among other things, the allocations made to the General Partner pursuant to Section 3 in respect of such Carried Interest Distributions, including Profits or Losses incurred through liquidation of the Partnership. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description Without regard to Section 4.5(a), at any time prior to the Termination of the Partnership, the General Partner may, upon not less than 10 days’ notice, in its sole discretion, require that the Partners return to the Partnership (in proportion to their respective shares of the distributions at issue, and inversely to the order of distributions made pursuant to Section 4.1) all or any portion of the distributions made to the Partners (including any distribution made to the General Partner under Section 4.1(b)(i)(B)) and not previously returned for the purpose of meeting such Partner’s share of (x) indemnification obligations arising under Section 8.2, or (y) any other liabilities of the Partnership, including the extent incurred in connection with indemnity, purchase price adjustment, tax or other obligations in connection with an investment, whether such obligations arise before or after the last day of the term of the Partnership, or with respect to any Partner, before or after such Partner’s withdrawal from the Partnership. To the fullest extent permitted by law, the General Partner shall not issue a notice pursuant to this Section 4.5(b) in respect of a distribution that was made more than three years prior to the earlier of (i) the date of such notice or (ii) the date upon which the General Partner notified the Limited Partners of a bona fide claim or threatened claim that, in the General Partner’s reasonable judgment, presents a realistic possibility of giving rise to such notice. To the fullest extent permitted by law, the aggregate obligation of each Limited Partner pursuant to this Section 4.5(b) shall in no event exceed 25% of such Limited Partner’s Capital Commitment. In determining the General Partner’s obligation to return distributions pursuant to Section 7.3(e) and this Section 4.5(b), the General Partner shall take both sets of provisions into account in good faith and, where a return is made under this Section 4.5(b) at such time as the General Partner’s obligations under Section 7.3(e) have been determined and satisfied, the General Partner will recalculate its obligation thereunder taking into account the return made by the Partners under this Section 4.5(b), and thereafter satisfy any such recalculated obligation which has not yet been satisfied. With respect to the return of a distribution that was made in-kind, each Limited Partner may, at its option, return either identical property or cash equal to the lesser of: (i) the Fair Market Value of such property at the time of distribution; or (ii) the Fair Market Value of such property at the due time of such return. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description 5.7(b) - outside of the placement agent fees (see the note further below), the fund expenses section is fairly standard is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description No org cap is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description Yes, as promptly as reasonably possible after each year is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocation of Profit & Loss - 3.1 from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Withholding - 3.3 from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions 4.1(a) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term ""Election by General Partner"" - 4.1(d) from description (i)The General Partner may, in its sole discretion, elect to receive less than the full amount of any distribution to which it is otherwise entitled under this Agreement with respect to one or more Limited Partners. + +(ii) Following one or more elections by the General Partner pursuant to Section 4.1(d)(i), the General Partner may, in its sole discretion, elect to receive an additional portion of any distribution pursuant to Section 4.1(b); provided, however, that in no event shall such additional portion: (A) equal or exceed an amount that, upon payment of such additional portion, would require the General Partner to make a payment under Section 7.3(e) if, immediately following such payment, the Partnership had fully liquidated and the General Partner’s capital contribution obligation calculated in accordance with Section 7.3(e) were fully due and payable; or (B) exceed, with respect to any single distribution to be made pursuant to Section 4.1(b), the lesser of: (x) one-third of the outstanding Suspended Distribution Amount (determined as of the time immediately preceding such distribution); and (y) one-third of the total amount to be distributed to the Partners in connection with such distribution. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description Within 90 days after the close of each Fiscal Year, the Partnership’s accountants shall provide to each Partner the Partnership information relating to such Partner required to be set forth on IRS Form 1065, Schedule K-1. Further, at the request and expense of any Limited Partner, the General Partner shall use reasonable efforts to: (i) provide such Limited Partner with other Partnership information required by such Limited Partner to comply with tax and other reporting obligations of such Limited Partner under applicable law; and (ii) assist such Limited Partner in applying for any available exemption, waiver, reduction or refund of or from taxes relating to such Limited Partner’s interest in the Partnership; provided, however, that in no event shall the General Partner be: (i) required to assist a Limited Partner in taking a tax or other reporting position that is inconsistent with the Partnership’s own reported position; or (ii) required or deemed to provide advice or counsel to a Limited Partner with respect to tax or any other legal matter. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description As promptly as is reasonably possible, but in any event within 45 days (though subject to reasonable delays in the event of the late receipt of any necessary financial statements from any Portfolio Company), after the close of each fiscal quarter (other than the final quarter of any Fiscal Year), the General Partner shall provide to each Partner a report (which need not have been audited) briefly summarizing the business activities and financial status of the Partnership, including: (i) the net worth of the Partnership and the value of each Partnership asset as reflected on the Partnership’s books; (ii) the Fair Market Value at the time of distribution of each asset distributed by the Partnership since the last statement containing such information; (iii) the Capital Account balance of such Partner; (iv) a brief description of each new investment made by the Partnership since the last statement containing such information; (v) a brief progress/status report on each of the Partnership’s investments; provided, however, that: (x) the information described in clause (v) of this sentence need not be provided to the Partners more than once during any semi-annual period; (y) the report described in this Section 5.9(c) need not be provided in respect of a short initial fiscal quarter of the Partnership; and (z) the General Partner shall in no event be required to furnish confidential or proprietary information of any Portfolio Company. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation - 5.10(a), (b), (c) and (d) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: Yes + +Reviewer instructions: If above response is ""No"", leave a comment in the ""Reviewer Comments"" column that (i) states that we must suggest adding the following language to the Fund's fund expenses provision in order for the fund to accept AL capital: ""syndication, private placement fee, or finder’s fees associated with the issuance of interests in the [Partnership // Fund]"" and (ii) suggests that the customer consult with their counsel to consider adding a related disclosure to the fund's PPM or Subscription Agreement, as applicable. + +Is the management fee offset by any such placement fees: Yes + +Reviewer Instructions: If above response is ""Yes"", we must request that the provision be changed in order for the fund to accept AL capital. + + +NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Exclusion from description (i) Notwithstanding anything to the contrary in this Agreement, the General Partner may exclude a particular Limited Partner from participating in all or any part of an investment if the General Partner determines in its sole discretion that (a) such Limited Partner’s participation (or in the case of an exclusion from part but not all of its participation, the part of its participation in question) in such investment is reasonably likely to cause a material delay, expense, or other adverse effect on the Partnership, any Portfolio Company, or any of their respective Affiliates, including a material increase in the risk or difficulty to the Partnership of consummating such investment; or (b) a reasonable likelihood exists that such Limited Partner’s participation (or in the case of an exclusion from part but not all of its participation, the part of its participation in question) in such investment would cause (x) a violation of, or non-compliance with, any law, regulation, governmental order, or a written internal policy to which such Limited Partner, the Partnership, the General Partner or any of their respective Affiliates, or any investment of the Partnership is subject, or (y) the imposition on a Portfolio Company or the Partnership of a materially burdensome regulatory or other legal requirement, or a material increase in the burden of compliance by a Portfolio Company or the Partnership with applicable regulatory or other legal requirements. The General Partner may, in its sole discretion, reduce the Capital Commitment of such Limited Partner that is excluded from participation in an investment by an amount equal to such capital contribution not made. +(ii) Upon any exclusion pursuant to this Section 2.2(g), any default or other failure of a Limited Partner to make a capital contribution when required hereunder, or any exclusion, default (if so determined by the General Partner) or other failure of an investor in a Parallel Fund from all or any part of an investment of such Parallel Fund, or if the actual capital contribution to be paid by a Partner changes after delivery of a Capital Call (due, for example, to a change in the amount or nature of the investment to be made by the Partnership), the General Partner may in its sole discretion, (a) in addition to and notwithstanding any other provisions to the contrary in this Agreement, make a capital contribution (either itself or through its Affiliates) to the Partnership equal to all or any portion of the unpaid (or paid and thereafter excused) obligation, (b) with respect to any such obligation not funded by the General Partner or its Affiliates, increase the capital contributions with respect to such investment from other Partners in proportion to, but not in excess of, their Unpaid Capital Commitments to the extent necessary to fund the unfunded portion as set forth in clause (a) above, and/or (c) increase the interest of a Limited Partner that is excluded from an investment under this Section 2.2(g) in future investments of the Partnership and such Limited Partner’s interest in the distributions with respect th is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Key Person Event from description During the Investment Period, if any of the Principal(s) has failed to devote sufficient time and effort to satisfy the Principal Time Commitment of Section 5.5(b) (a “Key Person Event”), the General Partner shall promptly provide notice thereof to the Limited Partners. Upon the occurrence of a Key Person Event, a Majority-In-Interest of the Limited Partners may place the Partnership in Limited Operations Mode. Once the Partnership has been placed in Limited Operations Mode pursuant to this Section 5.5(c), the Partnership may be released from such Limited Operations Mode only (x) if such Key Person Event is cured within 90 days; (y) via notice of waiver of such requirement to the General Partner by a 75%-In-Interest of the Limited Partners; or (z) a replacement Principal(s) is approved by the LPAC within 90 days following such Key Person Event, in which event the Investment Period will continue until its termination otherwise in accordance with this Agreement and without further regard to such Key Person Event. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Delaware Fund; GP is a Delaware LLC is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description equal to at least $250k is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description 2.5%/year of total capital commitments of all Partners for 4 years. Then each consecutive year after that, it is reduced by 0.5% (i.e., 2.0%, then 1.5%, then 1.0% etc.) is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset (6.9(d)) from description The Management Fee payable by the Partnership with respect to any Management Fee Year shall be reduced by an amount (such amount being referred to herein as the “Management Fee Offset”) equal to the Partnership’s share of the excess, if any, of (i) the amount of all Transaction Fees received or treated as being received in any year over (ii) the amount of any reimbursable Partnership Expenses or Organizational Expenses incurred by the General Partner, the Investment Manager, the Managing Partners, their Affiliates or any of their respective employees that have not been reimbursed pursuant to the terms of Section 6.5. If at the end of any Management Fee Year there remains any Management Fee Offset that has not been offset against the Management Fee, any such remaining amount shall be offset against the Management Fees payable in the next succeeding Management Fee Year or Management Fee Years such that the remaining Management Fee Offset is eliminated as quickly as possible; provided, however that the Management Fee or portion thereof paid in kind shall be valued pursuant to Section 10.5 and any Management Fee Offset applicable to the in kind portion of the Management Fee, shall be offset against the Management Fee on the later of (i) the conversion of such in kind portion of the Management Fee into cash or (ii) the termination of the Partnership. If, immediately prior to the final distribution of the assets of the Partnership as provided in Section 9.3(a)(iii), there is any remaining Management Fee Offset that has not yet been offset against the Management Fee, the Investment Manager shall pay any remaining excess to the Partnership, with such excess to be distributed to the Partners pursuant to the provisions of Section 5.2; provided, however, that a Limited Partner may elect not to receive its pro rata share of any such excess Management Fee Offset that is distributed immediately prior to liquidation. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period (aka Commitment Period) from description the earlier of (i) the fourth anniversary of the Initial Closing Date (unless extended for up to one year in the sole discretion of the General Partner) and (ii) the date a Successor Fund begins to accrue a management fee is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description 10 years, with up to two 1-year extensions with majority of LP consent is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital (5.1) from description Notwithstanding the foregoing or any other provision contained herein to the contrary, during the Commitment Period, the General Partner, may reinvest or retain for reinvestment Distributable Proceeds that constitutes profit (and not the return of Capital Commitments); provided, however, without the approval of the Majority of the Limited Partnership Interests, the preceding option to reinvest or retain for reinvestment Distributable Proceeds (i) shall be subject to Section 6.8 in all respects and (ii) shall not result in the Partnership having made cumulative investments with an aggregate Investment Cost in excess of 125% of the aggregate Capital Commitments of the Partners (the “Reinvestment Ceiling”). For purposes of calculating the Reinvestment Ceiling, (i) the reinvestment of proceeds from an investment in a Portfolio Company that is repaid, liquidated or disposed of (other than by conversion into equity but including a distribution in kind) within twelve (12) month of the investment date shall not be included toward the 125% limitation and (ii) the exchange or conversion of one security for another shall not be treated as a separate disposition and subsequent reinvestment. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions (3.2(d)) from description On the Initial Closing Date, each Partner shall contribute to the Partnership fifty percent (50%) of its total Capital Commitment unless otherwise determined by the General Partner. Thereafter, on the Next Funding Date, except as provided in Section 3.2(e), each Partner agrees to contribute to the Partnership the remaining fifty percent (50%) of its total Capital Commitment when and as called by the General Partner upon at least 10 business days’ notice is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Discretionary (5.2) from description (a) All distributions of Distributable Proceeds shall be distributed among the Partners in the following order and priority: (i) first, among all Partners in proportion to their respective Capital Percentages until each Partner has received cumulative distributions of Distributable Proceeds pursuant to this Section 5.2(a)(i) and Section 5.2(b) equal to its aggregate Capital Contributions; and (ii) thereafter, (x) 20% to the General Partner and (y) 80% to all Partners in proportion to their respective Capital Percentages. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Tax (5.3) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing (3.5(a)) from description If the General Partner shall determine, in its sole and absolute discretion, that funds are necessary to consummate an investment or to pay Partnership Expenses or the Management Fee prior to the time all or a portion of such funds are otherwise to be made available by the Partners, then the General Partner may borrow such funds or otherwise arrange financing in respect of such funds on behalf of the Partnership. Notwithstanding the foregoing, the General Partner intends, but is not required to, either (i) cause Capital Contributions to be required to be made by the Partners within ninety (90) days of such borrowing sufficient to repay such borrowing; or (ii) repay the amount of such borrowing within ninety (90) days; provided, however, that the Partnership may not borrow, issue debt obligations, provide guarantees or otherwise incur leverage in excess of fifteen percent (15%) of the Partnership’s aggregate Capital Commitments. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Closings; Late Admissions (3.2(a), (b), (g)) from description Cap on total commitments at $15M + +Unless waived by the GP, LPs admitted after the iniital closing pay an interest charge of prime rate + 3% + +12 months after the initial close, GP needs 2/3 LP vote to admit new LPs + +Up to the cap of $15M, additional closings can occur up to 18 months after initial closing. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions (5.6) from description (a)The General Partner may distribute freely tradable (as defined in Section 10.5(c)) Portfolio Securities in kind; provided, however, that (i) the assets distributed in kind shall be valued pursuant to Section 10.5, and the amount of such value shall be treated as Distributable Proceeds for purposes of applying the terms of this Agreement and (ii) in the event the General Partner receives distributions in kind, each Partner shall have the option to elect to receive such Partner’s pro rata portion of such in kind distributions. The timing of such in kind distributions shall be at the sole discretion of the General Partner taking into account, by way of example only, the relative maturity and market capitalization of the Portfolio Company. Upon such distribution for purposes of Capital Accounts, the Partnership shall be deemed to have realized Net Income or Net Loss as of the date of distribution as though such assets had been sold by the Partnership at such valuation. Any items of taxable income, loss or expense recognized by the Partnership resulting from such liquidation shall be allocated among the Partners in accordance with the allocation provisions of Article IV. +(b) Notwithstanding the foregoing, if a Limited Partner notifies the General Partner that the receipt by such Limited Partner of a Portfolio Security or other distribution in kind intended to be distributed under this Agreement would violate any law, regulation or order applicable to such Limited Partner, the General Partner will either vary the method of distribution or, as promptly as possible pursuant to the terms of this Section 5.6(b), sell the Portfolio Security on behalf of the affected Limited Partner and distribute the proceeds to the affected Limited Partner so as to avoid any such violation. Upon receipt of such notice from a Limited Partner, the General Partner shall cause such assets to be held in escrow and shall use reasonable efforts to cause such assets to be sold to a third party, who may be another Partner, for an amount equal to or exceeding the value thereof as of the date of sale, as determined in accordance with Section 10.5. If the General Partner is unable to sell such assets for such price within a reasonable time, it may, in its sole discretion, appoint an agent who shall use its reasonable efforts to dispose of such assets. Nevertheless, neither the General Partner nor the Partnership shall, under any circumstances, be liable to any Limited Partner for any losses or expenses incurred on behalf of such Limited Partner as a result of this Section 5.6(b), including, without limitation, any costs or expenses attributable to such sale. Any assets held in escrow by the General Partner pursuant to this Section 5.6(b) shall be deemed to have been distributed to the Limited Partner entitled to such assets, and, upon the sale or other disposition of such assets by the General Partner or other agent acting on behalf of such Limited Partner, the proceeds of such disposition (if any), net of all expenses attributable to such disposition, shall be distributed to such Limited Partner. No income, gains, losses or expenses attributable to any sale or other disposition occurring pursuant to this Section 5.6(b) shall affect the Capital Account of any other Partner, and all such items shall be deemed for all purposes to have been realized outside the Partnership by the Partner on whose behalf such sale or other disposition was undertaken. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback (9.3(c)) from description Notwithstanding Section 9.3(a)(iii), after the final distribution of the assets of the Partnership among the Partners as provided in Section 9.3(a)(iii), if the aggregate amount distributed to the General Partner pursuant to Section 5.2(a)(ii)(x), and treated as having been distributed pursuant to such sections pursuant to Section 5.3 (including any amounts distributed in accordance with such sections pursuant to Section 9.3(a)(iii)) is in excess of the Appropriate Distribution Amount (such excess being referred to as the “Excess Distributions”), the General Partner will make a Capital Contribution to the Partnership in the form of cash or freely tradable Securities (such Securities having a value determined pursuant to Section 10.5(a)) equal to the amount of such Excess Distributions and such amount will be distributed to the Limited Partners in proportion to their Capital Percentages upon 10 business days’ notice; provided, however, that the General Partner shall not be obligated to pay an amount in excess of the aggregate distributions it has received pursuant to Section 5.2(a)(ii)(x), and treated as having been distributed pursuant to such sections pursuant to Section 5.3 (including any amounts distributed in accordance with such sections pursuant to Section 9.3(a)(iii)) reduced by the General Partner’s Assumed Tax Liability (such maximum amount being referred to as the “Maximum Excess Distributions”). The General Partner’s “Assumed Tax Liability” shall mean the actual cumulative federal income tax liability of the beneficial owners of the General Partner in respect of cumulative allocations to the General Partner by the Partnership of Net Income and Net Loss and items thereof pursuant to Section 4.2 (excluding amounts allocated to the General Partner which are attributable to the General Partner’s Capital Commitment to the Partnership). To the extent any Partners are obligated to return distributions pursuant to Section 3.4(b) after the final distribution of the Partnership assets pursuant to Section 9.3(a)(iii), the terms of this Section 9.3(c) shall again be applied. The General Partner will cause each current and future member of the General Partner to agree that each such member shall be liable for the General Partner’s entire obligation to restore Maximum Excess Distributions pursuant to this Section 9.3(c), but only to the extent of such member’s proportionate share of such Maximum Excess Distributions. For these purposes, each such member’s proportionate share of the Maximum Excess Distributions shall be based on the ratio obtained by dividing the amount of the Excess Distributions received by such member by the total amount of Excess Distributions received by all members. The obligation of each current and future member of the General Partner described herein shall survive the termination of this Agreement and shall apply to such member regardless of whether he, she or it is still a member of the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term LP Clawback 3.4(b) from description Notwithstanding Section 3.4(a), if the Partnership incurs any liability for indemnification claims pursuant to Section 6.11 for which, in the judgment of the General Partner, the Partnership has insufficient funds to pay (after calling any Unfunded Capital Commitments), each Partner (including each Limited Partner), within five (5) days after written notice from the General Partner describing the nature and amount of such liability and stating each Partner’s share thereof, will contribute to the Partnership its pro rata share of such liability (based on the amount by which such Partner’s distributions from the Partnership would have been reduced if the amount to be returned to the Partnership by the Partners had been retained in the Partnership to pay such liability and had never been distributed to the Partners); provided, however, that the aggregate amount of all such contributions shall not exceed the lesser of (i) the aggregate amount previously distributed to the Partners or (ii) 10% of the aggregate Capital Commitments of the Partners; provided, further, that the obligation to so contribute any portion of an amount distributed by the Partnership shall terminate within two years after the date of such distribution; except with respect to potential or actual liabilities or losses stemming from claims that have been filed or threatened and of which such Limited Partner has been given notice at least 30 days prior to such applicable anniversary date. To the extent any Partners are obligated to return distributions pursuant to this Section 3.4(b), the terms of Section 9.3(c) shall be applied. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Fund Expenses (aka Partnership Expenses) from description Standard Fund Expenses is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description Standard Organizational Expenses is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit (10.4) from description As promptly as possible after the close of the Fiscal Year of the Partnership ending on December 31, 2022 and each Fiscal Year of the Partnership thereafter, but in no event later than 120 days after the end of each such year, the General Partner will transmit to the Limited Partners unaudited financial statements of the Partnership for such year (with the initial unaudited financial statements covering the partial 2022 Fiscal Year of the Partnership), which financial statements shall include (a) the assets and liabilities of the Partnership; (b) the Net Income or Net Loss of the Partnership; (c) the changes in cash flow of the Partnership; and (d) statements of the Capital Accounts of the Partners. In addition, the General Partner shall, within 90 days after the end of each Fiscal Year, supply all other information necessary to enable each Partner to prepare its federal income tax returns, specifically including each Partner’s respective Schedule K-1 from the Partnership. The General Partner shall also transmit to the Limited Partners, within 60 days after the close of each of the first three quarters of each Fiscal Year, unaudited financial statements of the Partnership, which financial statements shall include (i) the assets and liabilities of the Partnership; (ii) the Net Income or Net Loss of the Partnership; (iii) the changes in cash flow of the Partnership; and (iv) statements of the Capital Accounts of the Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocations (4.2) from description (a) Subject to the limitation in Section 4.3 and after giving effect to the special allocations provided in Sections 4.3, 4.4 and 4.5, Net Income for any Fiscal Year or other relevant period shall be allocated to the Capital Accounts of the Partners as follows: (i) first, among the Partners in proportion to and to the extent of the excess, if any, of the cumulative amount of Net Loss previously allocated to each Partner pursuant to Section 4.2(b)(ii) for all prior periods over the cumulative amount of Net Income allocated to each Partner pursuant to this Section 4.2(a)(i) for the current and all prior periods; and (ii) thereafter, (x) 20% to the General Partner and (y) 80% to the Partners in proportion to their respective Capital Percentages. + +(b) Subject to the limitation in Section 4.3 and after giving effect to the special allocations provided in Sections 4.3, 4.4 and 4.5, Net Loss for any Fiscal Year or other relevant period shall be allocated to the Capital Accounts of the Partners as follows: (i) first, (x) 20% to the General Partner and (y) 80% to the Partners in proportion to their Capital Percentages until the cumulative amount of Net Loss allocated pursuant to this Section 4.2(b)(i) for the current and all prior periods is equal to the cumulative amount of Net Income allocated to the Partners pursuant to Section 4.2(a)(ii) for all prior periods; and (ii) thereafter, among the Partners in proportion to their respective Capital Percentages. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Withholding (5.5) from description If the Partnership incurs any obligation to pay any amount in respect of taxes (including withholding taxes and any interest, penalties or additions to tax, and including any audit adjustments with respect to any of the foregoing) imposed on income of, gross proceeds or distributions made to any Partner, or if the amount of a payment or distribution of cash or other property to the Partnership is reduced as a result of tax withholding by other parties, any amount so required to be paid by the Partnership or reduction in amounts received by the Partnership with respect to such Partner (a “Tax Liability”) shall be treated for all purposes of this Agreement as if it had been (a) distributed to such Partner, if such Partner’s share of any cash distributions made concurrently by the Partnership is at least equal to the amount required to be withheld (in which case, if applicable, the amount withheld by the Partnership shall be remitted to the appropriate governmental authority), or (b) transferred to such Partner by the Partnership as a loan. The Partnership shall at all times be entitled to withhold from distributions or allocations to some or all of the Partners to discharge any such Tax Liability of the Partnership. The determination of whether the Partnership is required to pay a Tax Liability shall be made by the General Partner in its reasonable discretion after consultation with the Partnership’s tax advisor. In the case of a Tax Liability imposed on distributions, any amount withheld by the Partnership in respect of a Partner shall be treated as a portion of the distribution to which it most closely relates (as determined by the General Partner in its sole discretion). In the case of a Tax Liability imposed on allocations, any amount withheld shall be treated as a special distribution by the Partnership to such Partner on the date of the allocation to which it most closely relates (as determined by the General Partner in its sole discretion). Amounts treated as a loan to any Partner pursuant to this Section 5.5 shall be repaid by such Partner to the Partnership within 30 days after the Partnership delivers a written request to such Partner for such repayment which request may be made at any time before or after the termination of the Partnership; provided, however, that if any such repayment is not made, the Partnership, at the discretion of the General Partner, may (1) collect such unpaid amounts from any Partnership distributions that otherwise would be made to such Partner and/or (2) subtract from the Capital Account of such Partner, no later than the day prior to the Partnership’s final liquidating distribution, the amount of any such Tax Liability not so collected, in each case treating the amount so collected or subtracted as having been distributed to such Partner at the time of such collection or subtraction. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports (10.4) from description Annual -- As promptly as possible after the close of the Fiscal Year of the Partnership ending on December 31, 2022 and each Fiscal Year of the Partnership thereafter, but in no event later than 120 days after the end of each such year, the General Partner will transmit to the Limited Partners unaudited financial statements of the Partnership for such year (with the initial unaudited financial statements covering the partial 2022 Fiscal Year of the Partnership), which financial statements shall include (a) the assets and liabilities of the Partnership; (b) the Net Income or Net Loss of the Partnership; (c) the changes in cash flow of the Partnership; and (d) statements of the Capital Accounts of the Partners. + +K-1 -- the General Partner shall, within 90 days after the end of each Fiscal Year, supply all other information necessary to enable each Partner to prepare its federal income tax returns, specifically including each Partner’s respective Schedule K-1 from the Partnership. + +Quarterly -- The General Partner shall also transmit to the Limited Partners, within 60 days after the close of each of the first three quarters of each Fiscal Year, unaudited financial statements of the Partnership, which financial statements shall include (i) the assets and liabilities of the Partnership; (ii) the Net Income or Net Loss of the Partnership; (iii) the changes in cash flow of the Partnership; and (iv) statements of the Capital Accounts of the Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation (10.5) from description (a) In the event any assets in-kind are distributed pursuant to Section 5.6, the valuation of such assets for distribution purposes shall be at fair market value, and all such valuations shall be pursuant to methodologies approved by the General Partner (it being agreed that the valuation methods provided in Section 10.5(b) are deemed to have approval of the General Partner). + +(b) For distribution purposes, the following criteria shall be used for determining the fair market value of Securities that are freely tradable (as defined in Section 10.5(c)): (i) If traded on one or more one or more United States or foreign digital exchanges or quoted on the U.S. NASDAQ National Market, the value shall be deemed to be the Securities’ average of the trailing five days’ closing bid prices as reported in The Wall Street Journal or another publication or service nationally recognized in the United States that reports such data or, with respect to Digital Assets, the value shall be deemed to be such Digital Assets’ last reported sales price on the date of determination as reported on the website coinmarketcap.com or comparable widely recognizing pricing portal; (ii) If actively traded over-the-counter but not quoted on the U.S. NASDAQ National Market or on a decentralized exchange or for which market quotations are available, the value shall be deemed to be the average of the trailing five days’ closing bid prices of such Securities on the valuation date; and (iii) If there is no active public market, the General Partner shall make a determination of the fair market value pursuant to methodologies adopted by the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Removal (7.5) from description GP can removed for Cause upon 2/3 LP vote is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Key Person (3.2(f)) from description If a majority of the Managing Partners leave, 2/3 of the LPs can vote to terminate the Commitment Period is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Delaware LLC; Manager is Johnathan Podemsky is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description According to Schedule A, the Manager is putting $0 in is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description 2% is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description 10.1 Until all the assets are distributed or such later date as determined by the Manager is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description No later than two (2) business days in advance of the Company’s intended consummation of a Portfolio Investment, the Manager shall deliver notice thereof to each party whose Joinder shall have been accepted with respect thereto, identifying the expected date of the consummation of the Portfolio Investment, the identity of the Fund Administrator, and wire transfer instructions for delivery of funds in escrow. No later than one (1) business day in advance of the Company’s intended consummation of such Portfolio Investment, each such party shall deliver in escrow, by wire transfer of immediately available funds pursuant to such wire transfer instructions, the full amount of such party’s Subscription as reflected in such party’s accepted Joinder. At or immediately prior to the consummation of such Portfolio Investment, all such funds or a portion thereof, as determined by the Manager, shall be released. Upon and subject to the consummation of such Portfolio Investment, such party shall be deemed to have paid its Subscription in full, and shall be deemed admitted to the Company as a Member. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description Subject to first obtaining the approval of the Members Advisory Committee, which approval shall not be unreasonably withheld or delayed, the Manager shall cause the Company to make distributions of cash or other assets from time to time, provided however that (i) the Manager acknowledges its current intention to cause the Company to make distributions from time to time to the extent of its available cash, after establishing all such reserves as the Manager deems necessary or appropriate in his, her or its reasonable discretion in light of the Company’s expected liabilities, obligations, expenses and investment objectives, including without limitation expenses payable in accordance with Section 5.6, and (ii) upon a Liquidation Event, and subject to the terms of (d) below, the Manager shall cause the Company to distribute the cash proceeds therefrom (less such amounts as the Manager deems sufficient in its sole discretion to pay or make reserves for the Company’s then expected liabilities, obligations and expenses, including without limitation expenses payable in accordance with Section 5.6), and other assets as soon as reasonably practicable. Prior to the Company’s dissolution, to the extent it makes distributions of cash or other assets with respect to Investment Contributions, the Company shall first return each Member’s Unused Capital Contributions to such Member, and any remaining amount to be distributed shall be apportioned preliminarily among the Members pro rata in accordance with their Sharing Percentages in the Division whose Portfolio Investment is giving rise to the proceeds being distributed. All such capital contributions shall be aggregated with respect to each Division for each Member with a Sharing Percentage in such Division greater than zero and such amounts shall be distributed between such Member and the Manager as follows: + +(a) First, 100% to such Member until the cumulative amount distributed pursuant to this Section 7.1(a) is equal to the aggregate capital contributions made by such Member as of the date of such distribution for all Divisions in which such Member has made a capital contribution; and +(b) Thereafter, but subject to the terms of (c), 90% to such Member and 10% to the Manager (any such distributions to the Manager, “Carried Interest Distributions”). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description Following the closing of the initial subscriptions contemplated by 2.4, the Manager may cause one or more additional Members to be admitted to the Company at the Manager’s sole discretion. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description The Manager is hereby authorized, as it may reasonably determine, to make distributions to Members pursuant to Section 7.1 in the form of securities or other property held by the Company. In any non-cash distribution, the securities or property so distributed will be distributed among Members (or any subset of Members) in the same proportion and priority as cash equal to the fair market value of such securities or property would be distributed among Members pursuant to Section 7.1. Any distribution of securities shall be subject to such conditions and restrictions as the Manager determines are required or advisable to ensure compliance with applicable law and agreements, including execution by the Members of Transaction Documents. In furtherance of the foregoing, the Manager may require that Members execute and deliver such documents as the Manager may deem necessary or appropriate to ensure compliance with all federal and state securities laws that apply to such distribution and any further transfer of the distributed securities, and may appropriately legend the certificates that represent such securities to reflect any restriction on transfer with respect to such laws. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description 7.2 -- In order to (i) facilitate the distribution of cash or property received upon the sale or exchange of securities to the Members of any Division in circumstances in which the Company may have a continuing obligation to return all or some portion of such cash or property as a result of an indemnification or similar obligation on the part of the Company arising out of such sale or exchange transaction with respect to such Division, whether in connection with a breach of representations or warranties or otherwise, (ii) fund any other cost, expense, liability or obligation of the Company (including, without limitation, any indemnification obligation pursuant to Section 5.8) or (iii) facilitate the distribution in kind of securities, or cash or property received by the Company in connection with the sale or exchange of any securities or other assets underlying a Portfolio Investment, where the Company may have a withholding or other tax liability by reason of such distribution or such sale or exchange, the Manager may cause the Company to distribute cash or property to the Members (or to the Members of such Division, as applicable) subject to the requirement that cash or such property having an aggregate value (as determined on the date of return) equal to the value of such distribution (as determined on the date of distribution) be returned to the Company to satisfy such continuing obligation, upon not less than ten (10) days prior notice, at such times and in such amounts as shall be specified in one or more written notices issued by the Manager (a “Returnable Distribution”). The Manager shall provide notice to the applicable Members prior to causing the Company to make any Returnable Distribution. + +(b) except, can't return distributions that exceed the amount received by the member + +(c) except, can't return a distribution more than 2 years after the Fund's final distribution + +(d) except, can't return more than 3 years from the date of such distribution is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Fund Expenses from description Section 5.6 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description Standard, no cap is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description Yes + +9.4(a) -- As soon as practicable after the end of each fiscal year, the books of account of the Company shall be closed and a written report shall be made to each Member which shall include an audit report of a firm of independent certified accountants of nationally recognized standing selected by the Manager, setting forth a balance sheet of the Company as of the end of such year and a statement of income and expenses for such year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Withholding from description Notwithstanding any other provision of this Agreement, each Member hereby authorizes the Company to withhold and to pay over, or otherwise pay, any withholding or other taxes payable by the Company with respect to such Member or as a result of such Member’s participation in the Company. If and to the extent that the Company shall be required to withhold or pay any such withholding or other taxes with respect to a Member, such Member shall be deemed for all purposes of this Agreement to have received a distribution from the Company as of the time such withholding or other tax is required to be paid. In the event that the Company receives a payment in respect of which tax has been withheld, the Company shall be deemed to have received cash in an amount equal to the amount of such withheld tax, and each Member shall be deemed to have received as a distribution the portion of such amount that is attributable to such Member’s interest as equitably determined by the Manager. Any distribution deemed made to a Member pursuant to this Section 7.7 shall reduce the amounts each Member would otherwise be entitled to receive pursuant to Section 7.1. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocations from description Allocations. Income, gain, loss and expense (and items thereof) shall be allocated among the Capital Accounts of the Members with respect to each fiscal year, as of the end of such fiscal year, in a manner that as closely as possible gives economic effect to the provisions of Section 7.1, as reasonably determined by the Manager. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description Within ninety (90) days after the end of each fiscal year, the Manager shall use commercially reasonable efforts to cause to be delivered to each Person who was a Member at any time during such fiscal year all information necessary, in the sole and absolute discretion of the Manager, for the preparation of such Person’s federal income tax returns. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description As soon as practicable after the end of each fiscal quarter, or such shorter period as the Manager may determine, the Manager shall send to each Member a report (which need not be +certified) setting forth: +(i) a statement showing the Net Capital Appreciation or Net Capital Depreciation (as a percentage) of such Member’s Capital Account for such reporting period; +(ii) such Member’s Closing Balance for such reporting period; and +(iii) such other information as the Manager in its sole and absolute discretion +shall deem appropriate to advise each Member as to such Member’s investment. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description Whenever valuation of Company assets or net assets is required by this Agreement in connection with a distribution in kind of the securities of the Portfolio Investment or otherwise, the fair market value of such assets shall be determined by the Manager in good +faith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term ""Rollover"" - 7.1(d) from description If a Liquidation Event or SPAC Transaction shall be contemplated, and if pursuant to the terms of such proposed Liquidation Event or SPAC Transaction the Company shall be offered the opportunity to receive a portion of the proceeds in the form of securities or other assets of such New Entity in lieu of cash proceeds (a “Rollover”), then the Manager, to the extent possible, shall offer to those Members participating in the Division giving rise to such distribution the opportunity to receive, in lieu of entirely cash distributions pursuant to the foregoing provisions of this Section 7.1, the opportunity to receive a specified portion of their respective allocable distributions in the form of Sharing Percentages in a New Division corresponding to an indirect interest in such securities or other assets of such New Entity (structured to the extent possible in a manner which would not subject such Member to current income taxation with respect to such Rollover, and, for the avoidance of doubt, with such Rollover interests retained by the Company as a Portfolio Investment in such new Division), all as determined by the Manager in its reasonable discretion (each, a “Rollover Offer”). Any such Rollover Offer shall be as reflected in a written notice by the Company to each such Member (each a “Rollover Notice”), stating the portion of such distribution available to such Member as provided herein in the form of New Entity securities or other assets in lieu of cash (the “Rollover Portion”). By written notification to the Company within ten (10) days after the Rollover Notice is given, each such Member may irrevocably elect to receive such distribution either (i) as a Sharing Percentage in a New Division, established as provided in Section 3.5, with respect to the form and amount of such Rollover Portion designated in such Member’s Rollover Notice and with the Sharing Percentages for such New Division allocated among such Members in proportion to the amounts of their respective designated Rollover Portion amounts, and with the remainder of such distribution in cash, or (ii) one hundred percent (100%) in cash. For avoidance of doubt, to the extent the Company receives securities or other assets in a Rollover that cannot be converted to sufficient cash or otherwise be distributed to Members, such securities or assets shall be held in a New Division with applicable Sharing Percentages in a manner consistent with clause (i) above. In no event shall any assets allocated to a New Division pursuant to a Rollover Offer as provided above be deemed to have been distributed for purposes of this Section 7.1 or otherwise give rise to any Carried Interest Distribution unless and until such assets or their proceeds are subsequently distributed from such New Division in accordance with the terms hereof. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Fund is a series of its master, Ehcsor Holdings LLC. Manager is Kenneth Rosche, he is the Organizer as well. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description No Management Fee is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description ""Outside Date"" means the last day of the ten-year period beginning on the date of the Closing unless the Manager has extended that period in accordance with Section 10.2, in which case the ""Outside Date"" means the expiration of that extended period. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description No contributions beyond initial contribution. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description Amounts initially apportioned to the Manager will be distributed to the Manager, and amounts initially apportioned to a Member will be distributed to that Member, in the following proportions and order of priority: +(a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution ; and then +(b) The Carry Percentage of the remainder to the Organizer (as defined in this Agreement), if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. + +Carry Percentage = 0% is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description Except as provided in Article VIII, following the first Closing, additional Interests may be issued for up to 6 months after the first Closing, after which no new Interests will be issued. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Whenever a Distribution provided for in this Section 7.2 is payable in property other than cash, the value of the Distribution will be deemed to be the Fair Market Value of that property as determined in good faith by the Manager. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description None is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description None is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Standard list of fund expenses. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description All organizational and operating expenses of the Fund will be paid by the Fund (excluding any regulatory expenses, or other costs incurred by the Manager in connection with its daily operations, including but not limited to salary and other payments to employees or officers of the Manager). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description None is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocations of Net Income and Net Loss from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Amounts Withheld from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description None is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description The Fund will prepare and duly and timely file, at the Fund's expense, all tax returns required to be filed by the Fund. The Manager will send or cause to be sent to each Member within 90 days after the end of each Fiscal Year, or a later date as determined in the discretion of the Manager, information relating to the Fund as is necessary for the Member to complete its federal, state and local income tax returns that include that Fiscal Year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description No provision on quarterly or annual reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description ""Fair Market Value"" of property means the amount that would be paid for that property in cash at the closing by a hypothetical willing buyer to a hypothetical willing seller, each having knowledge of all relevant facts and neither being under a compulsion to buy or sell, as determined by the Manager in good faith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: No + + +Is the management fee offset by any such placement fees: N/A + + +NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Follow-On Investment RIghts from description At times the Fund's investment in a Portfolio Company by its terms gives rise to preferential rights, requests to purchase additional shares in that Portfolio Company's future offerings, or a general right of first refusal (collectively, ""Follow-on Investment Rights""). The Fund hereby assigns and delegates all Follow-on Investment Rights to the Organizer. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or ""follow-on"" investments in that Portfolio Company, the Fund may make those follow on investments; provided, however, the Organizer may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making that follow on investment and may extend any investment opportunity to the Members at its own discretion. All decisions related to the exercise of these rights will belong to the Organizer and will be made at the Organizer's sole discretion. The Fund's Members acknowledge and agree that the rights described in this Section 4.13 are not actual rights or entitlements exercisable by the Fund or by any Member of the Fund. Each Member waives any right or remedy it may have in relation to the Organizer's exercise of these rights on behalf of the Fund. No action or inaction by the Organizer with respect to any Follow-on Investment Rights can be deemed to adversely impact any rights or entitlements vested in the Member by virtue of their beneficial ownership in the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Custom Closing Flow Requirements from description No sub doc provided. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term Fund Control Structure from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description If there is a Suspension Period, management fee is reduced to 1%. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description Management Fee will now also be offset by any Organizational Expenses that exceed $300,000 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Carry from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Mandatory from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Discretionary from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Sections from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description 1% is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description (a) The Management Company (as defined in paragraph 8.1(b) (or as otherwise instructed by the General Partner) shall be compensated in advance on a quarterly basis for services rendered to the Partnership through the final dissolution of the Partnership, commencing on the Initial Closing Date, by the payment by the Partnership in cash to the Management Company (or as otherwise instructed by the General Partner) on the first day of each calendar quarter (or portion thereof) of a management fee (collectively, the “Management Fee”). The first day of each calendar quarter shall be January 1, April 1, July 1 and October 1, or on the next closest succeeding business day of each calendar quarter (each, a “Fee Date”). Value added taxes, to the extent applicable, will be added to any payments of the Management Fees. +(b) The Management Fee for each Fee Date shall be an amount equal to the aggregate Capital Commitments of all Limited Partners multiplied by the Management Fee Percentage. The “Management Fee Percentage” shall mean (i) during the Investment Period, 0.375% (i.e., 1.50% annually), and (ii) thereafter, 0.25% (i.e., 1% annually); subject to reductions as described below. Notwithstanding the foregoing, (i) the Management Fee for each of the Partnership’s first and last fiscal quarters shall be proportionately reduced based upon the ratio of the number of days in each such period bears to ninety (90), and (ii) an additional Management Fee shall be payable upon the date of admission or increase in Capital Commitment of any Additional Partner to reflect the increased Capital Commitments calculated as if such Additional Partner had been admitted to the Partnership as of the Initial Closing Date with a Capital Commitment equal to such Additional Partner’s Capital Commitment immediately following such admission or increase. The Management Company and the General Partner reserve the right, at their sole discretion, to waive the Management Fee or change the Management Fee Percentage in part or in whole with respect to any one or more Limited Partners (including Affiliates of the General Partner) without the Consent of, or notice to, any other Limited Partner. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Management Fee Offset from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description 14.9. Commitment Period. Commitment Period shall mean the period commencing on the Initial Closing Date and ending on the earlier of (i) the expiration of the Investment Period, and (ii) the date when 70% of the Partnership's Capital Commitments have been invested, committed, expended or reserved either for follow-on investments or to pay the Partnership's liabilities and expenses. + +14.12. Investment Period. Except as it may be suspended pursuant to paragraph 4.6, the Investment Period shall mean the period beginning on the Initial Closing Date and terminating upon the third anniversary of the Initial Closing Date. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description Standard term, but the extensions provision has been modified: + +The General Partner may, in its sole discretion by written notice to the Limited Partners, extend the Partnership's term by up to an additional one (1) year period, and upon the conclusion of the one (1) extension period, the General Partner may extend the Partnership's term by an additional one (1) year period with the consent of a the LPAC or Majority in Interest of the Limited Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Early Termination for Cause from description The Fund can be dissolved early upon a majority vote following a Cause Event: Cause Event shall mean either (i) a final conviction by a court of competent jurisdiction of the General Partner or the Management Company for actual fraud, embezzlement or any felony with a punishment under applicable law of over 3 years of imprisonment, or (ii) a verdict or judgment by a court of competent jurisdiction that the General Partner or the Management Company has willfully and materially breached this Agreement; provided however that if the position of the individual responsible for the Cause Event has been terminated and he/she is not holding any executive position in the Partnership, there shall be no Cause Event. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description The General Partner may at any time, in its sole discretion, (i) retain any assets otherwise available for distribution pursuant to paragraph 7.4, and/or (ii) recall any amounts previously distributed to the Partners pursuant to 10.6(c), and in each (i) or (ii) use such proceeds for investment in Securities of Portfolio Companies and/or payment Partnership's liabilities and expenses and/or making reserves for future Partnership liabilities and expenses, provided however, that the total cost of investments in all Portfolio Companies made by the Partnership, including from such re-invested amounts, shall not exceed 110% of the aggregate Capital Commitments to the Partnership. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Cashless Contributions from description 1. They made a deletion in 4.1 that is supposed to be in there when there are cashless contributions. + +2. Their GP commitment paragraph makes the cashless contributions optional, not set in stone. See below: +The General Partner, the Management Company, their respective Affiliates and employees and officers, and the Managing Directors and and/or any of their Affiliates (together, “GP Group”) shall have a Capital Commitment to the Partnership equal to at least 1% of the aggregate Capital Commitments of all Partners , on the same schedule as the Limited Partners’ capital contributions are made. The GP Group shall, on each date on which any Limited Partner makes a contribution to the capital of the Partnership, make a contribution to the capital of the Partnership such that the aggregate capital contributions made by the GP Group shall be equal to at least the product of the GP Group’s Partnership Percentage multiplied by the total contributable capital called by the Partners (including the GP Group) through such date (except with respect to Management Fees); provided, that the GP Group may make part of each capital contribution via a dollar-for-dollar reduction to the Management Fee payable pursuant to paragraph 6.1 in the manner set forth in paragraph 6.1(b). Any such reduction to the Management Fee pursuant to this paragraph 4.3 shall be deemed to be a capital contribution (each such deemed capital contribution, a “Cashless Contribution”) [To be confirmed by KPMG that cashless contributions on account of MF do not clash with the separation between MC and GP]. For the avoidance of doubt, the GP Group’s capital contributions deemed to have been made to the Partnership pursuant to this paragraph 4.3 shall reduce the GP Group’s undrawn Capital Commitment, but shall not increase the GP Group’s Capital Account and the GP Group, in connection with entering into this Agreement is irrevocably waiving an amount of management fee equal to the relevant share of its Capital Commitment deemed contributed pursuant to this 4.3. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description standard waterfall, 80/20. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description (d) The Partnership will not borrow money to fund its investments in Portfolio Companies or otherwise, except for short term borrowing of up to 12 months, in order to satisfy working capital needs of the Partnership. Without the approval of the LPAC or a Majority in Interest of the Limited Partners, the aggregate principal amount of the Partnership's indebtedness for borrowed money shall not, at any time, exceed 15% of the Partnership’s Capital Commitments. The Partnership and the General Partner may pledge their rights under this Agreement, with respect to any such borrowing, including without limitation the right of the General Partner to issue drawdown notices and to enforce remedies against a defaulting Partner. Nothing herein shall derogate from the ability of Portfolio Companies to borrow money and/or provide guarantees. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Closings from description $30m fund cap. + +1. Each such Additional Partner shall contribute, on or after the date of its admission or the acceptance by the General Partner of its Capital Commitment increase, an amount that results (after giving effect to the distributions in 6.2 (d)) in (i) the Additional Partner’s capital contribution (not including for this purpose any capital contribution with respect to the Management Fee) bearing the same ratio to its Capital Commitment as the capital contributions (not including for this purpose any capital contributions with respect to the Management Fee) of the other non-defaulting Limited Partners bear to their Capital Commitments, and (ii) the Additional Partner having contributed an amount with respect to the Management Fee as if its Capital Commitment (or with respect to an additional Capital Commitment by an existing Limited Partner, the additional Capital Commitment) had been in effect on the Initial Closing Date. Profits and losses will be specially allocated to Additional Partners as if they had been Limited Partners from the Initial Closing Date. . is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description Please see 10.6 - it has been overhauled. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description 1% cap, is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description Yes. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term 6.1(d) from description Please see deletion regarding allocations at the end of 6.1(d). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description 120 days is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description 11.3. Quarterly Management Updates. Beginning with the first fiscal quarter that ends after the Initial Closing Date, the General Partner shall use commercially reasonable efforts to transmit to the Limited Partners within sixty (60) days after the close of each fiscal quarter of each fiscal year, a management update regarding the Partnership's investment operations. Such reports shall not include any information that the General Partner determines the disclosure of which might result in the Partnership or the General Partner violating any obligation of confidentiality, whether pursuant to any contract or law. + +11.4. Annual Report; Financial Statements of the Partnership. Beginning with the fiscal year that ends after the Initial Closing Date, the General Partner shall use commercially reasonable efforts to transmit to the Limited Partners 270 days after the close of each fiscal year of the Partnership, audited financial statements of the Partnership prepared in accordance with the terms of this Agreement and otherwise in accordance with GAAP, including an income statement for the year then ended and a balance sheet as of the end of such year. The Limited Partners acknowledge that (a) the General Partner’s ability to timely deliver the annual reports required by this paragraph 11.4 may depend on the receipt by the Partnership of financial information from investment counterparties, and (b) the annual reports shall not include any information that the General Partner determines the disclosure of which might result in the Partnership or the General Partner violating any obligation of confidentiality, whether pursuant to any contract or law. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: No +But they are an organizational expense, subject to the 1% cap. + +Is the management fee offset by any such placement fees: No + + +NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Feeder Funds, Parallel Funds, AIVs and Subsidiaries (8.3(f)-(k)) from description Saving the spreadsheet and not pasting the provisions here. But we need to ensure, from a product perspective, that we can support these provisions. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Compulsory Withdrawal from description The General Partner may, by notice to any Limited Partner, force the sale of all or a portion of such Limited Partner’s interest or the withdrawal of a Limited Partner, and correspondingly reduce any unfunded Capital Commitment of such Limited Partner (on such terms as the General Partner reasonably determines), which may include leaving such Limited Partner obligated to make capital contributions with respect to Partnership Expenses, up to the amount of such Limited Partner's unfunded Capital Commitment at the time such unfunded Capital Commitment is so reduced, on such terms as the General Partner determines to be fair and reasonable, or take such other action as it determines to be fair and reasonable in the event that the General Partner determines or has reason to believe that: (i) such Limited Partner has attempted to effect a transfer of, or a transfer has occurred with respect to, any portion of such Limited Partner’s interest in violation of the Partnership Agreement, (ii) continued ownership of such interest by such Limited Partner is reasonably likely to cause the Partnership to be in violation of securities laws of the United States, Canada, Israel or any other relevant jurisdiction or the rules of any self-regulatory organization applicable to the General Partner, the Management Company or their respective affiliates, (iii) continued ownership of such interest by such Limited Partner may be harmful or injurious to the business or reputation of the Partnership, the General Partner or the Management Company, or may subject the Partnership or any Partners to a risk of adverse tax or other fiscal consequence, including without limitation, adverse consequence under ERISA, (iv) any of the representations or warranties made by such Limited Partner in connection with the acquisition of such Limited Partner’s interest was not true when made or has ceased to be true, (v) such Limited Partner’s interest has vested in any other person by reason of the divorce, bankruptcy, dissolution, incompetency or death of such Limited Partner, (vi) the Limited Partner’s continued ownership of its interest is reasonably likely to cause the Partnership to be required to register as an “Investment Company” under the Company Act, or (vii) it would not be in the best interests of the Partnership, as determined by the General Partner in its discretion, for such Limited Partner to continue ownership of its interest. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Custom Closing Flow Requirements from description -Page 4: Bank Account Information - Nichole: we collect all the bank/wire info we need in our closing flow, so I think this is fine. +-Page 4: Holding Interests for Another - Nichole: we address this through an LP rep that they've deleted on page 15. We do not ask a question on this in the closing flow, so I'd suggest stetting back the deleted rep and removing this question. If anyone can't make the rep, they can reach out to the GP and they will be accommodated as appropriate. +-Exhibit F - Nichole: Not sure if this stems from anything specific to Israel, but we do not ask these questions or collect this info/documentation in our standard flow, other than what is asked for in part 1. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description This fund has a somewhat unique structure. The fund manager will serve as fund lead and a management company that they are affiliated with will serve as ""Sub-Advisor"" in the documents. However, due to certain restrictions the Sub-Advisor entity is under in a foreign jurisdiction, the Sub-Advisor role in the fund will be meaningfully different. Rather than supervising the fund lead, the Sub-Advisor will provide advice to AngelList Advisors, who will supervise the fund lead and maintain discretion over the investment program. The exact structure may be subject to change to better accomodate the management company's regulatory goals. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description Anticipates about 2% of the fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description 2.5% over 10 years, paid quarterly in advance over 16 equal quarterly amounts. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description Standard rolling fund treatment is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description A quarter (typical rolling fund length) is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description 12 years, two one year GP deferrals is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description No recycle (typical rolling fund treatment) is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description Standard rolling fund treatment is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description Section 4.7 The distributions waterfall contemplates both carry step-ups and GP catchups, which I believe are now foundational terms. The language to effect both elements, however, was provided by the fund's counsel. We should review to ensure that our product works as this language lays out from both a product and a legal perspective. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Standard rolling fund treatment (and subject to VC fund limitations on borrowing) is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description Standard rolling fund treatment is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Standard rolling fund treatment is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description Standard rolling fund treatment is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description Standard rolling fund treatment is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Section 3.12 Other Expenses has been updated to include expenses of the Special Partner entity, which is atypical. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description Section 3.12 Other Expenses has been updated to include expenses of the Special Partner entity, which is atypical. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description No audit required is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Sections from description A removal of 4.2.2 that I don't super understand. I believe the intention is for the Fund Lead not to be considered a partner in any regard because all carried interest will be paid to the special partner and the fund lead won't be making a commitment in their personal capacity (i.e., it will either come from the Sub-Advisor or an estate planning vehicle). + +The fund's somewhat atypical advisory structure is dictated in large part by a desire to avoid being subject to SG tax. In the event that it becomes subject, the fund will be expected to pay the tax liability incurred. We'll contemplate that in a specific risk factor for the fund but want to flag for you if we think we need to do more here. + +Counsel requested that Section 10.4.1 be updated away from TMP. I've done so on my working doc. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description Standard rolling fund treatment is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description Standard rolling fund treatment is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description Standard rolling fund treatment is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description Standard valuation policy (which they want to view) but they have also removed the prohibition on real estate asset or development businesses in the excluded opportunity definition in Exhibit A. Would we be able to provide reporting on these assets? is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: [Yes] / [No] + +Reviewer instructions: If above response is ""No"", leave a comment in the ""Reviewer Comments"" column that (i) states that we must suggest adding the following language to the Fund's fund expenses provision in order for the fund to accept AL capital: ""syndication, private placement fee, or finder’s fees associated with the issuance of interests in the [Partnership // Fund]"" and (ii) suggests that the customer consult with their counsel to consider adding a related disclosure to the fund's PPM or Subscription Agreement, as applicable. + +Is the management fee offset by any such placement fees: [Yes] / [No] + +Reviewer Instructions: If above response is ""Yes"", we must request that the provision be changed in order for the fund to accept AL capital. + + +NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term Fund Control Structure from description Delaware LP. GP is a Delaware LLC. There will also be a management company. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description The General Partner, its Affiliates and/or the Principals will make aggregate commitment(s) to the Partnership equal to the less of (i) one hundred thousand dollars ($100,000) or (ii) two percent (2%) of Commitments. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description The Partnership will pay the General Partner or the Management Company a management fee (the ""Management Fee"") quarterly in advance at a rate equal to three and one half percent (3.5%) per annum (the ""Base Rate"") of aggregate Commitments of the Limited Partners. Notwithstanding the foregoing, commencing with the first fiscal quarter beginning after the third (3rd) anniversary of the fund, the Base Rate shall be reduced to one percent (1%) is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description One hundred percent (100%) of the net proceeds of any directors’ fees, including options, warrants and other non-cash forms of compensation, any consulting fees and/or any transaction fees, closing fees or break-up fees in connection with an investment or potential investment with respect to Portfolio Companies received by a Covered Person (collectively, “Offset Fees”) will be applied to reduce the Management Fees subsequently payable by the Limited Partners pro rata in accordance with the Limited Partners’ Capital Contributions, or in the case of a potential investment, in accordance with the Limited Partners’ Commitments. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description Capital calls may be required from time to time until the earlier of (x) five (5) years from the Initial Closing (the “Investment Period”); and (y) the affirmative vote of eighty percent (80%) in Interest of the Limited Partners to terminate the Investment Period. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description Ten (10) years after the Initial Closing, subject to extension by the General Partner, in its sole discretion, for up to two (2) additional one (l)-year periods, provided, that upon the conclusion of such extensions, the General Partner may extend the Partnership’s term for additional one-year periods with the prior consent of the Advisory Committee or a Majority in Interest of the Limited Partners; is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description In connection with the disposition of a Portfolio Company, or portion thereof, the General Partner shall be authorized to either (a) reinvest (or reserve for reinvestment) all or part of such proceeds up to an amount equivalent to the cost basis of the investment in such Portfolio Company, or use (or reserve) the proceeds equivalent to such amount for the payment of Partnership Expenses (including the Management Fee), or (b) make distributions to the Partners that increase each Partner’s Unfunded Commitment by an amount equal to the amounts distributed to it (and such amounts will be subject to recall by the Partnership for any purpose that Capital Contributions may be called). Notwithstanding the foregoing, the aggregate cost basis of all investments in Portfolio Companies made by the Partnership will not exceed one hundred and twenty percent (120%) of aggregate Commitments. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description The Partners shall make Capital Contributions to the Partnership in immediately available funds upon at least ten (10) Business Days’ notice; provided, that the General Partner may, and intends to, make an initial call of Capital Contributions on less than ten (10) Business Days’ notice at the Initial Closing. The General Partner will call Capital Contributions in accordance with and generally in proportion to the Partners respective Unfunded Commitments, subject to any adjustments pursuant to Section 3.1, and at such times and in such amounts as determined by the General Partner in its discretion for any Partnership Expenses and any other matter determined appropriate by the General Partner (the “Contribution Amount”); provided that if the General Partner calls Capital Contributions for the Management Fee, the General Partner will call Capital Contributions based on the Management Fee allocable to each such Limited Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description Each Limited Partner’s preliminary share of Available Proceeds will be further divided between such Limited Partner and the General Partner in the following priority and manner: +(i) First, one hundred percent (100%) to the Limited Partner until such time as the Limited Partner has received aggregate distributions pursuant to this Section 4.2(a)(i) equal to the Limited Partner’s share of (A) aggregate Capital Contributions for such Portfolio Company, (B) unrecouped losses from Portfolio Companies previously disposed of or written off and (C) allocable Partnership Expenses (as determined pursuant to Section 4.2(e) below); and +(ii) Thereafter, eighty percent (80%) to the Limited Partner and twenty percent (20%) to the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Borrowing from description The Partnership shall be permitted to incur debt (“Bridge Financing”) for any purpose for which Capital Contributions may be called under this Agreement, including, without limitation, to fund the investment in a Portfolio Company or pay Partnership Expenses, pending the satisfaction of a capital call issued pursuant to Section 3.1 or Section 3.2(a); provided that each Bridge Financing, and any other indebtedness, guarantee or leverage of the Partnership, is for a non-renewable term that is no longer than one hundred and twenty (120) days (which, for the avoidance of doubt, does not apply to any guarantee by the Partnership of obligations of a Portfolio Company, up to the amount of the Partnership’s investment in the Portfolio Company); provided, further that any Bridge Financing, together with any issuance of debt obligations, guarantees by the Partnership of obligations of a Portfolio Company or any other leverage incurred by the Partnership, shall not exceed fifteen percent (15%) of aggregate Commitments. Any interest earned and dividends paid with respect to such Bridge Financing will be treated as income from a Short-Term Investment and will not be subject to Section 4.2(a), and instead will be distributed in accordance with Section 4.2(b). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Closings from description the General Partner may admit to the Partnership additional Limited Partners agreeing to make Commitments in such amounts as the General Partner shall determine in its discretion. + +Each Limited Partner making a new or additional Commitment at a Subsequent Closing (such additional Limited Partner or, with respect to a Limited Partner making an additional Commitment, the Limited Partner to the extent of the increase in its Commitment, an ""Additional Limited Partner"") shall be subject to the same terms and conditions of the Partnership that apply to the Limited Partners at the Initial Closing. Notwithstanding the foregoing, an Additional Limited Partner, shall contribute at the time of its admission to the Partnership (or such other time determined by the General Partner): (i) the amount of Capital Contributions (other than Capital Contributions for the Management Fee) that the Additional Limited Partner would have made to date if admitted at the Initial Closing; (ii) the amount of Capital Contributions for Management Fees that the Additional Limited Partner would have made to date if admitted at the Initial Closing; (iii) unless otherwise waived or reduced by the General Partner, an additional amount, calculated like interest, on the amounts in clause (i) from the dates such contributions would have been made to the date that the Additional Limited Partner is admitted at a per annum rate equal to the prime rate plus 3.00% per annum; and (iv) unless otherwise waived or reduced by the General Partner, an additional amount, calculated like interest, on the amounts in clause (ii) as though such additional Partner had been admitted at the Initial Closing at a per annum rate equal to the prime rate plus 3.00% per annum. The amount contributed pursuant to Section 3.1(b)(iii) will be credited to the Capital Accounts of all existing Partners based on their Percentage Interest, and the amount contributed pursuant to Section 3.1(b)(ii) and Section 3.1(b)(iv) shall be distributed to the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Prior to the winding up and dissolution of the Partnership, the General Partner may distribute cash or Marketable Securities as distributions in kind. Upon the winding up and dissolution of the Partnership, the General Partner may also distribute any other securities or other property as distributions in kind pursuant to Section 12.3. In the event that a distribution of Marketable Securities or other securities or property is made, such securities or property shall be deemed to have been sold at their Fair Market Value measured on the date of such distribution and the available proceeds of such sale shall be deemed to have been distributed as Available Proceeds to the Partners pursuant to Section 4.2. Distributions of Marketable Securities and, upon winding up, liquidation and dissolution of the Partnership, distributions of any other securities or other property shall be made in proportion to the aggregate amounts that would be distributed to each Partner pursuant to Section 4.2, as determined by the General Partner in its discretion. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term General Partner Clawback from description As promptly as practicable (but not more than ninety (90) days) after the liquidation of the Partnership, the General Partner shall determine, with respect to each Limited Partner, whether (i) the amount by which such Limited Partner’s aggregate Capital Contributions exceeds any distributions received by the Limited Partner and not returned; and (ii) the amount of the aggregate distributions made to the General Partner, with respect to such Limited Partner, on account of its Carried Interest, exceeds an amount equal to 20% of the cumulative profits of the Partnership paid to such Limited Partner and the General Partner in respect of such Limited Partner. In the event there is an excess amount under clause (i) or clause (ii), the General Partner shall contribute to the Partnership for distribution to such Limited Partner an amount (the “Clawback Amount”) equal to the excess amount, or if there is an excess amount under both clauses (i) and (ii), the greater of two excess amounts. Notwithstanding the foregoing, in no event will the General Partner be required to restore, pursuant to this Section 4.9(a), more than the cumulative Carried Interest distributions received by the General Partner less taxes imposed on such amounts of allocations related thereto, determined using the Combined Tax Rate. Capital will be returned on a pro rata basis in accordance with the Carried Interest distributions received by the General Partner in respect of each Limited Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description Section 4.10 contains an LP clawback. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Fund Expenses from description Standard list of fund expenses. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description The Partnership shall bear all expenses incidental to the organization of the Partnership and related entities (the ""Organizational Expenses""), up to $100,000. The General Partner shall bear all Organizational Expenses in excess of $100,000, unless otherwise approved by the Advisory Committee or a Majority in Interest of the Limited Partners. Such Organizational Expenses include, without limitation, fees, costs and expenses related to the offering of Interests to prospective investors. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description No. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts (3.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions (4.4) from description Notwithstanding Section 4.2, but subject to the amount of Available Proceeds, with respect to each Fiscal Year, the General Partner is entitled to receive cash distributions from the Partnership (after taking into account any other distributions received by the General Partner in such Fiscal Year) in amounts sufficient to enable the General Partner and the members of the General Partner to discharge any tax liabilities (including estimated tax liabilities) arising as a result of the General Partner’s Carried Interest, determined by assuming the applicability of the Combined Tax Rate. Such distributions will reduce the distributions of Carried Interest to which the General Partner is otherwise entitled to pursuant to Section 4.2. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Withholding Taxes; Tax Payments (4.7) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Profit or Loss (6.1) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Loss Limitation (6.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Regulatory Allocations (6.3) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Allocations (6.4) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Other Allocation Rules (6.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Code Section 83 Safe Harbor Election (13.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term UBTI/ECI (13.7) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description The General Partner shall send to each Person who was a Partner at any time during such year an IRS Schedule K-l annually. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description The General Partner will use reasonable efforts to send to each Limited Partner annual financial statements within one hundred and twenty (120) days after the end of each fiscal year. For the first three quarters of each year, each Limited Partner will be furnished with unaudited financial statements, a statement of capital account and a schedule of new and existing investments. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description See Section 9.1. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: Yes, as an organizational expense (which are capped at $100K. + +Is the management fee offset by any such placement fees: No is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description The Fund is a Delaware series LLC. The Manager of the Fund is DP Equity Investments LLC, a Delaware LLC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period / Term from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description See ""closings"" - no capital contribution schedule. + +“Deemed Contribution” shall mean a Capital Contribution made by the Founder Investor that is deemed to have been made by or on behalf of another Member. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Carry from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Mandatory from description Except as otherwise provided herein, Available Cash of a Series shall be distributed promptly after receipt by the Series. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Discretionary from description Available Cash with respect to such Series shall be distributed among the Members in accordance with their Sharing Percentages in such Series; provided, however, that to the extent any Member’s Sharing Percentage is increased by way of a Deemed Contribution, such Member shall receive distributions pursuant to this Section 6.1 only to the extent such distributions exceed the distributions that would have been made to such Member with respect to such Series if, in determining the Sharing Percentages with respect to a Series, the Deemed Contributions with respect to such Member and such Series were treated as made by the Founder Investor, rather than by such Member. + +Notwithstanding anything contained herein to the contrary, with respect to each Interest held by a Member which is subject to a Distribution Threshold (a “Distribution Threshold Interest”), such Distribution Threshold Interest shall be entitled to share in distributions under Section 6.1 or Section 6.2 only after there has been distributed in distributions made after the issuance of such Distribution Threshold Interest on all other Interests (including any Interest with a lower Distribution Threshold) in which the Distribution Threshold Interest does not participate (taking into account all distributions pursuant to Section 6.1 and Section 6.2) an aggregate amount equal to the Distribution Threshold applicable to such Distribution Threshold Interest. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Return of Distributions from description Notwithstanding any other provision of this Agreement, the Manager may require the Members to return distributions to a Series in an amount sufficient to satisfy all or any portion of the indemnification obligations or other liabilities of such Series, whether such obligations or liabilities arise before or after the end of the term of the Series or, with respect to any Member, before or after such Member’s withdrawal from the Series. Each Member’s obligation to return distributions shall be calculated in proportion to their Sharing Percentage in respect of such Series. +The obligation to return distributions pursuant to this Section 9.6(h) shall be borne pro rata by the Members and the Manager, and shall be effected on a “last distributed, first returned” basis with respect to distributions. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Borrowing from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description Each Person who is a signatory to this Agreement, and each Person admitted as a Member of the Company pursuant to the terms of this Agreement, shall (i) be admitted to the Company and a Series as a Member in the discretion of the Manager after contributing capital to the Company (including, for the avoidance of doubt, through a Deemed Contribution) and such Series as set forth in the Member’s subscription agreement for an interest in the Company and such Series or executing a joinder agreement in accordance with Section 8.1 hereof, as applicable, and (ii) shall continue to be a Member of the Company and such Series until such Person ceases to be a Member in accordance with the provisions of this Agreement. The Founder Investor may, in its sole and absolute discretion, make one or more Deemed Contributions on behalf of any Member with respect to one or more Series. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Each Series will bear all other expenses incidental to its operations and business, including (i) fees and charges of custodians, (ii) income taxes, withholding taxes, transfer taxes and other governmental charges and duties, (iii) fees of any accountants, administrators, legal advisors and independent auditors providing services to the Company or such Series, (iv) the Series’ share of the cost of maintaining the Company’s registered office in Delaware and the annual return fee payable by the Company to the Secretary of State for the State of Delaware, (v) consultant and other services provider expenses deemed desirable in the sole discretion of the Manager, (vi) the cost of insurance premiums (if any), including, without limitation, the cost of director and officer liability insurance policies, (vii) the Manager’s travel, lodging and related expenses, (viii) due diligence, underwriting and other similar expenses, and (ix) all similar ongoing operational expenses. Each Series will pay or reimburse the Manager for all costs and expenses associated with the Company’s or such Series’ operations and with regard to its establishment, organizational and offering expenses. If a particular Company expense is incurred on behalf of a non-Series specific matter, then the expense will generally be allocated among the various Series of Interests of the Company pro rata based on relative Capital Contributions to each Series unless the Manager determines that some other method of allocation is more equitable. If a particular expense, on the other hand, is incurred on behalf of a specific Series, then the expense shall be allocated to such Series is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description The Company will furnish to each Member with copies of information received from the issuer of the securities held by the Series in which the Member is invested. Except as otherwise set forth herein, the Company shall not otherwise prepare financial reports (audited or unaudited) for its Members unless otherwise determined by the Members. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description The Company will furnish to the Members all information regarding the Company necessary to permit the Members to file their tax returns on a timely basis, including without limitation Schedule(s) K-1 for any taxable year as soon as practical. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Note, they've given the fund a series LP naming convention, but this doc is for a normal limited partnership, not a series limited partnership. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description (b) The Management Fee for each Fee Date payable to the General Partner (or the Management Company) shall be an amount equal to the aggregate Capital Commitments of all Limited Partners multiplied by the Management Fee Percentage. The “Management Fee Percentage” shall initially be 0.75% (i.e., 3.0% annually); subject to further reductions as described below. The Management Fee Percentage used in computing the Management Fee payable to the General Partner (or the Management Company) shall be reduced commencing on the first Fee Date following the fourth (4th) anniversary of the Activation Date to 0.375% (i.e., 1.5% annually) until the first Fee Date following the tenth (10th) anniversary of the Activation Date. The Management Fee Percentage used in computing the Management Fee payable to the General Partner (or the Management Company) shall be further reduced commencing on the first Fee Date following the tenth (10th) anniversary of the Activation Date (subject to the extension of the Partnership’s term pursuant to paragraph 10.1) to 0.125% (i.e., 0.5% annually) until the Partnership is dissolved and its affairs wound up. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description Except as it may be suspended pursuant to paragraph 4.6, the Investment Period shall mean the period beginning on the Initial Closing Date and terminating upon the fourth (4th) anniversary of the Activation Date, subject to the to the General Partner’s ability to extend the Investment Period for two (2) consecutive additional one (1)-year periods in its sole discretion and an additional consecutive one (1)-year period with the consent of a Majority in Interest of the Limited Partners, or such earlier date as determined by the General Partner following the satisfaction of the Successor Fund Test is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description During the Investment Period, the General Partner may, in its sole discretion, make any assets otherwise available for distribution pursuant to paragraph 7.5 available to be reinvested in Securities of Portfolio Companies in accordance with the terms of this Agreement; provided, however, the General Partner shall not reinvest an amount more than twenty percent (20%) of the aggregate Capital Commitments of the Partnership without the approval of a Majority in Interest of the Limited Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description Initial contribution upon admission of 20%. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Cashless Contributions from description Please see LPA Section 4.3. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description Notwithstanding paragraph 3.2(a), one or more Persons may be admitted to the Partnership as additional Limited Partners (“Additional Partners”) or existing Limited Partners may increase their Capital Commitments (such existing Limited Partners are referred to herein as Additional Partners for purposes of this Agreement to the extent of such Capital Commitment increase) with the consent of only the General Partner on or before [the date twelve (12) months following the Initial Closing Date] (the “Final Closing Date”)[, subject to the General Partner’s right to extend the Final Closing Date by an additional six (6) months in its sole discretion]; provided that after such admission (or Capital Commitment increase), the aggregate amount of capital committed to the Partnership and all Parallel Funds does not exceed eighty million dollars( $80,000,000). + +Late admission interest charge is used, 12% per annum is the figure. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description No (for now). + +Notwithstanding the foregoing, at the request of a Majority in Interest of the Limited Partners, and at the expense of the Partnership, the General Partner shall cause the financial statements of the Partnership to be audited in accordance with GAAP by a regional or nationally recognized accounting firm as soon as reasonably practicable. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Sections from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description (a) The General Partner shall use commercially reasonable efforts to cause IRS Form 1065, Schedule K-1, and any other tax information reasonably requested by a Limited Partner to be prepared and delivered to the Limited Partners as soon as reasonably practicable after the close of each fiscal year of the Partnership. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: Yes + +Is the management fee offset by any such placement fees: Yes is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Delaware limited partnership. GP is Delaware LLC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description 1%. + +(i) Effective as of the Initial Closing, the Management Company irrevocably elects to waive a portion of the Management Fee to which the Management Company is otherwise entitled under Section 6.8(c) by an amount equal to [75] percent of the General Partner’s Capital Commitment (the ""Cashless Capital Contribution Amount"") and, in lieu thereof, the General Partner shall be deemed to have satisfied a corresponding portion of its obligation to make capital contributions pursuant to Section 3.2(c). The waiver described in the preceding sentence shall be applied by reducing each payment of Management Fee otherwise payable to the Management Company by [20] percent until such time as the aggregate amount of such reductions equals the Cashless Capital Contribution Amount (with the amount of the last such reduction adjusted to the extent necessary so that the aggregate amount of such reductions does not exceed the Cashless Capital Contribution Amount). The Partnership's payment obligation with respect to the amount of each such reduction in the Management Fee shall be null and void. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description (A) The annual Management Fee rate initially shall be 4.0 percent of the aggregate Capital Commitments of the Limited Partners. Commencing with the first complete fiscal quarter following the fourth anniversary of the Initial Closing, the annual Management Fee rate shall 2.0 percent of the aggregate Capital Commitments of the Limited Partners. Commencing with the first complete fiscal quarter following the eighth anniversary of the Initial Closing through the tenth anniversary of the Initial Closing, the annual Management Fee rate shall 0.50 percent of the aggregate Capital Commitments of the Limited Partners. Thereafter, the Partnership shall not pay a Management Fee. +(B) In addition to the Management Fee otherwise payable to the Management Company under this Section 6.8(c), the Management Company shall receive a special payment of Management Fee at the time of each admission of an Additional Limited Partner or increase in the Capital Commitment of an existing Partner. Such special payment shall be equal to the excess of (x) the Management Fee that would have been payable by the Partnership to the Management Company through the Close of Business on the date immediately preceding such admission or increase if such admission or increase had occurred at the Earliest Initial Closing, over (y) the actual Management Fee payable by the Partnership through such time. In addition, the Management Company shall receive a portion of the Late Admission Charge as set forth in Section 3.2(b)(ii). +(C) To account for the fact that the Partnership does not pay any Management Fee with respect to the General Partner's Capital Commitment, and may pay no (or a reduced) Management Fee with respect to one or more Principal Limited Partners (any such foregone amount, a ""Management Fee Reduction""), the General Partner may, from time to time in its sole and absolute discretion, cause the Partnership to return Capital Contributions made by the General Partner and such applicable Principal Limited Partners to such Partners until, as of any time, such returned amounts are equal to the aggregate amount of Management Fee Reductions with respect to such Partners as of such time. To the extent any Capital Contributions are returned to the General Partner or a Principal Limited Partner pursuant to this Section 6.8(c)(ii)(C): (x) such returned amounts shall not be included in such Partner's aggregate Capital Contributions and shall not be treated as a credit against its obligation to make capital contributions in respect of its Capital Commitment, and (y) the return of such Capital Contributions shall not be treated as distributions by the Partnership. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description Notwithstanding the provisions of Section 6.8(c), if expenses which qualify as Partnership Expenses under clause (i) of Section 6.7(b) (other than indemnification and litigation expenses also described in clause (vi) of Section 6.7(b)) exceed $250,000, the Management Fee payable to the General Partner shall be reduced by an amount equal to such excess (with such reduction to be applied in ratable portions against the Management Fee payable over the four years following the date(s) on which such excess expenses are incurred). + +(A) If any GP Related Person receives Fees Subject to Offset, future Management Fees payable by the Partnership to the Management Company shall be reduced by an aggregate amount equal to 100 percent of such Fees Subject to Offset (the ""Management Fee Offset"") (starting with the fiscal quarter immediately following the receipt of any such Fees Subject to Offset). For purposes of this Agreement, ""Fees Subject to Offset"" shall mean transaction, commitment, break-up, advisory, syndication, guarantee, directors, officers, management and other fees paid by a Portfolio Company. Fees Subject to Offset shall not include directors fees received from a company that has issued publicly traded stock to the extent that such directors fees do not exceed the fees paid by such company to outside directors generally. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description Investment Period shall mean the period beginning with the Initial Closing and continuing until the Close of Business at the end of the fifth full Fiscal Year of the Partnership. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description The ""Term"" of the Partnership shall commence at the time of the Initial Closing and shall continue until the Close of Business on the 10th anniversary of the Initial Closing; provided, however, that the General Partner may extend the Term of the Partnership for up to two periods of one year each. Except as specifically provided in Section 8.1, the Partnership shall not be Dissolved prior to the end of its Term. + +GP and a majority in interest of LPs may elect to terminate the Fund early. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description Except as otherwise approved by the LP Advisory Committee or with the consent of a Majority-In-Interest of the Limited Partners, the General Partner shall not cause the Partnership to do any of the following: (iii) Invest, over its entire term, in Portfolio Securities with an aggregate Cost Basis in excess of 120 percent of the aggregate Capital Commitments of the Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description Standard capital contributions section. Cash only. + +Subsequent closings: (i) If an Additional Limited Partner is admitted to the Partnership after the Earliest Initial Closing, such Additional Limited Partner shall, at the time of its admission to the Partnership, make a capital contribution equal to the aggregate capital contributions that would have been due to the Partnership from such Additional Limited Partner pursuant to Section 3.2(a), taking into account any capital contributions returned pursuant to Section 3.9 and any adjustments the General Partner makes pursuant to Section 3.2(b)(v), if such Additional Limited Partner had been admitted at the Initial Closing. Within 10 days of an Additional Limited Partner's admission to the Partnership, such Additional Limited Partner shall pay to the Partnership a ""Late Admission Charge"" (not a capital contribution) equal to interest on the amount contributed pursuant to the preceding sentence at the Prime Rate (determined as of the Close of Business on the date of such Additional Limited Partner's admission), compounded daily, from the date(s) that such Additional Limited Partner would have been required to contribute the component portions of such amount if it had been admitted at the Initial Closing. At the election of the General Partner, any Late Admission Charge owed to the Partnership by a Limited Partner may be deemed paid to the Partnership through an offsetting reduction in such Limited Partner's Capital Account balance (and such Limited Partner shall not, in consequence, be required to make an additional payment or contribution to the Partnership in respect of such Late Admission Charge). Late Admission Charges received by the Partnership (other than those amounts described in Section 3.2(b)(ii)) shall be paid pro rata to and among all existing Partners as of immediately prior to the applicable Additional Limited Partner's admission to the Partnership (based on their respective aggregate capital contributions to the Partnership and the Parallel Funds). A Late Admission Charge shall not be considered an item of Profit allocable pursuant to Section 4, and the payment of such additional amounts to the existing Partners shall not be treated as a distribution pursuant to Section 5 (or otherwise decrease their respective Capital Account balances). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Carry from description See ""Distributions - Discretionary"" below. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Mandatory from description Tax to review Section 5.1 (Tax Distributions) is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Discretionary from description (iii) Next, on a separate basis for each Limited Partner, all remaining items apportioned to such Limited Partner pursuant to the Preliminary Apportionment shall be reapportioned between and distributed to such Limited Partner and the General Partner as follows. +(A) First, 100 percent to such Limited Partner until such Limited Partner has received distributions pursuant to this Agreement, in the aggregate over the term of the Partnership, at least equal to its aggregate Capital Contributions. +(B) Next, (x) 80 percent to such Limited Partner, and (y) 20 percent to the General Partner. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description (a) Except with regard to amounts borrowed for less than 120 days to satisfy short-term needs of the Partnership, the General Partner shall not cause the Partnership to borrow money. The Partnership shall not at any time borrow additional amounts if, as a consequence, the principal amount of the Partnership's indebtedness for borrowed money would exceed 10 percent of the total Capital Commitments of the Partners. The Partnership shall further limit its borrowings to the extent required under Section 6.18(f). At the discretion of the General Partner, the Partnership and the Parallel Funds may provide cross-guarantees of their respective indebtedness. +(b) The General Partner may, on behalf of the Partnership and/or for its own account, secure the payment of any indebtedness by mortgage, charge, pledge, lien or assignment of any interest in all or any part of the Partnership's assets (including its bank accounts) as well as the General Partner's right to serve capital call notices on the Limited Partners and the Partnership's right to receive payment of the Capital Commitments called pursuant to such capital call notices and all rights relating thereto; provided, however, that no mortgage, charge, lien, assignment, transfer, pledge or grant shall convey to the transferee recourse against any Limited Partner beyond the obligation of the Limited Partner to make payments in respect of its Capital Commitment as set forth in the Subscription Agreement and this Agreement. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Closings from description (i) The General Partner may hold an Initial Closing of the Partnership and commence admitting Limited Partners upon its acceptance and approval of one or more Subscription Agreements. Thereafter, the General Partner may admit Additional Limited Partners or accept increases in the Capital Commitments of existing Partners, on the same terms as applied at the Initial Closing (subject to Sections 3.2(b) and 4.1(c)), at one or more additional closings held not later than the Close of Business on the date that is 12 months after the Initial Closing. Notwithstanding the foregoing provisions of this Section 3.1(b), in no event shall the aggregate capital commitments of the limited partners (other than any GP Related Persons or their respective estate planning, wealth management and similar vehicles) to the Partnership and the Parallel Funds exceed $40 million. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description GP may distribute ""cash or property"" is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description If, after the allocation of all Profits and Losses of the Partnership pursuant to Section 8.3(c), the Capital Account balance of the General Partner is less than zero, the General Partner shall, prior to the application and distribution of the Partnership's assets pursuant to Section 8.3(d), contribute to the capital of the Partnership an amount of cash or property (but only property that was previously distributed to the General Partner or the Management Company by the Partnership) equal to the lesser of: (x) the amount necessary to increase its Capital Account balance to zero, or (y) the aggregate Carried Interest Distributions. At all times prior to completion of the distributions required to be made to the Limited Partners pursuant to Section 8.3(d), the governing documents of the General Partner shall impose upon the members of the General Partner an aggregate (but not ""joint and several"") obligation to make such payments as are necessary for the satisfaction of the General Partner's obligations under this Section 8.3(e); provided, however, that in no event shall the members of the General Partner, in the aggregate, be required to make payments in excess of the amount by which (x) the aggregate Carried Interest Distributions exceed (y) the aggregate capital contributions otherwise made by the General Partner pursuant to this Section 8.3(e). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description (a) At any time prior to the Termination of the Partnership, the General Partner may, upon not less than 10 days' notice, in its sole and absolute discretion, require that the Limited Partners return to the Partnership (in proportion to their respective shares of the distributions at issue) all or any portion of the distributions made to the Limited Partners and not previously returned; provided, however, that: (i) amounts returned by the Limited Partners pursuant to this Section 5.4(a) shall be applied by the Partnership solely to the satisfaction of (x) indemnification obligations arising under Section 9.2 or (y) obligations of the Partnership to make payments to third parties in respect of Portfolio Securities that have been sold or otherwise disposed of by the Partnership; (ii) the General Partner shall not issue a notice pursuant to this Section 5.4(a) in respect of a distribution that was made more than three years prior to the earlier of (x) the date of such notice or (y) the date upon which the General Partner notified the Limited Partners of a bona fide claim or threatened claim that, in the General Partner's reasonable judgment, presents a realistic possibility of giving rise to such notice; and (iii) the aggregate obligation of each Limited Partner pursuant to this Section 5.4(a) shall in no event exceed 50 percent of such Limited Partner's Capital Commitment. With respect to the return of a distribution that was made in-kind, each Limited Partner may, at its option, return either identical property or cash equal to the lesser of: (i) the Fair Market Value of such property at the time of distribution; or (ii) the Fair Market Value of such property at the due time of such return. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Standard fund expenses provision. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description Yes is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Sections from description Section 4.1(a)(i) - idle funds income is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Tax Sections from description Section 4.1(d) - Adjustment to capital accounts for distributions of property is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Sections from description Section 5.1(a) (Tax Distributions) is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Sections from description Section 6.8(d)(ii) is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Sections from description Section 6.18 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description Annual: As promptly as is reasonably possible after the close of each Fiscal Year (other than a short initial Fiscal Year of the Partnership, if such Fiscal Year includes less than 12 full calendar months), the General Partner shall cause an audit of the financial statements of the Partnership for such year to be made in accordance with GAAS and a corresponding report to be prepared in accordance with GAAP (but taking into account the Fair Market Value of Partnership assets), in each case by a firm of certified public accountants of regional, national, or international standing. The General Partner shall use commercially reasonable efforts to cause the Partnership's accountants to provide a copy of such report to the Partners within 90 days after the close of such Fiscal Year, which report shall include a statement of: (i) the assets and liabilities of the Partnership; (ii) the net Profit or Loss of the Partnership; and (iii) the Capital Account balance of such Partner. + +Quarterly: As promptly as is reasonably possible, but in any event within 45 days, after the close of each fiscal quarter (other than the final quarter of any Fiscal Year), the General Partner shall provide to each Partner a statement (which need not have been audited) showing: (i) the net worth of the Partnership and the value of each Partnership asset as reflected on the Partnership's books; (ii) the Fair Market Value at the time of distribution of each asset distributed by the Partnership since the last statement containing such information; (iii) the Capital Account balance of such Partner; (iv) a brief description of each new investment made by the Partnership since the last statement containing such information; and (v) a brief progress/status report on each of the Partnership's investments; provided, however, that: (x) the information described in clauses (iv) and (v) of this sentence need not be provided to the Partners more than once during any semi-annual period; (y) the statement described in this Section 6.9(c) need not be provided in respect of a short initial fiscal quarter of the Partnership; and (z) the General Partner shall in no event be required to furnish confidential or proprietary information of any Portfolio Company. + +K-1: The General Partner shall use commercially reasonable efforts to cause the Partnership's accountants to provide to each Partner, within 90 days after the close of each Fiscal Year, the Partnership information relating to such Partner required to be set forth on a United States tax form 1065, Schedule K 1. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Warehoused Securities from description (d) [Warehoused Securities. Notwithstanding Section 6.4(a), the General Partner is hereby authorized to cause the Partnership to purchase (directly or indirectly, such as via the purchase of a holding entity) ""Warehoused Securities"" from GP Related Persons. For this purpose, except as otherwise approved by the LP Advisory Committee, Warehoused Securities shall include only Securities: (i) listed on Schedule B; and (ii) purchased by the Partnership for a cash amount equal to the sum of: (A) either: (x) the seller's cost as determined in accordance with GAAP; or (y) the amount that would be the Cost Basis of such Securities if such Securities had been acquired by the Partnership in the same manner, and on the same terms, as the seller of such Securities; and (B) any actual interest expense incurred by the seller in respect of such Securities. Nothing in this Section 6.4(d), shall obligate the General Partner to cause the Partnership to purchase any Warehoused Securities.] is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Excused Investments from description The LPA contains a provision that permits excuse of a limited partner from specific investments (see 6.23). Too long to copy/paste, and not sure whether it matters because I don't think we permit this anyway. If further discussion with legal on this point is required or desirable, just let me (MF) know. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Valuation from description The General Partner shall value the Partnership's assets each time items of Profit or Loss are allocated pursuant to Section 4.1, upon the Dissolution of the Partnership, and whenever otherwise required by this Agreement or determined by the General Partner in its sole and absolute discretion. The General Partner shall also value distributed assets in accordance with the provisions of Section 4.1(d) and shall value, upon receipt by the Partnership, distributed assets that subsequently are returned to the Partnership. The General Partner's valuation of Partnership assets shall establish the ""Fair Market Value"" of such assets and shall be binding and conclusive for all purposes under this Agreement. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Series of Assure Labs 2021, LLC. Manager is Assure, Organizer is Tempo Ventures LLC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description 10 years with unlimited one year extensions by the Manager. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description All capital contributed. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description (a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution and then +(b) The Carry Percentage of the remainder to the Organizer (as defined in this Agreement), if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. + +0% carry. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Crypto Distributions from description For Distributions that include Digital Assets, the valuation of those Digital Assets will be made by the Manager, in good faith, on the basis of the Fair Market Value of those Digital Assets as of the Set Valuation Date. The Capital Accounts of the Members will be adjusted accordingly as the result of any Distribution in kind. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description Except as provided in Article VIII, following the Initial Closing, additional Interests may be issued for up to six months after the Initial Closing, after which no new Interests will be issued. In the event the Organizer elects for the Fund to pursue Follow-on Investment Rights pursuant to Section 4.13, the Manager may issue additional Interests pro rata pursuant to each Member's Interest in the Fund and in furtherance of raising enough capital for such Follow-on Investment Rights and any expenses related thereto. In accordance with this Section 4.4, however, no additional Members may be admitted to the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Permitted. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Reasonable fund expense provision. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description Paid by the fund, no cap. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts (3.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocations of Net Income & Loss (Article VI) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Amounts WIthheld (7.6) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description From time to time, as required, the Manager shall cause to be delivered to each Person who was a Member at any time during a Fiscal Year a Schedule K-1, along with such other information, if any, with respect to the Fund as may be necessary for the preparation of such Member's income tax returns, including a statement showing such Member's share of income, gain or loss, expense and credits for such Fiscal Year for federal income tax purposes. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description No clause on quarterly or annual reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description ""Fair Market Value"" of property means the amount that would be paid for that property in cash at the closing by a hypothetical willing buyer to a hypothetical willing seller, each having knowledge of all relevant facts and neither being under a compulsion to buy or sell, as determined by the Manager in good faith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: [Yes] / [No] + +Reviewer instructions: If above response is ""No"", leave a comment in the ""Reviewer Comments"" column that (i) states that we must suggest adding the following language to the Fund's fund expenses provision in order for the fund to accept AL capital: ""syndication, private placement fee, or finder’s fees associated with the issuance of interests in the [Partnership // Fund]"" and (ii) suggests that the customer consult with their counsel to consider adding a related disclosure to the fund's PPM or Subscription Agreement, as applicable. + +Is the management fee offset by any such placement fees: [Yes] / [No] + +Reviewer Instructions: If above response is ""Yes"", we must request that the provision be changed in order for the fund to accept AL capital. + + +NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Follow-on Investment Rights from description At times the Fund's investment in a Portfolio Company by its terms gives rise to preferential rights, requests to purchase additional shares in that Portfolio Company's future offerings, or a general right of first refusal (collectively, ""Follow-on Investment Rights""). The Fund hereby assigns and delegates all Follow-on Investment Rights to the Organizer. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or ""follow-on"" investments in that Portfolio Company, the Fund may make those follow on investments; provided, however, the Organizer may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making that follow on investment and may extend any investment opportunity to the Members at its own discretion. All decisions related to the exercise of these rights will belong to the Organizer and will be made at the Organizer's sole discretion. The Fund's Members acknowledge and agree that the rights described in this Section 4.12 are not actual rights or entitlements exercisable by the Fund or by any Member of the Fund. Each Member waives any right or remedy it may have in relation to the Organizer's exercise of these rights on behalf of the Fund. No action or inaction by the Organizer with respect to any Follow-on Investment Rights can be deemed to adversely impact any rights or entitlements vested in the Member by virtue of their beneficial ownership in the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Delaware LLC - Charge VC Fund II GP, LLC is the manager + +""Assure Fund Management II, LLC"" is listed as the Admin -- that should be removed is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description 10 years is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description Upon Closing, each participating Member shall make a Capital Contribution in an amount equal to its accepted ""Commitment"" (as defined in the Member's subscription agreement, the ""Subscription Agreement"") in exchange for an Interest. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description The Fund will first use available assets to repay outstanding debts and obligations, if any, of the Fund. Then, subject to Section 7.5, the Fund will make Distributions, at times and intervals as the Manager will determine but, in no event, earlier than the expiration of the Lock-Up Period in respect of Portfolio Company Securities to be distributed. Amounts initially apportioned to the Manager will be distributed to the Manager, and amounts initially apportioned to any Member will be distributed to that Member, in the following proportions and order of priority: + +(a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution; and then + +(b) The Carry Percentage of the remainder to the Organizer (as defined in this Agreement), if any; and the remainder to the Members, the Organizer, and the Manager, pro rata in accordance with Interests held by them. + + +""Carry Percentage"" = 20% is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description Except as provided in Article VIII, following the Closing, additional Members may be admitted to the Fund and no existing Members may be issued additional Interests. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Distributions in Kind. Any non-cash asset distributed to one or more Members will first be valued by the Manager at its Fair Market Value to determine the Net Income, Loss and special allocations that would have resulted if that asset had been sold for that value, which amounts will be allocated pursuant to Article 6, and the Members' Capital Accounts will be adjusted to reflect those allocations. The amount distributed and charged to the Capital Account of each Member receiving an interest in the distributed asset will be the Fair Market Value of that interest as determined in good faith by the Manager (net of any liability secured by the asset that the Member assumes or takes subject to). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description Any Member receiving a Distribution in violation of the terms of this Agreement shall return that Distribution (or cash equal to the net fair value of any property so distributed, determined as of the date of Distribution) promptly following the Member's receipt of a request to return the Distribution from the Manager or from any other Member. No third party will be entitled to rely on the obligations to return Distributions set forth in this Agreement or to demand that the Fund or any Member make any request for any return. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description (a) The Fund may retain amounts contributed by the Subscribers toward expenses of the Fund in an account in its name as needed. All organizational and operating expenses of the Fund will be paid by the Fund (excluding any regulatory expenses, or other costs incurred by the Manager in connection with its daily operations, including but not limited to salary and other payments to employees or officers of the Manager). + +(b) The Fund will pay (or reimburse the Manager or its affiliates for) or will be responsible for operating costs and expenses incurred by it or on its behalf, including (i) out-ofpocket expenses that are associated with disposing Portfolio Company Securities, including transactions not completed; (ii) extraordinary expenses, if any (such as certain valuation expenses, litigation and indemnification payments); (iii) interest on borrowed money, investment banking, financing and brokerage fees and expenses, if any; and (iv) expenses associated with the Fund's tax returns and Schedules K-1, custodial, legal and insurance expenses, any taxes, fees or other governmental charges levied against the Fund, (v) attorneys' and accountants' fees and disbursements on behalf of the Fund; (vi) insurance, regulatory or litigation expenses (and damages); (vii) expenses incurred in connection with the winding up or liquidation of the Fund (other than liquidation expenses permissible under Article X); (viii) expenses incurred in connection with the winding up or liquidation of the Fund (other than liquidation expenses permissible in the Operating Agreement), expenses incurred in connection with any amendments to the constituent documents of the Fund and related entities, including the Manager; and (ix) expenses incurred in connection with the distributions to the Members and in connection with any meetings called by the Manager is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description The Fund may retain amounts contributed by the Subscribers toward expenses of the Fund in an account in its name as needed. All organizational and operating expenses of the Fund will be paid by the Fund (excluding any regulatory expenses, or other costs incurred by the Manager in connection with its daily operations, including but not limited to salary and other payments to employees or officers of the Manager). + +No cap. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts - 3.2 from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocations - 6.1, 6.2, 6.3 from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Allocations - 6.4, 6.5 from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Withholding - 7.5 from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing (9.2) from description 90 days after year-end is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description The Manager will maintain all of the information required to be maintained by the Act at the Fund's principal office, with copies available at all times during normal business hours for inspection and copying upon reasonable notice by any Member or its authorized representatives for any purpose reasonably related to that Member's status as amember, including as applicable: + +(a) true and full information regarding the status of the business and financial condition of the Fund; +(b) promptly after becoming available, a copy of the Fund's federal, state and local income tax returns, if any, for each Fiscal Year; +(c) a current list of the full name and last known business, residence or mailing address of that Member and each Manager; +(d) a copy of this Agreement and all amendments, together with executed copies of (i) any powers of attorney and (ii) any other document pursuant to which this Agreement or any amendments have been executed or have been deemed to be executed; and +(e) true and full information regarding the amount of cash contributed by that Member and the date on which that Member became a Member. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description Any non-cash asset distributed to one or more Members will first be valued by the Manager at its Fair Market Value to determine the Net Income, Loss and special allocations that would have resulted if that asset had been sold for that value, which amounts will be allocated pursuant to Article 6, and the Members' Capital Accounts will be adjusted to reflect those allocations. The amount distributed and charged to the Capital Account of each Member receiving an interest in the distributed asset will be the Fair Market Value of that interest as determined in good faith by the Manager (net of any liability secured by the asset that the Member assumes or takes subject to). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: [Yes] / [No] + +Reviewer instructions: If above response is ""No"", leave a comment in the ""Reviewer Comments"" column that (i) states that we must suggest adding the following language to the Fund's fund expenses provision in order for the fund to accept AL capital: ""syndication, private placement fee, or finder’s fees associated with the issuance of interests in the [Partnership // Fund]"" and (ii) suggests that the customer consult with their counsel to consider adding a related disclosure to the fund's PPM or Subscription Agreement, as applicable. + +Is the management fee offset by any such placement fees: [Yes] / [No] + +Reviewer Instructions: If above response is ""Yes"", we must request that the provision be changed in order for the fund to accept AL capital. + + +NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Follow-on Investment Rights from description At times the Fund's investment in a Portfolio Company by its terms gives rise to preferential rights, requests to purchase additional shares in that Portfolio Company's future offerings, or a general right of first refusal (collectively, ""Followon Investment Rights""). The Fund hereby assigns and delegates all Follow-on Investment Rights to the Organizer. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or ""follow-on"" investments in that Portfolio Company, the Fund may make those follow on investments; provided, however, the Organizer may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making that follow on investment and may extend any investment opportunity to the Members at its own discretion. All decisions related to the exercise of these rights will belong to the Organizer and will be made at the Organizer's sole discretion. The Fund's Members acknowledge and agree that the rights described in this Section 4.12 are not actual rights or entitlements exercisable by the Fund or by any Member of the Fund. Each Member waives any right or remedy it may have in relation to the Organizer's exercise of these rights on behalf of the Fund. No action or inaction by the Organizer with respect to any Follow-on Investment Rights can be deemed to adversely impact any rights or entitlements vested in the Member by virtue of their beneficial ownership in the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Series LLC. Organizer is Hustle Fund I, GP, Manager is Assure. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description The Manager may, but is not required to, subscribe to the Fund and be admitted as a Member with a Member's Interest. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description None is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description None is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description ""Outside Date"" means the last day of the ten-year period beginning on the Effective Date unless the Manager has extended that period in accordance with Section 10.2, in which case the ""Outside Date"" means the expiration of that extended period. + +Fund will terminate on the Outside Date. Prior to a dissolution pursuant to Section 10.1, the Manager, in its sole discretion, may extend the period of time between the date of Initial Closing and the Outside Date by unlimited successive one-year periods. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description Upon Closing, each participating Member shall make a Capital Contribution in an amount equal to its accepted ""Commitment"" (as defined in the Member's subscription agreement, the ""Subscription Agreement"") in exchange for an Interest. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution; and then +(b) The Carry Percentage of the remainder, if any, to the Organizer (""Carried Interest""); and the rest of the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. + +Carry Percentage is 0%. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description Except as provided in Article VIII, +following the first Closing, additional Interests may be issued for up to 6 months after the first Closing, after which no new Interests will be issued. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Whenever a Distribution provided for in this Section 7.2 is payable in property other than cash, which may include Digital Assets, the value of the Distribution will be deemed to be the Fair Market Value of that property as determined in good faith by the Manager. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Reasonable fund expenses provision. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description No. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts (3.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocations of Net Income & Loss (Article VI) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Amounts WIthheld (7.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description The Fund will prepare and duly and timely file, at the Fund's expense, all tax returns required to be filed by the Fund. The Manager will send or cause to be sent to each Member within 90 days after the end of each Fiscal Year, or a later date as determined in the discretion of the Manager, information relating to the Fund as is necessary for the Member to complete its federal, state and local income tax returns that include that Fiscal Year is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description No clause on quarterly or annual reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description ""Fair Market Value"" of property means the amount that would be paid for that property in cash by a hypothetical willing buyer to a hypothetical willing seller, each having knowledge of all relevant facts and neither being under a compulsion to buy or sell, as determined by the Manager in good faith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: [Yes] / [No] + +Reviewer instructions: If above response is ""No"", leave a comment in the ""Reviewer Comments"" column that (i) states that we must suggest adding the following language to the Fund's fund expenses provision in order for the fund to accept AL capital: ""syndication, private placement fee, or finder’s fees associated with the issuance of interests in the [Partnership // Fund]"" and (ii) suggests that the customer consult with their counsel to consider adding a related disclosure to the fund's PPM or Subscription Agreement, as applicable. + +Is the management fee offset by any such placement fees: [Yes] / [No] + +Reviewer Instructions: If above response is ""Yes"", we must request that the provision be changed in order for the fund to accept AL capital. + + +NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Follow-on Investment RIghts from description At times the Fund's investment in a Portfolio Company by its terms gives rise to preferential rights, requests to purchase additional shares in that Portfolio Company's future offerings, or a general right of first refusal (collectively, ""Follow- on Investment Rights""). The Fund hereby assigns and delegates all Follow-on Investment Rights to the Organizer. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or ""follow-on"" investments in that Portfolio Company, the Fund may make those follow on investments in accordance with the limitations and restrictions on additional Interests and Members under Section 4.4; provided, however, the Organizer may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making that follow on investment and may extend any investment opportunity to the Members at its own discretion. All decisions related to the exercise of these rights will belong to the Organizer and will be made at the Organizer's sole discretion. The Fund's Members acknowledge and agree that the rights described in this Section 4.13 are not actual rights or entitlements exercisable by the Fund or by any Member of the Fund. Each Member waives any right or remedy it may have in relation to the Organizer's exercise of these rights on behalf of the Fund. No action or inaction by the Organizer with respect to any Follow-on Investment Rights can be deemed to adversely impact any rights or entitlements vested in the Member by virtue of their beneficial ownership in the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Delaware LP with Delaware LLC as general partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description At least 1%. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description Subject to paragraph 6.1(c), the Management Fee for each calendar quarter shall be an amount equal to one quarter of the Annual Fee Amount. The “Annual Fee Amount” shall be an amount equal to the Management Fee Percentage multiplied by the Committed Capital of the Limited Partners. The “Management Fee Percentage” shall be equal to two percent (2%) for the calendar quarters beginning prior to the fifth (5th) anniversary of the Initial Closing Date. Thereafter, for the balance of the Partnership’s term, and commencing with the first full fiscal year that begins after the end of the Investment Period, the Management Fee Percentage shall be reduced annually by ten (10) basis points (i.e., by 0.1% per annum). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description The Investment Period shall mean the period beginning on the +Initial Closing Date and terminating upon the fifth anniversary of the Initial Closing Date. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description The term of the Partnership commenced upon the date of the filing of the Certificate of Limited Partnership of the Partnership with the office of the Secretary of State of the State of Delaware (the “Commencement Date”) and shall continue until the tenth anniversary of the Initial Closing Date (the “Termination Date”), unless extended pursuant to paragraph 10.1 or sooner dissolved as provided in paragraph 10.2. + +Upon or before the Termination Date, the General Partner may in its sole discretion by written notice to the Limited Partners extend the Partnership term for up to two (2) additional one (1) year periods, and upon the conclusion of the two extension periods, with the consent of a Majority in Interest of the Limited Partners, the General Partner may extend the Partnership term for additional one (1) year periods. The Management Fee during any extension period shall be as set forth in Article 6. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description The General Partner in its discretion may cause the Partnership to retain any proceeds realized on the sale or disposition of Securities for any purpose for which the General Partner would otherwise be authorized to draw down Capital Commitments under this Agreement; provided that Capital Commitments reinvested by the Partnership shall not exceed 120% of aggregate Capital Commitments of the Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description Standard mechanics here. 100% contribution at the closing upon which an LP is admitted may be required by the GP. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions (7.4) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Withholding Obligations (7.6) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Discretionary from description In addition to the distributions made pursuant to paragraph 7.4 above, the General Partner, in its sole discretion, may make distributions of cash or Marketable Securities on a Portfolio Company by Portfolio Company basis as follows: +(i) First, if at the time of a proposed distribution the Limited Partners have not previously received aggregate distributions pursuant to paragraph 7.4 and this paragraph 7.5 or otherwise (with any in-kind distributions valued at the time of distribution in accordance with paragraph 12.1), equal to the Limited Partners' aggregate capital contributions to the Partnership (“Payback”), such distribution shall be made to all Partners in proportion to their respective Partnership Percentages until Payback is achieved. +(ii) Thereafter, such distribution shall be made: (1) eighty percent (80%) to all Partners in proportion to their respective Partnership Percentages and (2) twenty percent (20%) to the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description LPA contains a late-closing interest fee. Not sure if there will be additional closings/if this will matter, but need to point it out. It is waivable by GP. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Permitted. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description Standard GP clawback. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description Standard LP clawback. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Standard fund expenses provision. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description Standard provision, $500K cap. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description The books and records of the Partnership shall be kept in accordance with the provisions of this Agreement and otherwise in accordance with U.S. generally accepted accounting principles consistently applied (“GAAP”) or another recognized method of accounting, including without limitation tax basis accounting, and shall be audited at the end of every other fiscal year by an independent public accountant selected by the General Partner. The Partnership’s fiscal year shall be the calendar year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Article 5 - Partnership Allocations from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description Beginning with the fiscal year that ends December 31, 2021, the General Partner shall use reasonable efforts to transmit to the Limited Partners within one hundred twenty (120) days after the close of the Partnership’s fiscal year, financial statements of the Partnership prepared in accordance with the terms of this Agreement and otherwise in accordance with GAAP or another recognized method of accounting, including without limitation tax basis accounting, including an income statement for the year then ended and a balance sheet as of the end of such year, and a list of investments then held together with a valuation of the investments then held. + +The General Partner shall use commercially reasonable efforts to cause IRS Form 1065, Schedule K-1 and any other tax information reasonably requested by a Limited Partner, to be prepared and delivered to the Limited Partners within one hundred twenty (120) days after the close of the Partnership’s fiscal year. + +After the Investment Period and upon receipt of a written request from the General Partner, a Majority in Interest of the Limited Partners may waive any of the reporting requirements set forth in paragraph 11.3. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description Subject to the specific standards set forth below, the valuation of Securities and other assets and liabilities under this Agreement shall be at fair market value. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Both Fund and GP are Delaware limited partnerships. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description 1% is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description LPA references separate Management Agreement that sets forth the Management Fee. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description LPA references separate Management Agreement that sets forth the Management Fee. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description “Commitment Period” means the period from and including the Initial Closing Date to and including the date that is the earliest to occur of: (i) the date that is two years from the Final Closing Date, or such later date as may be determined by Special Resolution; (ii) the date that such period is deemed to have ended in connection with the occurrence of a Key Person Event and the subsequent failure of the remaining Principals to provide acceptable replacements and to obtain Limited Partner approval by Special Resolution thereafter within the requisite ninety (90) day timeframe in accordance with Section 11.1; and (iii) the date that the Partnership is terminated pursuant to Section 11.2(a); is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description Subject to any Extraordinary Resolution (75%) which may approve the extension of the term of the Partnership, the Partnership shall continue until the tenth (10th) anniversary of the Initial Closing Date (the “Initial Term”). Notwithstanding the foregoing, the General Partner shall be entitled to cause the term of the Partnership to be extended for up to a maximum of two (2) successive one (1) year periods (each such period, an “Extension Term”). Thereafter, the General Partner shall be entitled to cause the term of the Partnership to be extended upon the consent of Limited Partners by Ordinary Resolution. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description The General Partner may cause the Partnership to re-invest in additional Portfolio Investments any amount of Disposition Proceeds or Current Income received by the Partnership within five (5) years from the Initial Closing date. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description Standard capital calls provision. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description To GP only. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Discretionary from description (a) First, one hundred percent (100%) to the Limited Partner until the cumulative amount distributed to such Limited Partner in accordance with this Section 6.2(a) equals (without duplication) the Funded Commitment of such Limited Partner (which, for greater certainty, includes the amount of any Management Fee previously paid and attributable to such Limited Partner); +(b) Thereafter, +(i) eighty percent (80%) to the Limited Partner in respect of its Interest; and +(ii) twenty percent (20%) to the General Partner in respect of the General Partner Interest. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Permitted - see 8.2. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Closings from description Date of final closing to be determined by GP. + +(c) Any Person admitted as a Subsequent Closing Partner pursuant to Section 10.6(a) above shall be: +(i) treated as having been a party to this Agreement, and any such increased Commitment shall be treated as having been made, as of the Initial Closing Date for all purposes; +(ii) required to pay to the Partnership an amount equal to its proportionate share of all Partnership Expenses from the date of the filing of the Certificate and all Organizational Expenses whenever incurred (plus interest thereon at a rate determined by the General Partner); and +(iii) required to contribute its portion of all Capital Contributions used by the Partnership to fund Portfolio Investments made by the previously admitted Limited Partners from the Initial Closing Date as set forth in Article 3 (plus interest thereon at a rate determined by the General Partner). + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description the General Partner may in its sole discretion (but shall not be required to) make distributions of cash, property and securities to the Partners at any time and from time to time in the manner described in this Agreement. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Standard list of fund expenses. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Orgnizational Expenses from description $200,000 cap, after which these are paid by the GP/Mgmt. Co. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description No. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts (3.3) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Determination and Allocation of Profits and Losses (Article 5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Withholding (6.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Considerations (8.3) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description (i) within ninety (90) days after the end of each Fiscal Year financial statements (including a statement of each Partner’s closing Capital Account balance and a valuation of each Portfolio Investment in accordance with GAAP) for the Partnership for such Fiscal Year (which statements shall be unaudited unless the General Partner determines in its sole discretion to cause such statements to be audited), together with a statement of all distributions during such Fiscal Year and summary financial and other information relating to each Portfolio Company; +(ii) within ninety (90) days after the end of each Fiscal Year or as soon as reasonably practicable thereafter, a copy of Schedule K-1 to Internal Revenue Service Form 1065 (or any successor form and any state or local counterpart thereto), or equivalent information on a pro forma Schedule K-1, with respect to such Limited Partner’s Interest for such Fiscal Year; and +(iii) [within sixty (60) days after the end of the second fiscal quarter of each Fiscal Year (i) a reasonably detailed statement of Portfolio Investments, including a management report with respect to the Partnership’s activities, (ii) a statement of Capital Account activities and balances, (iii) a statement of allocations and distributions made by the General Partner pursuant to the terms of this Agreement, (iv) each Limited Partner’s Unfunded Commitment at such time, and (v) the General Partner’s assessment as to the current value of the Portfolio Investments prepared in accordance with reasonable market standards for portfolio valuations (with the first such report to relate to the quarter ended June 30, 2023).] [NTD: To be reviewed by AngelList.] + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description (a) a security which is traded on a published market shall be valued at the average of the closing prices on each trading day during the trading day period beginning five (5) trading days immediately prior, the day of, and ending the five (5) trading days immediately after the date of determination, or if no sales occurred on any such day, the mean between the closing “bid” and “asked” prices on such day; and +(b) all other securities shall be valued on such date by the General Partner in accordance with GAAP, taking into account the factors determined by the General Partner likely to affect the value + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Fund is an LLC managed by Assure FUnd Management II. Organizer is Dustin Zhang. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description Until the Outside Date, but subject to unlimited one-year extensions by the Manager. + +""Outside Date"" means the last day of the ten-year period beginning on the date of the Closing unless the Manager has extended that period in accordance with Section 10.2, in which case the ""Outside Date"" means the expiration of that extended period. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description Upon Closing, each participating Member shall make a Capital Contribution in an amount equal to its accepted Commitment (as defined in the Member's Subscription Agreement) in exchange for an Interest. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description Amounts initially apportioned to the Manager will be distributed to the Manager, and amounts initially apportioned to a Member will be distributed to that Member, in the following proportions and order of priority: +(a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution and then +(b) The Carry Percentage of the remainder to the Organizer (as defined in this Agreement), if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. + +Carry Percentage is 20%. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description following the Initial Closing, additional Interests may be issued for up to 6 months after the Initial Closing, after which no new Interests will be issued. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Permitted. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Uncontroversial list of expenses. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description Paid by the fund, no cap. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description No. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts (3.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocations of Net Income and Net Loss (Article VI) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Amounts Withheld (7.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Partnership Representative (9.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description No. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description The Fund will prepare and duly and timely file, at the Fund's expense, all tax returns required to be filed by the Fund. The Manager will send or cause to be sent to each Member within 90 days after the end of each Fiscal Year, or a later date as determined in the discretion of the Manager, information relating to the Fund as is necessary for the Member to complete its federal, state and local income tax returns that include that Fiscal Year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description No clause on provision of quarterly or annual reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description ""Fair Market Value"" of property means the amount that would be paid for that property in cash at the closing by a hypothetical willing buyer to a hypothetical willing seller, each having knowledge of all relevant facts and neither being under a compulsion to buy or sell, as determined by the Manager in good faith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: No. + +Is the management fee offset by any such placement fees: N/A, no fee. + + +NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Follow-On Investment Rights from description At times the Fund's investment in a Portfolio Company by its terms gives rise to preferential rights, requests to purchase additional shares in that Portfolio Company's future offerings, or a general right of first refusal (collectively, ""Follow- on Investment Rights""). The Fund hereby assigns and delegates all Follow-on Investment Rights to the Organizer. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or ""follow-on"" investments in that Portfolio Company, the Fund may make those follow on investments; provided, however, the Organizer may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making that follow on investment and may extend any investment opportunity to the Members at its own discretion. All decisions related to the exercise of these rights will belong to the Organizer and will be made at the Organizer's sole discretion. The Fund's Members acknowledge and agree that the rights described in this Section 4.12 are not actual rights or entitlements exercisable by the Fund or by any Member of the Fund. Each Member waives any right or remedy it may have in relation to the Organizer's exercise of these rights on behalf of the Fund. No action or inaction by the Organizer with respect to any Follow-on Investment Rights can be deemed to adversely impact any rights or entitlements vested in the Member by virtue of their beneficial ownership in the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Series LLC. Radicant Capital, LLC is the Manager and Organizer, Assure is the Administrative Manager. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description N/A. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description N/A - SPV is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description “Outside Date” shall mean the last day of the ten-year period beginning on the date of the Closing unless the Manager has extended such period in accordance with Section 10.2, in which case the “Outside Date” shall mean the expiration of such extended period. + +Prior to a dissolution pursuant to Paragraph 10.1, the Manager, in its sole discretion, may extend the period of time between the date of Closing and the Outside Date by unlimited successive one (1) year periods. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description N/A - SPV is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description All already contributed. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description First, to the Members who have made a Capital Contribution pursuant to paragraph 4.6, pro rata in accordance with Interests held by them, until each such Member has received aggregate distributions in an amount equal to such Member’s Capital Contribution; and then +(ii) The remainder to the Members, the Manager, the Special Manager and the Organizer, pro rata in accordance with Interests held by them. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description Admission of Members after Closing. Except as provided in Article VIII, following the Closing, no additional Members may be admitted to the Fund and no existing Members may be issued additional Interests. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Permitted. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Reasonable fund expenses provision. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description Included as a fund expense. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description No. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts (3.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocations of Net Income & Loss (Article VI) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Amounts WIthheld (7.4) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description Tax Reports. The Fund shall prepare and duly and timely file, at the Fund’s expense, all tax returns required to be filed by the Fund. The Manager shall send or cause to be sent to each Member within ninety (90) days after the end of each Fiscal Year, or such later date as determined in the discretion of the Manager, such information relating to the Fund as is necessary for the Member to complete its federal, state and local income tax returns that include such Fiscal Year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description No clause on quarterly or annual reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description “Fair Market Value” of property means the amount that would be paid for such property in cash at the closing by a hypothetical willing buyer to a hypothetical willing seller, each having knowledge of all relevant facts and neither being under a compulsion to buy or sell, as determined by the Manager in good faith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: [Yes] / [No] + +Reviewer instructions: If above response is ""No"", leave a comment in the ""Reviewer Comments"" column that (i) states that we must suggest adding the following language to the Fund's fund expenses provision in order for the fund to accept AL capital: ""syndication, private placement fee, or finder’s fees associated with the issuance of interests in the [Partnership // Fund]"" and (ii) suggests that the customer consult with their counsel to consider adding a related disclosure to the fund's PPM or Subscription Agreement, as applicable. + +Is the management fee offset by any such placement fees: [Yes] / [No] + +Reviewer Instructions: If above response is ""Yes"", we must request that the provision be changed in order for the fund to accept AL capital. + + +NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Follow-On Investment RIghts from description At times the Fund’s investment in the Portfolio Company by its terms gives rise to preferential rights or requests to purchase additional shares in the Portfolio Company’s future offerings. The Fund hereby assigns and delegates all such rights to the Organizer. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or “follow-on” investments in the Portfolio Company, the Fund shall not make such follow on investments; provided, however, the Organizer may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making such follow on investment and may extend any such investment opportunity to the Members at its own discretion. No action or inaction by the Organizer with respect to any Pro-Rata Rights can be deemed to adversely impact any rights or entitlements vested in the Member by virtue of their beneficial ownership in the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term Fund Control Structure from description Series of Assure Labs 2021, LLC. Manager is Assure, Organizer is Kube Holdings Limited, a UAE foreign corporation. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description The Organizer will receive a management fee as outlined in the Advisory Agreement. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description 10 years with unlimited one year extensions by the Manager. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description All capital contributed. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description (a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution and then +(b) The Carry Percentage of the remainder to the Organizer (as defined in this Agreement), if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. + +20% carry. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, the Manager may cause the Fund to enter into a loan agreement in which funds are repaid or converted into an Interest even if such conversion causes a Member to be admitted after the date in Section 4.4 as long as the loan is made to the Fund prior to the date in Section 4.4 and all Members acknowledge that such admittance or loan agreement could impact their Distributions or dilute their Interests in the Fund is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Closings from description Except as provided in Article VIII and Section 5.10, following the Initial Closing, additional Interests may be issued for up to 6 months after the Initial Closing, after which no new Interests will be issued. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Permitted. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Reasonable fund expense provision. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description Paid by the fund, no cap. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts (3.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocations of Net Income & Loss (Article VI) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Amounts WIthheld (7.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description The Fund will prepare and duly and timely file, at the Fund's expense, all tax returns required to be filed by the Fund. The Manager will send or cause to be sent to each Member within 90 days after the end of each Fiscal Year, or a later date as determined in the discretion of the Manager, information relating to the Fund as is necessary for the Member to complete its federal, state and local income tax returns that include that Fiscal Year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description No clause on quarterly or annual reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description ""Fair Market Value"" of property means the amount that would be paid for that property in cash at the closing by a hypothetical willing buyer to a hypothetical willing seller, each having knowledge of all relevant facts and neither being under a compulsion to buy or sell, as determined by the Manager in good faith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: [Yes] / [No] + +Reviewer instructions: If above response is ""No"", leave a comment in the ""Reviewer Comments"" column that (i) states that we must suggest adding the following language to the Fund's fund expenses provision in order for the fund to accept AL capital: ""syndication, private placement fee, or finder’s fees associated with the issuance of interests in the [Partnership // Fund]"" and (ii) suggests that the customer consult with their counsel to consider adding a related disclosure to the fund's PPM or Subscription Agreement, as applicable. + +Is the management fee offset by any such placement fees: [Yes] / [No] + +Reviewer Instructions: If above response is ""Yes"", we must request that the provision be changed in order for the fund to accept AL capital. + + +NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Follow-on Investment Rights from description At times the Fund's investment in a Portfolio Company by its terms gives rise to preferential rights, requests to purchase additional shares in that Portfolio Company's future offerings, or a general right of first refusal (collectively, ""Follow-on Investment Rights""). The Fund hereby assigns and delegates all Follow-on Investment Rights to the Organizer. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or ""follow-on"" investments in that Portfolio Company, the Fund may make those follow on investments; provided, however, the Organizer may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making that follow on investment and may extend any investment opportunity to the Members at its own discretion. All decisions related to the exercise of these rights will belong to the Organizer and will be made at the Organizer's sole discretion. The Fund's Members acknowledge and agree that the rights described in this Section 4.12 are not actual rights or entitlements exercisable by the Fund or by any Member of the Fund. Each Member waives any right or remedy it may have in relation to the Organizer's exercise of these rights on behalf of the Fund. No action or inaction by the Organizer with respect to any Follow-on Investment Rights can be deemed to adversely impact any rights or entitlements vested in the Member by virtue of their beneficial ownership in the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Delaware series LP (this fund is Series I). Delaware LLC as the GP. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description Commitment by GP and Affiliates of $200K. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description Payable on a quarterly basis in advance equal to (x) during the period beginning on the Initial Closing and ending on the fourth anniversary thereof, 0.5625% (a 2.25% annual rate) times the Total Committed Capital of such Limited Partner; (y) during the period beginning on the fourth anniversary of the Initial Closing and ending on the eight anniversary of the Initial Closing, 0.3125% (a 1.25% annual rate); and (z) thereafter, the Management Fee shall be 0% (or $0.00). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description The Management Fee payable in a quarterly period shall be reduced by an amount equal to 100% of all Special Income received by a GP Person during the immediately preceding quarterly period (the “Offsetting Amount”). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description The period beginning on the Initial Closing and ending on the third anniversary thereof, unless sooner terminated pursuant to this Agreement; provided that the General Partner may, in its sole discretion, extend the Investment Period by up to twelve additional one (1) month periods. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description 12 years. The term of the Partnership may be extended for up to two (2) consecutive additional one-year periods in the discretion of the General Partner and for such additional periods thereafter as approved in writing by the Advisory Committee. + +Two-thirds in interest of LPs may elect to terminate the fund early. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description Permitted during investment period, provided that, with respect to a Partner, the aggregate cost basis of such Partner’s portion of all Investments (including Follow-On Investments) in Portfolio Companies during the term of the Partnership shall not exceed 150% of such Partner’s Capital Commitment without such Partner’s approval. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description Standard capital call procedures with 10 days notice. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Discretionary from description Standard 80/20 split after all capital back. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description See section 7.3. Borrowing (subject to certain limits) is permitted, including securing such indebtedness with capital commitments. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description 18 month fundraising period. + +For subsequent closings: Upon the admission of any Subsequently Admitted Partners to the Partnership: +(1) the Partnership’s assets shall not be revalued except to the extent the General Partner deems necessary or appropriate in its discretion; +(2) such Subsequently Admitted Partners will be required to contribute to the Partnership (i) a percentage of its Capital Commitment (or, a percentage of the increase of such Partner s Capital Commitment, as applicable) equal to the percentage of Capital Commitments funded to date by previously admitted Limited Partners for all uses other than the payment of Management Fees in accordance with Section 3.2 from the Initial Closing (net of any Capital Contributions returned to such Limited Partners pursuant to Section 3.2(c), including any amounts returned to such Limited Partners in connection with the admission of or increase by such additional Limited Partners) and (ii) its portion of the Management Fees from the Initial Closing (the amounts contributed under clauses (i) and (ii) are collectively referred to herein as the “Catch-Up Contributions”). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Only cash and marketable securities may be distributed prior to liquidiation unless a majority of LPs consent. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description Standard GP clawback, capped at amounts actually received by GP less taxes. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description If, in the discretion of the General Partner, the Partnership assets are insufficient to fulfill any Liability of the Partnership after the maximum amount permitted by Section 3.2(a) and Section 3.2(b) has been contributed, the General Partner may recall distributions previously made to the Partners solely for the purpose of fulfilling or satisfying such Liability. Each Partner shall make such contributions upon not less than ten (10) calendar days’ prior written notice from the General Partner of such Partner’s pro rata share of the amount necessary to satisfy such liability or obligation so as to achieve the net distributions that would result if the recalled distributions had not been made (with any in-kind distributions that are to be returned in-kind valued as of such recall). In no event shall any Partner be required to contribute capital pursuant to this Section 5.8 in excess of the lesser of (A) the amount of distributions received by such Partner and (B) 25% of such Partner’s Capital Commitment (provided that the foregoing 25% limitation shall not apply to the General Partner’s obligation to return Carried Interest distributions pursuant to Section 11.2 or otherwise). Notwithstanding the foregoing, in no event will the General Partner be permitted to recall a given distribution previously made to the Limited Partners after the second anniversary of the date such distribution was made by the Partnership to the Partners. The provisions of this Section 5.8 shall not be construed or interpreted as inuring to the benefit of any creditor of any of the Partnership, the General Partner or any other Person indemnified under Section 7.10. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Standard fund expense provision. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description See ""Reports"" below. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Article IV - Capital Accounts and Allocations. from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Section 5.6 - Other Provisions Relating to Distributions (Tax Distributions, Withholding) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Section 9.1 - Tax Matters from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Section 9.2 - Other Allocations from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Section 9.3 - Income Tax Allocations from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Section 9.4 - Section 1045 from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description The General Partner shall cause the Partnership’s tax returns and Schedule K-1s to be prepared and delivered to the Limited Partners by March 15 of each calendar year or as soon as possible thereafter. + +Following the Partnership’s first Investment in a Portfolio Company, the General Partner shall transmit to each Limited Partner (a) within sixty (60) days after the end of each of the first three quarters of each Fiscal Year (or as soon thereafter as is reasonably possible), a report on the status of the Partnership’s Investments and unaudited quarterly financial statements; and (b) within one hundred and twenty (120) days after the end of each Fiscal Year (or as soon thereafter as is reasonably possible), audited financial statements of the Partnership prepared in accordance with Section 8.1, a statement of changes in such Limited Partner’s Capital Account from the Partnership’s books and records, and a list of the Investments then held. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Valuation from description Subject to the specific standards set forth below, the valuation of Securities and other assets and liabilities under this Agreement shall be as determined by the General Partner in its discretion pursuant to its valuation policies established with respect to the Partnership; provided that the General Partner may delegate such valuation determinations to a third party. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Removal from description Removal of GP following a cause event is permitted with the vote of two-thirds in interest of LPs. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Exclusion from description (a) The General Partner shall have the right in its sole discretion to excuse any Limited Partner (an “Excused Partner”) from making all or a portion of any required Capital Contribution in respect of any Investment (an “Excluded Investment”) if making such Capital Contribution, despite the General Partner’s use of commercially reasonable efforts to avoid such result, (i) could result in materially adverse consequences to the Partnership, (ii) would have a reasonable likelihood of causing the Excused Partner to be in violation of statute, law, regulation or written investment policy applicable to such Excused Partner in effect at the time the Excused Partner is admitted to the Partnership (to the extent the General Partner has been notified of such potential by the Excused Partner at least five (5) Business Days prior to the due date of payment of the Capital Contribution) or (iii) would cause the assets of the Partnership to be “plan assets” for purposes of ERISA and Section 4975 of the Code. + +(there are subsequent provisions in 3.7 as well but I think we're going to push back here so I'm sparing the spreadsheet all that text) is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Delaware limited partnership. GP is a Delaware LLC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description The General Partner shall contribute capital to the Partnership, in cash, in an amount equal to the greater of one million dollars ($1,000,000) and five percent (5%) of the amount contributed by all Partners on each date on which any Limited Partner makes a contribution. As of the date of this Agreement, the General Partner has contributed the securities listed on Exhibit B hereto and an amount equal to the fair market value of such securities on the date contributed shall be treated as a capital contribution by the General Partner and shall reduce the amount the General Partner otherwise would be obligated to contribute pursuant to the first sentence of this paragraph 4.3. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description (a) Commencing on the Activation Date, the General Partner or an entity or entities designated by the General Partner shall be compensated on a quarterly basis for services rendered over the remainder of the term of the Partnership by the payment by the Partnership in cash to the General Partner (or its designee) on the first day of each fiscal quarter of a management fee. The first day of each fiscal quarter shall be January 1, April 1, July 1 and October 1, or on the next closest succeeding business day of each calendar quarter; provided, however, that the initial management fee shall be payable upon the Activation Date (or upon the date that Partners first contribute capital to the Partnership pursuant to paragraph 4.2 above) and shall be proportionately reduced based upon the ratio of the number of days in such initial quarter bears to ninety (90). + +(b) The management fee for each fiscal quarter shall be an amount equal to the Committed Capital as of the first day of each such quarter multiplied by one-half of one percent (0.50%) (the “Base Rate”). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description None is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description 10 years. Upon or before the Termination Date, the General Partner may in its sole discretion by written notice to the Limited Partners extend the Partnership term for up to three (3) additional one (1) year periods. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description Standard capital call provision. LPs under $250K may be required to make contributions in excess of what's called from other LPs, and it'd be treated as an advanced capital contribution. See 4.2. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description (a) In addition to any distributions made pursuant to paragraph 7.4 above, the General Partner may make distributions of cash or Marketable Securities as follows: +(i) First, to all Partners in proportion to their respective Capital Commitments, until such time as the aggregate distributions made (or deemed made) pursuant to this paragraph 7.5(a)(i) in the current Accounting Period and all prior Accounting Periods is equal to the aggregate capital contributions made by the Partners in the current Accounting Period and all prior Accounting Periods; and +(ii) Thereafter, twenty percent (20%) to the General Partner and eighty percent (80%) to all Partners in proportion to their respective Partnership Percentages. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description (b) Notwithstanding subparagraph (a) above, additional persons may be admitted as Limited Partners (or existing Limited Partners may increase their Capital Commitments) with the consent of only the General Partner on or before the one year anniversary of the Activation Date (the “Final Closing Date”). + +(c) Each additional person admitted as a Limited Partner (and each existing Limited Partner that increases its Capital Commitment) subsequent to the Activation Date shall (i) execute and deliver to the Partnership a counterpart of this Agreement or otherwise become bound by the terms of this Agreement; (ii) contribute that percentage of its Capital Commitment which is equal to the percentage of its Capital Commitment contributed to date by the Partnership’s previously admitted Limited Partners; and (iii) pay to the Partnership interest on its pro rata share of all previous capital contributions to the Partnership at the Prime Rate, as determined on the dates of such previous capital contributions, for the period from such previous contributions to the date such person is admitted as a Limited Partner (or increases its Capital Commitment). Interest paid by a Limited Partner pursuant to clause (iii) shall be treated as Partnership income and not as a capital contribution. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Permitted. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Standard. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description Standard. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts (4.1) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description The Partnership shall make a “Tax Distribution” to each Partner, in cash, in an amount equal to the excess, if any, of (i) the Applicable Tax Rate multiplied by the net taxable income allocated to such Partner as a result of such Partner’s ownership of an interest in the Partnership for the current fiscal year, over (ii) all cash distributions made pursuant to this paragraph 7.4 or paragraph 7.5 during such fiscal year (other than amounts distributed pursuant to this paragraph 7.4 during such fiscal year in respect of net taxable income allocated to the Partners during the preceding fiscal year); provided, however, that (i) the General Partner shall not be required to make any such distribution if the total amount to be distributed to all Partners is less than one million dollars ($1,000,000) and (ii) the General Partner shall have the authority, in its sole discretion, to make good faith estimates of amounts expected to be distributable pursuant to this paragraph 7.4 with respect to a given calendar year and to distribute such estimated amounts to the Partners as advances from time to time during such calendar year. The provisions of this paragraph 7.4(a) shall apply equally to all Partners, without regard to their tax-exempt status under the Code. For purposes of this Agreement, the “Applicable Tax Rate” shall refer to the highest state and federal rates then applicable to individuals resident of the State of California, applied by taking into account the character of the taxable income in question (i.e., long-term capital gains, ordinary income, etc.). Distributions made pursuant to this paragraph 7.4 shall be treated as advances against distributions payable pursuant to paragraph 7.5 and shall reduce amounts otherwise distributable to Partners pursuant to paragraph 7.5 as necessary to achieve the same result as would pertain if all distributions made pursuant to paragraphs 7.4 and 7.5 had been made pursuant to paragraph 7.5. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocations of Net Profit and Net Loss (5.1) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Special Allocations (5.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Withholding (7.6) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Matters Partner (11.6) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description (a) The General Partner shall cause the Partnership’s federal, state and local tax returns and IRS Form 1065, Schedule K-1, to be prepared and delivered to the Limited Partners within ninety (90) days after the close of the Partnership’s tax year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description The General Partner shall transmit to the Limited Partners within ninety (90) days after the close of the Partnership’s fiscal year financial statements of the Partnership prepared in accordance with the terms of this Agreement and otherwise in accordance with generally accepted accounting principles, including an income statement for the year then ended and balance sheet as of the end of such year, a statement of changes in the Partners’ Capital Accounts, a statement of cash flows, and a list of investments then held. The financial statements shall be accompanied by a report from the General Partner to the Limited Partners, which shall include a status report on investments then held and a summary of acquisitions and dispositions of investments made by the Partnership during the preceding year is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description See Section 12.1 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: Yes + +Is the management fee offset by any such placement fees: No + + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Custom Closing Flow Requirements from description No sub docs provided, but I doubt it. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Restrictions from description (a) Without the consent of a Majority in Interest of the Limited Partners, no more than twenty percent (20%) of the Partnership’s Committed Capital (determined on a cost basis at the time of investment) may be invested in investment syndicates organized through the AngelList platform. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Fund is a series LLC managed by Assure Fund Management II. Organizer is Moshe Lifschitz. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description Until the Outside Date, but subject to unlimited one-year extensions by the Manager. + +""Outside Date"" means the last day of the ten-year period beginning on the date of the Closing unless the Manager has extended that period in accordance with Section 10.2, in which case the ""Outside Date"" means the expiration of that extended period. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description Upon Closing, each participating Member shall make a Capital Contribution in an amount equal to its accepted Commitment (as defined in the Member's Subscription Agreement) in exchange for an Interest. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description Amounts initially apportioned to the Manager will be distributed to the Manager, and amounts initially apportioned to a Member will be distributed to that Member, in the following proportions and order of priority: +(a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution and then +(b) The Carry Percentage of the remainder to the Organizer (as defined in this Agreement), if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. + +Carry Percentage is 20%. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description following the Initial Closing, additional Interests may be issued for up to 6 months after the Initial Closing, after which no new Interests will be issued. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Permitted. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Uncontroversial list of expenses. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description Paid by the fund, no cap. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description No. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts (3.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocations of Net Income and Net Loss (Article VI) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Amounts Withheld (7.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Partnership Representative (9.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description No. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description The Fund will prepare and duly and timely file, at the Fund's expense, all tax returns required to be filed by the Fund. The Manager will send or cause to be sent to each Member within 90 days after the end of each Fiscal Year, or a later date as determined in the discretion of the Manager, information relating to the Fund as is necessary for the Member to complete its federal, state and local income tax returns that include that Fiscal Year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description No clause on provision of quarterly or annual reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description ""Fair Market Value"" of property means the amount that would be paid for that property in cash at the closing by a hypothetical willing buyer to a hypothetical willing seller, each having knowledge of all relevant facts and neither being under a compulsion to buy or sell, as determined by the Manager in good faith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: No. + +Is the management fee offset by any such placement fees: N/A, no fee. + + +NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Follow-On Investment Rights from description At times the Fund's investment in a Portfolio Company by its terms gives rise to preferential rights, requests to purchase additional shares in that Portfolio Company's future offerings, or a general right of first refusal (collectively, ""Follow- on Investment Rights""). The Fund hereby assigns and delegates all Follow-on Investment Rights to the Organizer. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or ""follow-on"" investments in that Portfolio Company, the Fund may make those follow on investments; provided, however, the Organizer may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making that follow on investment and may extend any investment opportunity to the Members at its own discretion. All decisions related to the exercise of these rights will belong to the Organizer and will be made at the Organizer's sole discretion. The Fund's Members acknowledge and agree that the rights described in this Section 4.12 are not actual rights or entitlements exercisable by the Fund or by any Member of the Fund. Each Member waives any right or remedy it may have in relation to the Organizer's exercise of these rights on behalf of the Fund. No action or inaction by the Organizer with respect to any Follow-on Investment Rights can be deemed to adversely impact any rights or entitlements vested in the Member by virtue of their beneficial ownership in the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Brad Flora is the Manager, Assure is the ""Administrative Manager"". Fund is an LLC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description The Manager may, but is not required to, subscribe to the Fund and be admitted as a Member with a Member's Interest. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description None is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description None is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description ""Outside Date"" means the last day of the ten-year period beginning on the Effective Date unless the Manager has extended that period in accordance with Section 10.2, in which case the ""Outside Date"" means the expiration of that extended period. + +Fund will terminate on the Outside Date. Prior to a dissolution pursuant to Section 10.1, the Manager, in its sole discretion, may extend the period of time between the date of Initial Closing and the Outside Date by unlimited successive one-year periods. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description Upon Closing, each participating Member shall make a Capital Contribution in an amount equal to its Subscription Amount (as defined in the Member's Subscription Agreement) in exchange for an Interest. + +The Manager, in its sole discretion, may accept Digital Assets as a Member's Capital Contribution. If a Member's Capital Contribution includes Digital Assets, then (i) the value of those Digital Assets will be the same U.S. dollar value those Digital Assets are accepted by a Portfolio Company; or (ii) the Manager will convert those Digital Assets into U.S. dollar at an exchange of its choice, and the Capital Contribution of that Member will be the U.S. dollar received upon conversion, net of any conversion fees. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution; and then +(b) The Carry Percentage of the remainder, if any, to the Organizer (""Carried Interest""); and the rest of the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. + +Carry Percentage is 10%. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Digital Asset distributions from description For Distributions that include Digital Assets, the valuation of those Digital Assets will be made by the Manager, in good faith, on the basis of the Fair Market Value of those Digital Assets as of the Set Valuation Date. The Capital Accounts of the Members will be adjusted accordingly as the result of any Distribution in kind. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description Except as provided in Article VIII, following the Initial Closing, additional Interests may be issued for up to six months after the Initial Closing, after which no new Interests will be issued. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Whenever a Distribution provided for in this Section 7.2 is payable in property other than cash, which may include Digital Assets, the value of the Distribution will be deemed to be the Fair Market Value of that property as determined in good faith by the Manager. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Reasonable fund expenses provision. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts (3.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocations of Net Income & Loss (Article VI) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Amounts WIthheld (7.6) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description From time to time, as required, the Manager shall cause to be delivered to each Person who was a Member at any time during a Fiscal Year a Schedule K-1, along with such other information, if any, with respect to the Fund as may be necessary for the preparation of such Member's income tax returns, including a statement showing such Member's share of income, gain or loss, expense and credits for such Fiscal Year for federal income tax purposes. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description No clause on quarterly or annual reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description ""Fair Market Value"" of property means the amount that would be paid for that property in cash by a hypothetical willing buyer to a hypothetical willing seller, each having knowledge of all relevant facts and neither being under a compulsion to buy or sell, as determined by the Manager in good faith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: [Yes] / [No] + +Reviewer instructions: If above response is ""No"", leave a comment in the ""Reviewer Comments"" column that (i) states that we must suggest adding the following language to the Fund's fund expenses provision in order for the fund to accept AL capital: ""syndication, private placement fee, or finder’s fees associated with the issuance of interests in the [Partnership // Fund]"" and (ii) suggests that the customer consult with their counsel to consider adding a related disclosure to the fund's PPM or Subscription Agreement, as applicable. + +Is the management fee offset by any such placement fees: [Yes] / [No] + +Reviewer Instructions: If above response is ""Yes"", we must request that the provision be changed in order for the fund to accept AL capital. + + +NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Follow-on Investment RIghts from description At times the Fund's investment in a Portfolio Company by its terms gives rise to preferential rights, requests to purchase additional shares in that Portfolio Company's future offerings, or a general right of first refusal (collectively, ""Follow- on Investment Rights""). The Fund hereby assigns and delegates all Follow-on Investment Rights to the Organizer. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or ""follow-on"" investments in that Portfolio Company, the Fund may make those follow on investments in accordance with the limitations and restrictions on additional Interests and Members under Section 4.4; provided, however, the Organizer may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making that follow on investment and may extend any investment opportunity to the Members at its own discretion. All decisions related to the exercise of these rights will belong to the Organizer and will be made at the Organizer's sole discretion. The Fund's Members acknowledge and agree that the rights described in this Section 4.13 are not actual rights or entitlements exercisable by the Fund or by any Member of the Fund. Each Member waives any right or remedy it may have in relation to the Organizer's exercise of these rights on behalf of the Fund. No action or inaction by the Organizer with respect to any Follow-on Investment Rights can be deemed to adversely impact any rights or entitlements vested in the Member by virtue of their beneficial ownership in the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Delaware LP, GP is a Delaware LLC. Management company is a Delaware LLC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description .25% (to be paid either in cash or as an off-set against Management Fees). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description The General Partner, or an affiliate of the General Partner, shall be paid an annual management fee of 2% of the aggregate commitments during the Investment Period. After the Investment Period, the General Partner shall be paid an annual management fee of 2% of the cost basis of all investments made by the Fund that are still held by the Fund as of the end of the immediately preceding fiscal quarter. The Management Fee shall be payable in advance on a quarterly basis. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description As the General Partner will be the active manager of the investment, there may be fees charged to the portfolio company for services provided by the General Partner in such capacities as consultant, interim manager, etc. 20% of these fees will be paid to the General Partner for its own account, with the remaining 80% of such fees to be off-set against the Management Fees otherwise payable by the Limited Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period/Term from description The Fund will make investments for a period of 5 years following the first closing date (“Investment Period”), and the Fund will dissolve 10 years from the first closing date (subject to two 1-year extensions). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description During the Investment Period, the General Partner shall be entitled to reinvest income and proceeds from realized investments in new portfolio companies. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description The Limited Partners of the Fund will make capital contributions in respect of their Capital Commitments as follows: (i) 20% at closing, and (ii) the remaining 80% on an “as needed” basis. Capital contributions will be due, upon not less than 10 days prior notice, at such times and in such amounts as will be specified in capital calls issued by the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Carry from description Distributions will first be made among the Partners in proportion to their capital contributions until the Partners have received a return of their capital contributions. Thereafter, distributions will be made 80% to the Limited Partners and 20% to the General Partner. The timing of distributions will be in the discretion of the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Mandatory from description Tax distributions not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description The first closing of the Fund is expected to occur during the Second quarter of 2023; provided that the General Partner in its sole discretion may elect to hold the first closing of the Fund at any earlier date or later date (not later than the end of the Fourth quarter of 2023). + +Limited Partners may be admitted to the Partnership at any time up to the expiry of 365 days after the first closing date, provided that they contribute at such a date the amount necessary to equalize the amounts drawn down from all the existing investors plus an amount equal to interest at a rate of the US ""prime rate"", plus 2% per annum for the period up to their admission (such interest to be paid to the existing investors on a pro rata basis taking into account the date such existing investors became investors). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description In the event that over the term of the Fund the General Partner has received carried interest distributions in excess of 20% of the cumulative net profits of the Fund, the General Partner will be required to return such excess distributions to the Fund (reduced by the amount of any tax paid or deemed paid with respect to its carried interest). The members of the General Partner will severally, and not jointly, guarantee the payment of the General Partner’s clawback obligation. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Standard fund expense provision. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description Standard, with $250K cap. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description Doesn't specify that reports will be audited. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Sections from description The General Partner shall use reasonable effort to conduct the affairs of the Partnership in such a manner so that it does not cause any Limited Partner that is not a United States person to be deemed to be engaged in the conduct of a trade or business within the United States. The General Partner shall use reasonable effort to conduct the affairs of the Partnership in such a manner so that it will not cause any Limited Partner exempt from income tax in the United States to incur unrelated business taxable income attributable to the activities or investments of the partnership. + +For US Federal Income Tax purposes the Partnership shall be treated as a partnership not as an association taxable as a corporation. The portfolio company in which the Partnership invests generally will be subject to income and other taxes. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description Limited Partners will receive: +a) annual reports prepared in accordance with US GAAP (which may not be audited) dispatched no later than 120 days following year-end; and +b) quarterly unaudited reports dispatched within 60 days of the end of each quarter. + + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Removal/Early Termination from description The General Partner may be removed by Investor’s holding more than 66 2/3% of the aggregate capital commitments as a result of fraud, gross negligence, willful misconduct, bad faith or reckless disregard of its obligations and duties as general partner of the Partnership that had a materially adverse effect on the Partnership and/or its business, provided that the finding of such conduct and materially adverse effect is determined by a court of competent jurisdiction. In the event that the General Partner is removed for cause, the General Partner shall only be entitled to receive 75% of any carried interest related to investments entered into prior to the date of removal. In addition, Investors holding more than 66 2/3% of the aggregate capital commitments may dissolve the Partnership prior to the end of its stated term for “cause” of the type outlined above. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term Fund Control Structure from description Fund is a Cayman Exempted Limited Partnership. GP is a Cayman limited liability company. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description The General Partner shall contribute capital to the Partnership in an aggregate amount equal to at least $200,000. The General Partner’s capital contributions in satisfaction of its Capital Commitment shall be made in cash in installments at the same times and in the same proportions (relative to the General Partner’s Capital Commitment) as the capital contributions of the Limited Partners are generally required to be made; provided that the General Partner, in its sole discretion, may adjust the amount of capital called from the General Partner to give effect to the fact that the Partnership does not pay a Management Fee with respect to the General Partner’s Capital Commitment. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description Commencing as of the Initial Closing Date, the Management Company shall be compensated on a quarterly basis for services rendered to the Partnership by the payment in advance by the Partnership in cash to the Management Company on the first day of each fiscal quarter (or portion thereof) of a management fee (the “Management Fee”). +(b) The Management Fee for each fiscal quarter (prior to the adjustments described in paragraph 6.1(c)) shall be an amount equal to the aggregate Capital Commitments of the Limited Partners (other than the Affiliated Limited Partners) as of the first day of each such fiscal quarter multiplied by 0.625% (the percentage applicable for any period referred to herein as the “Management Fee Percentage”). + +For each period of four successive fiscal quarters commencing after the expiration of the Investment Period, the Management Fee Percentage shall be reduced by an amount equal to 10% of the Management Fee Percentage in effect for the immediately prior four fiscal quarters, provided that Management Fee Percentage shall not be reduced pursuant to this clause (iii) below 0.375%. The General Partner may, in its sole discretion, waive, reduce or calculate differently the Management Fee with respect to any Limited Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description The Management Fee otherwise payable by the Partnership to the Management Company pursuant to paragraph 6.1(a) for a fiscal quarter shall be reduced (but not below zero) by an amount equal to the product of (1) any placement fees (including expenses), finders fees or commissions paid or payable by the Flori Ventures Funds, the General Partner, the Management Company or any of their Affiliates in connection with the offer and sale of interests in the Flori Ventures Funds, if any, multiplied by (2) a fraction the numerator of which is the aggregate Capital Commitments to the Partnership and the denominator of which is the aggregate capital commitments to all of the Flori Ventures Funds. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Savings from description Subject to paragraph 4.3, to account for the fact that the Partnership does not pay any Management Fee with respect to the General Partner’s and the Affiliated Limited Partners’ Capital Commitments (such foregone amount shall be referred to as the “Management Fee Savings”), the General Partner may, from time to time in its sole discretion (and notwithstanding anything in Article 7 to the contrary) cause the Partnership to return to the General Partner and the Affiliated Limited Partners capital contributions made by the General Partner and the Affiliated Limited Partners, respectively, to the Partnership, until, as of any time, such aggregate returns to the General Partner and the Affiliated Limited Partners equal the cumulative amount of Management Fee Savings as of such time. Any amounts returned to the General Partner and the Affiliated Limited Partners pursuant to this paragraph 6.1(e) shall (i) not be treated as a capital contribution for purposes of this Agreement; (ii) be disregarded for purposes of paragraphs 4.2 and 4.3 and Article 7, as applicable, and (iii) not increase the unfunded Capital Commitments of the General Partner and the Affiliated Limited Partner (and, for purposes of Article 7, any corresponding amounts returned to the General Partner and the Affiliated Limited Partners pursuant to this paragraph 6.1(e) also shall be disregarded). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description Notwithstanding anything in the foregoing to the contrary, no Limited Partner shall be required to contribute any capital following the period ending on the fifth anniversary of the Final Closing Date (the period on or prior to such date, the “Investment Period”), is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description The term of the Partnership commenced on January 4, 2021 (the “Commencement Date”), the date of the filing of the Section 9(1) Statement by the General Partner pursuant to Section 9(1) of the Act with respect to the Partnership (the “Section 9(1) Statement”) with the Registrar of Exempted Limited Partnerships in the Cayman Islands. The term of the Partnership shall continue until the tenth anniversary of the Final Closing Date (the “Termination Date”), unless extended pursuant to paragraph 10.1 or sooner terminated as provided in paragraph 10.2. + +Upon the Termination Date, the General Partner may extend the Partnership term for up to two additional one-year periods in its sole discretion, and upon the conclusion of such two one-year extension periods, the General Partner may extend the Partnership term for additional periods with the consent of a Majority in Interest of the Limited Partners or the Advisory Committee. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description The General Partner may cause the Partnership to reinvest proceeds realized on the sale or disposition of Securities held by the Partnership; provided that the aggregate cost basis of investments made by the Partnership in Securities of Portfolio Companies over the life of the Partnership may not, without the prior approval of the Advisory Committee, exceed 125% of the Partnership’s Committed Capital. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description Each Limited Partner shall contribute capital to the Partnership as requested by the General Partner upon 10 Business Days’ written notice. Subject to paragraphs 3.2(e) and 4.3 and this paragraph 4.2(a), each capital contribution shall be made in accordance with Partnership Percentages; provided that the General Partner, in its sole discretion, may adjust the amount of capital called from the Affiliated Limited Partners to give effect to the fact that the Partnership does not pay a Management Fee with respect to the Affiliated Limited Partners’ Capital Commitments. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description Such distributions shall be preliminarily apportioned among the Partners in proportion to their respective Partnership Percentages. The amount so apportioned to the General Partner and the Affiliated Limited Partners, respectively, shall be distributed to the General Partner and the Affiliated Limited Partners, respectively, and the amount so apportioned to each Limited Partner (other than an Affiliated Limited Partner) shall be distributed between the General Partner and such Limited Partner as follows: +(i) First, 100% to such Limited Partner until such Limited Partner has received aggregate distributions pursuant to this paragraph 7.5(a)(i) equal to such Limited Partner’s aggregate capital contributions to the Partnership. +(ii) Thereafter, (1) 80% to such Limited Partner and (2) 20% to the General +Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description In connection with any borrowings or guarantees by the Partnership, the General Partner may grant a security interest in, collaterally assign, encumber and otherwise pledge all financial and other interests of the General Partner in the Partnership and all personal property and other assets of the Partnership, including, without limitation: (a) all capital contributions, capital contribution proceeds, capital calls and proceeds thereof, including, without limitation, all general intangibles relating thereto; (b) all rights to make capital calls and to request capital contributions from the Partners, the Limited Partners or the Flori Ventures Investors; (c) all rights to exercise and enforce every right, power, remedy, authority, option and privilege and take all steps, actions, suits or proceedings necessary to make capital calls and to receive capital contribution proceeds and any other rights to call for additional capital contributions as contemplated hereby and/or any Subscription Agreement or similar agreement executed by any Flori Ventures Investor in connection therewith, including, without limitation, the right to make capital calls; (d) all rights to enforce the payment thereof and the related terms of this Agreement and/or any Subscription Agreement or similar agreement executed by any Flori Ventures Investor in connection therewith and all rights in respect of capital calls against each such Flori Ventures Investor hereunder or under the governing agreement of any other Flori Ventures Fund; (e) all capital accounts and other deposit accounts into which capital contributions are, have been or may be made; (f) all books and records of the Partnership or the General Partner relating to the foregoing; and (g) all claims, rights and interests in any of the above and all proceeds of the foregoing and all general intangibles related thereto. Notwithstanding the provisions of paragraph 9.3 or any other provision herein to the contrary, the actions permitted under this paragraph 9.6 shall not be treated as a Transfer for purposes of this Agreement or otherwise require the consent of any Limited Partner or any Flori Ventures Investor. Additionally, any lender to the Partnership shall be entitled to enforce the provisions of this paragraph 9.6 as an express, intended third-party beneficiary of the terms hereof. All rights granted to a lender to the Partnership shall apply to its agents, successors and assigns. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Closings from description Notwithstanding paragraph 3.2(a), one or more Persons may be admitted to the Partnership as additional Limited Partners (“Additional Partners”) or existing Limited Partners may increase their Capital Commitments (such existing Limited Partners are referred to herein as Additional Partners for purposes of this Agreement to the extent of such Capital Commitment increase) with the consent of only the General Partner at any time after the date on which Flori Ventures Investors that are not Affiliated Limited Partners are first admitted to the Partnership or a Parallel Fund (the “Initial Closing Date”) through the eighteen month anniversary of the Initial Closing Date (the “Final Closing Date”). + +Except as otherwise provided in paragraphs 3.2(e) and 4.2(a), each such Additional Partner shall contribute, on or after the date of its admission or the acceptance by the General Partner of its Capital Commitment increase: (i)the same percentage of its Capital Commitment or its Capital Commitment increase, as the case may be, as has been contributed by the non-defaulting Limited Partners prior to such date (not including any amounts described in paragraph 3.2(d)(ii)); and (ii) an interest- equivalent amount equal to the amount of interest that would be payable on a debt obligation in the amount of the contribution required pursuant to paragraph 3.2(d)(i), calculated like interest at the Prime Rate plus 2% per annum, compounded annually, for the period from the due date or dates on which the other Partners were required to make their earlier contributions through the date of payment (an “Interest Charge”); provided that (1) an Additional Partner that is admitted to the Partnership, or that increases its Capital Commitment, within 90 days of the Initial Closing Date shall not be required to pay such Interest Charge and (2) any Limited Partner whose capital commitment to the Partnership is stated as a percentage of the aggregate capital commitments of the Limited Partners, the Flori Ventures Investors or the partners of the Partnership or the Flori Ventures Funds shall not be obligated to pay such Interest Charge in connection with any automatic increase in such Limited Partner’s Capital Commitment to the Partnership. An Interest Charge shall not be treated as a capital contribution by the Additional Partner. An Interest Charge in respect of amounts other than the Management Fee shall be allocable as profit to the Partners (other than the Partner paying such Interest Charge) in proportion to their respective Partnership Percentages and the General Partner may, in its sole discretion, make a special distribution of all or a portion of such Interest Charge to such Partners (other than the Partner paying such Interest Charge) in proportion to their respective Partnership Percentages. An Interest Charge in respect of the Management Fee shall be paid to the Management Company. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Permitted. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description See LPA. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description See LPA. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Fund Expenses from description Standard list of fund expenses. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description The Partnership shall bear its pro rata share of all organizational and syndication costs, fees and expenses incurred in connection with the formation and organization of the Flori Ventures Funds, each Feeder Entity, the General Partner and the Management Company and the sale of interests in the Flori Ventures Funds and each such Feeder Entity to the Flori Ventures Investors and the investors in such Feeder Entity, including, without limitation, legal, accounting, professional service, travel, meeting, printing and other fees and expenses incident thereto. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description The books and records of the Partnership shall be kept in accordance with the provisions of this Agreement and the Act and otherwise in accordance with United States generally accepted accounting principles (“GAAP”) consistently applied, and shall be audited at the end of each fiscal year by a firm of independent public auditors of recognized standing selected by the General Partner in its sole discretion. The Partnership’s fiscal year shall be the calendar year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocation of Profit or Loss from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Special Allocations from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Regulatory Allocations from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Income Tax Allocations from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Withholding Obligations from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Partnership Representative from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description Subject to the maintenance of reasonable cash reserves (as determined and established at the discretion of the General Partner), the General Partner may, in its sole and absolute discretion, cause the Partnership to pay to the General Partner, in cash within 90 days after the end of each fiscal year during the life of the Partnership, an amount equal to the excess, if any, of (a) the Applicable Tax Rate multiplied by the cumulative net taxable income allocated to the General Partner as a result of the General Partner’s ownership of an interest in the Partnership for such fiscal year, over (b) all prior cash distributions made to the General Partner pursuant to this paragraph 7.4 or paragraph 7.5 with respect to such fiscal year. Any distribution made pursuant to this paragraph 7.4 shall be deemed an advance of, and shall offset, the Partnership’s obligation to make distributions to the General Partner pursuant to paragraph 7.5, as applicable, but only to the extent such amounts have not previously been taken into account to calculate or reduce distributions. The General Partner shall have the authority, in its sole discretion, to make good faith estimates of the taxable income of the Partnership and to make distributions under this paragraph 7.4 based on such estimates and to distribute such estimated amounts to the General Partner as advances from time to time during the year to facilitate the payment of estimated taxes by the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description The General Partner shall use commercially reasonable efforts to cause the Partnership’s United States federal, state and local tax returns, IRS Form 1065, Schedule K-1 and any other tax information reasonably requested by a Limited Partner, to be prepared and delivered to the Limited Partners within 180 days after the close of the Partnership’s fiscal year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description The General Partner shall use commercially reasonable efforts to transmit to the Limited Partners, within 120 days after the close of the Partnership’s fiscal year, audited financial statements of the Partnership prepared in accordance with the terms of this Agreement and otherwise in accordance with GAAP, including an income statement for the year then ended, a balance sheet as of the end of such year and a statement of changes in the Partners’ Capital Accounts. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description See LPA is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: NO + + +Is the management fee offset by any such placement fees: Yes is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Custom Closing Flow Requirements from description No sub doc provided. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description AL template doc, but BYOGP? GP is Aleph One GP, LLC. Fund is a series of the master partnership. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description Initial drawdown amount changed from 25% to 30% is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description + +Edited 1/3: With respect to assets attributable to each Class, distributions shall be made to the applicable Class Limited Partners who are not Defaulting Partners in accordance with such Class Limited Partners' respective Interests (except as provided herein). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Sections from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: No. Update as of 1/3: Yes, + + +Is the management fee offset by any such placement fees: No. + + +NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Default by Partners from description Changed default use of LIBOR rate to SOFR rate. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Delaware LLC. Managing Member is a Cayman Islands limited liability company. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description 1% is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description the Management Fee for each Fiscal Quarter is (1) an amount equal to 0.63% of the balance of the Capital Account of each Member and (2) payable in cash in advance on the first day of the relevant Fiscal Quarter, with the Management Fee for any partial quarter or Interim Period prorated based on the number of days in such Interim Period. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description N/A - SPV is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description Fund dissolves on the date that is five years after the Final Closing (“Term”), although the Managing Member may (1) extend the Term an additional two years following such date and (2) if the Managing Member exercises the first additional term provided in Section 2.2‎(a)(1), extend the Term an additional two years beyond the close of the first additional term is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description N/A - SPV is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description (i) First, 100% to the Member, until the cumulative amount distributed to the Member under this Section ‎6.4(a)(i) equals the aggregate Capital Contributions made by such Member to the Fund; and +(ii) Thereafter, 75% to the Members and 25% to the Managing Member. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description (a) The Managing Member may cause the Fund to borrow money or otherwise incur indebtedness or guaranty indebtedness of companies of which the Fund holds Securities in an amount, in the aggregate at any point in time, not in excess of 5% of the aggregate Capital Contributions of all Members. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Closings from description The Managing Member may admit additional Members at subsequent closings during the term of the Fund. Capital Contributions are due on date of each closing, payable in cash by wire transfer or in kind by transferring Eligible Securities. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Permitted. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description Standard GP clawback. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description N/A - SPV is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Reasonable fund expenses provision. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description The Fund will bear all organization costs, fees and expenses incurred by or on behalf of the Fund or the Managing Member in connection with forming and organizing the Fund and the Managing Member, including legal and accounting fees and expenses incident thereto. These organizational expenses will be allocated to (and debited from) the Capital Accounts of the Members (in proportion to their respective allocable shares of the expenses based on the balance of their Capital Accounts). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description Yes. + +The books and records of the Fund and the Managing Member will be kept in accordance with the provisions of this Agreement and otherwise in accordance with generally accepted accounting principles consistently applied in the United States (“GAAP”). The Fund’s financial statements for each Fiscal Year will be prepared in accordance with these principles consistently applied and, beginning with the Fiscal Year in which the Fund makes its initial investment in a portfolio company, will be audited at the end of each Fiscal Year by an independent certified public accountant of recognized national standing selected by the Managing Member. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts and Allocations (Article IV) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description (a) Despite Section ‎6.4 of this Agreement, the Fund may, prior to any distribution made under Section ‎6.4, distribute to the Managing Member amounts intended to enable the Managing Member (or any person whose tax liability is determined by reference to the income of the Managing Member) to discharge its U.S. federal income tax liabilities arising from the allocations of items of taxable income, gain or profit of the Fund to the Managing Member under this Agreement. The amount distributable to the Managing Member under this Section ‎6.3(a) will be calculated using the Assumed Tax Rate and otherwise be based on any reasonable assumptions the Managing Member determines in good faith to be appropriate. Any amount distributed to the Managing Member under this Section ‎6.3(a) will be taken into account and be treated as advances (and dollar for dollar reductions) of the next amounts otherwise distributable to the Managing Member with respect to any Member (and allocable among the Members in proportion to their respective Fund Percentages vis-a-vis each other) in accordance with Section ‎6.4(a)(ii). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description The Managing Member will cause the Fund’s tax return and IRS Form 1065, Schedule K-l, to be prepared and delivered in a timely manner to the Members (but in no event later than 90 days after the close of each of the Fund’s Fiscal Years). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description Beginning with the Fiscal Quarter in which the Fund makes its initial investment in a portfolio company, the Managing Member will transmit to the Members within 60 days of the close of each of the first three Fiscal Quarters of each Fiscal Year, financial statements of the Fund prepared in accordance with the terms of this Agreement and otherwise in accordance with GAAP from its books without audit and subject to year-end adjustments, the amount of each Member’s Capital Account, a list of investments held by the Fund at the end of such Fiscal Quarter, a summary of acquisitions and dispositions of investments made by the Fund during such Fiscal Quarter, and valuations of the investments held by the Fund as of the end of such Fiscal Quarter prepared by the Managing Member. + +The Managing Member will transmit to the Members within 120 days after the close of each of the Fund’s Fiscal Years, beginning with the Fiscal Year ending December 31, 2016, the audited financial statements of the Fund prepared in accordance with Section ‎9.1 accompanied by: +(a) a report from the Managing Member to the Members, which will include a status report on investments then held, a brief statement on the affairs of the Fund during the Fiscal Year then ended, a statement of changes in each Member’s Capital Account during such Fiscal Year, a summary of acquisitions and dispositions of investments made by the Fund during such Fiscal Year, and valuations of the investments held by the Fund as of the end of such Fiscal Year; and +(b) a copy of the Fund’s federal income tax return for Fiscal Year then ended. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description See 9.2. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: [Yes] / [No] + +Reviewer instructions: If above response is ""No"", leave a comment in the ""Reviewer Comments"" column that (i) states that we must suggest adding the following language to the Fund's fund expenses provision in order for the fund to accept AL capital: ""syndication, private placement fee, or finder’s fees associated with the issuance of interests in the [Partnership // Fund]"" and (ii) suggests that the customer consult with their counsel to consider adding a related disclosure to the fund's PPM or Subscription Agreement, as applicable. + +Is the management fee offset by any such placement fees: [Yes] / [No] + +Reviewer Instructions: If above response is ""Yes"", we must request that the provision be changed in order for the fund to accept AL capital. + + +NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term Fund Control Structure from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Amended and Restated LPA from description This LPA is an A&R LPA. Our template used to be wrong and call it amended and restated as if we did an initial LPA. We don't do that, so the template has since been updated to remove the language about amended and restated/withdrawal of the initial limited partner, and just call it an LPA, is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description The General Partner may, in its sole discretion by written notice to the Limited Partners, extend the Partnership term for up to two (2) consecutive additional one (1) year periods, and with the approval of a Majority in Interest of the Limited Partners, one (1) additional one (1) year period. The Partnership may make follow-on investments in existing portfolio companies during any extension period if the Investment Adviser deems such investments to be in the best interest of the Partnership. The Management Fee during any extension period will be calculated as set forth in Article 6. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description (a) Distributions pursuant to this paragraph 7.5 shall be preliminarily apportioned among all Partners in accordance with their respective Partnership Percentages. The amount of such distributions so apportioned to the General Partner shall be distributed to the General Partner, and the amount so apportioned to each Limited Partner shall be distributed as follows: +(i) First, to the Limited Partner until the Limited Partner has received aggregate distributions pursuant to paragraph 7.4 (that are deemed distributions under this paragraph 7.5(a)(i)) and this paragraph 7.5(a)(i) (with any in-kind distributions valued at the time of distribution in accordance with paragraph 12.1) equal to the sum of the Limited Partner’s capital contributions to the Partnership (“Payback”). The determination of whether Payback has occurred shall be made at the time of each distribution. +(ii) Subsequent to Payback, all such distributions from the Capital Accounts of the Partners shall be distributed twenty percent (20%) to the General Partner (or its Affiliates) and eighty percent (80%) to the Limited Partner. + +(h) Notwithstanding anything to the contrary contained in this Agreement, amounts distributable shall be in proportion to positive Capital Account balances in accordance with paragraph 5.1, and to the extent an amount distributable to a Partner would create or increase a deficit in the Partner’s Capital Account, that amount shall instead be distributed to such Partner in proportion to its respective positive Capital Account balance. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description (a) Except as provided in paragraphs 3.2(b), and 9.6, an additional Person may be admitted as a Partner only with the prior approval of the LPAC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description Notwithstanding the foregoing, at the request of a Majority in Interest of the Limited Partners, the General Partner shall cause the financial statements of the Partnership to be audited in accordance with GAAP by a regional or nationally recognized accounting firm as soon as reasonably practicable. In the event that the financial statements for any fiscal year are unaudited, the General Partner shall use commercially reasonable efforts to provide to any Limited Partner that is a Pooled Vehicle Partner where such Pooled Vehicle Partner’s financial statements are audited, at such Limited Partner’s request, any other information reasonably requested by such Limited Partner in connection with such Limited Partner’s own audit and further agrees to use commercially reasonable efforts to cause such Limited Partner to gain reasonable access to the Partnership’s accountants in connection therewith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts (4.1) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocation of Profit or Loss (5.1) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Special Allocations (5.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Regulatory Allocations (5.3) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Income Tax Allocations (5.4) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions (7.4) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Withholding Obligations (7.6) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description (a) The General Partner shall use commercially reasonable efforts to cause IRS Form 1065, Schedule K-1, and any other tax information reasonably requested by a Limited Partner to be prepared and delivered to the Limited Partners within ninety (90) days after the close of each fiscal year of the Partnership. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description Annual: Beginning with fiscal year that ends after the Initial Closing Date, the General Partner shall use commercially reasonable efforts to transmit to the Limited Partners within ninety (90) days after the close of each fiscal year of the Partnership, unaudited financial statements of the Partnership prepared in accordance with the terms of this Agreement and otherwise in accordance with GAAP, including an income statement for the year then ended and a balance sheet as of the end of such year, and a list of investments then held together with a valuation of the investments then held. The Limited Partners acknowledge that (a) the General Partner’s ability to timely deliver the annual reports required by this paragraph 11.4 may depend on the receipt by the Partnership of financial information from investment counterparties, and (b) the annual reports shall not include any information that the General Partner determines the disclosure of which might result in the Partnership or the General Partner violating any obligation of confidentiality, whether pursuant to any contract or law. + +Quarterly: Beginning with the first fiscal quarter that ends after the Initial Closing Date, the General Partner shall use commercially reasonable efforts to transmit to the Limited Partners within forty-five (45) days after the close of each of the first three (3) quarters of each fiscal year, a list of new investments and dispositions made during the quarterly period. The Limited Partners acknowledge that the quarterly reports shall not include any information that the General Partner determines the disclosure of which might result in the Partnership or the General Partner violating any obligation of confidentiality, whether pursuant to any contract or law. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: No + +Is the management fee offset by any such placement fees: Yes + + +NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Removal from description The General Partner may be removed and replaced upon the occurrence of a Cause Event by vote of the Limited Partners holding at least two-thirds (2/3) in Interest in the Partnership. The removed General Partner shall not be entitled to have any rights or powers of a general partner. Any Successor General Partner will and is hereby authorized to continue the Partnership and exercise the rights, powers, and obligations hereunder of the General Partner and, upon execution of a written acceptance of this Agreement, shall be deemed admitted to the Partnership as a General Partner immediately prior to the removal of the prior general partner. Upon the General Partner’s removal, any management services agreement between the Partnership and the Investment Adviser or any Affiliate of the General Partner shall automatically terminate. A “Cause Event” shall mean the General Partner: (a) being convicted of, or pleading guilty or nolo contendere to fraud, embezzlement, or a similar felony, in each case involving misappropriation of the assets of the Partnership; (b) being convicted of, or pleading guilty or nolo contendere to, material federal securities law violations; or (c) being found by a court of competent jurisdiction to have engaged in fraud, gross negligence, or willful misconduct in carrying out the General Partner’s duties under this Agreement. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Delaware LP. GP is a Delaware LLC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description The aggregate Capital Commitments of the General Partner and the Sponsor Associated Persons (together with any capital commitments by such persons to the Parallel Funds, if any) shall equal at least one percent (1%) of the sum of the aggregate Capital Commitments to the Partnership and the aggregate capital commitments to the Parallel Funds, if any. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description The Partnership shall pay Sunset Venture Partners, LLC or another entity designated by the General Partner (the “Management Company”) a management fee for services rendered to the Partnership, commencing on the Initial Contribution Date until the Date of Dissolution. Commencing with the Fiscal Quarter in which the Initial Contribution Date occurs, the management fee with respect to each Fiscal Quarter (or portion thereof) shall be payable in advance on the first day of such Fiscal Quarter (or portion thereof), with the management fee for any partial quarter prorated based on the number of days in such Fiscal Quarter; provided, however, that the management fee with respect to the Fiscal Quarter in which the Initial Contribution Date occurs shall be payable on the Initial Contribution Date and for such Fiscal Quarter shall be for the amount that would be payable for a full (i.e., non-prorated) Fiscal Quarter. + +The actual Management Fee Percentage is listed on Schedule A, starting at 1% and then decreasing over time (there are 8 different fee percentages listed on Schedule A). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description any directors’ fees or consulting fees, transaction fees, monitoring fees, break-up fees or equivalent compensation, whether in cash or in kind, paid to the General Partner, the Management Company, any full-time permanent employee of the General Partner or the Management Company, a Principal or any of their respective Affiliates from any Portfolio Company in which the Partnership then holds an interest (other than reimbursement of out-of- pocket expenses, including taxes, if any) for services rendered by such persons (hereinafter, “Fees Subject to Offset”) shall be (i) remitted to the Management Company and used first to reimburse the Management Company for any transaction or other expenses advanced by the Management Company on behalf of the Partnership and not reimbursed by the Partnership or a third party and (ii) the Limited Partner Percentage of any remaining Fees Subject to Offset shall be offset against and reduce the amount of the management fee payment next due (subject to Section 5.3(b)) to the Management Company pursuant to Section 5.1, and then against each successive quarterly payment until such Fees Subject to Offset have been fully offset, unless waived by the Advisory Committee. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Waivers from description See 5.1(d). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description The period beginning on the Initial Contribution Date and ending on the earlier to occur of (a) the fifth anniversary of the Initial Contribution Date or (b) the date on which the Investment Period terminates pursuant to Section 2.3(b). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description The term of the Partnership commenced upon the filing with the office of the Secretary of State of the State of Delaware of the Certificate of Limited Partnership of the Partnership (the “Commencement Date”) and shall continue until the tenth anniversary of the Initial Contribution Date unless the Partnership is sooner dissolved as provided in Section 2.2 or the Partnership term is extended as provided in Section 2.1(b) (the “Partnership Term”). +(b) The General Partner, in its sole and absolute discretion, may extend the Partnership Term beyond the tenth anniversary of the Initial Contribution Date by up to two (2) additional one (1) year periods. Thereafter, the General Partner may extend the Partnership Term additional one (1) year periods with the consent of either the Advisory Committee or a majority in interest of the Fund Investors is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description To permit the General Partner, in its sole discretion, to cause the Partnership’s cumulative investment in Securities other than Money Market Investments, Bridge and Short-Term Securities and other passive investments over the term of the Partnership to equal up to one hundred twenty percent (120%) of the Partnership’s aggregate Capital Commitments as permitted in Section 7.2(c) and to enable the Partnership to pay management fees or Partnership indebtedness or guarantees incurred in accordance with Section 7.2(a), the General Partner may cause any cash distributions to be recalled by the Partnership from each Partner pro rata based on the amount of distributions made to all Partners pursuant to Sections 6.4(a) or 6.4(e) that represent a return of capital contributions (as reasonably determined by the General Partner) (a “Recallable Distribution”). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description The General Partner shall give the Partners at least ten (10) days’ prior notice (which may be by electronic mail or other written means) of the date on which each Partner shall be required to contribute capital, in cash, to the Partnership payable by wire transfer or check in the amount as shall be specified by the General Partner in such notice (such Partner’s “Initial Capital Contribution”). + +Subsequent to the Initial Contribution Date, each Partner shall make additional capital contributions, in cash, to the Partnership, payable by wire transfer or check, upon at least ten (10) days’ prior written notice (which may be by electronic mail or other written means) from the General Partner (the “Drawdown Notice”) at such time (the “Drawdown Date”) and in such amount (the “Drawdown Amount”) as shall be specified in the Drawdown Notice. + +Notwithstanding the foregoing provisions of Sections 3.1 and 3.2, with regard to a Limited Partner that: (i) has a Capital Commitment that is less than two-hundred and fifty thousand dollars ($250,000); (ii) is or has ever been more than ten (10) days late on a capital contribution required pursuant to this Agreement; (iii) is or has ever been a Defaulting Limited Partner; or (iv) agrees to have the provisions of this Section 3.2(d) apply, in whole or in part, to such Limited Partner, the General Partner may, upon not less than twenty (20) business days’ notice, require that such Limited Partner deposit (either all at once or on such schedule as may be established by the General Partner in its discretion) up to one hundred percent (100%) of its remaining unsatisfied Capital Commitment in a segregated account of the Partnership (managed by the General Partner in its discretion) to secure the satisfaction of such Limited Partner’s remaining unsatisfied Capital Commitment. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description Amounts initially apportioned to the General Partner pursuant to the immediately preceding sentence shall be distributed to the General Partner, and amounts initially apportioned to the Limited Partners pursuant to the immediately preceding sentence shall be reapportioned and distributed, in each case, in the following manner and order of priority: +(i) First, to the Limited Partners in proportion to their respective Partnership Percentages until all Limited Partners (other than Defaulting Limited Partners) have received aggregate distributions pursuant to this Section 6.4(a)(i) equal to the aggregate amount of capital contributions made by such Limited Partners pursuant to Article III hereof as of such time; and +(ii) Thereafter, twenty percent (20%) to the General Partner and eighty percent (80%) to the Limited Partners in proportion to their respective Partnership Percentages. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description The General Partner may cause the Partnership to borrow money or otherwise incur indebtedness or guarantee indebtedness of companies of which the Partnership holds Securities; provided, that, without the prior approval of the Advisory Committee, (i) the Partnership shall not incur any indebtedness or guarantees in an aggregate amount in excess, at any point in time, of fifteen percent (15%) of the Partnership’s aggregate Capital Commitments and (ii) any borrowing or indebtedness pursuant to this sentence shall not remain outstanding for more than one hundred twenty (120) consecutive days. In connection with borrowing money or otherwise incurring indebtedness pursuant to this Section 7.2(a), and in accordance with Section 7.7(a), the General Partner and the Partnership may pledge, hypothecate, mortgage, assign, transfer and grant a security interest in any of the assets of or Securities held by the Partnership, including the Capital Commitments, capital contributions and other assets of the Partnership, including, without limitation, all rights of the General Partner to make and enforce the payment of capital contributions on and against the Partners, a collateral assignment of the right (exercisable by the General Partner) to drawdown capital and the obligations of the Partners to make capital contributions, to a lender or other credit party of the Partnership, which may include giving such lender or credit party the right to issue capital call notices, receive capital contributions directly, enforce the rights of the Partnership against a Defaulting Limited Partner and other rights, interests, remedies, powers and privileges of the General Partner or the Partnership with respect to the Capital Commitments and capital contributions of the Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Closings from description On or before the date that is eighteen (18) months after the Initial Contribution Date (the “Final Closing Deadline”), the General Partner may admit additional persons as additional Limited Partners or accept additional capital commitments from existing Limited Partners or from the General Partner without the consent of any of the then Limited Partners and, for the avoidance of doubt, without the consent of the Advisory Committee. + +Upon the admission of any additional Limited Partners to the Partnership or the increase of Capital Commitment of any existing Limited Partner or the General Partner pursuant to this Section 7.6(b), the assets of the Partnership shall not be revalued. A Limited Partner admitted to the Partnership (or whose Capital Commitment has been increased) pursuant to Section 7.6(b) after the Initial Contribution Date shall, at the time of its admission to the Partnership or increase of its Capital Commitment, pay to the Partnership as a late admission charge (and not as a capital contribution) an amount (the “Late Admission Charge”) equal to the interest that would have been earned on the capital that such Limited Partner would have contributed to the Partnership had the Limited Partner been admitted to the Partnership (or had its Capital Commitment included the increase) on the Initial Contribution Date, with such notional interest calculated at the prime rate of interest (as quoted/published in The Wall Street Journal for the date of such Limited Partner’s admission to the Partnership or increase in its Capital Commitment) plus two percent (2%), compounded daily, for the period commencing from the date(s) that such Limited Partner would have contributed the component portions of such capital if it had been admitted or had its Capital Commitment increased at the Initial Contribution Date and ending on the date that such Limited Partner makes its initial capital contribution (or its initial capital contribution in respect of its increased Capital Commitment). Such Late Admission Charge shall be treated as an item of Net Income of the Partnership but shall not be credited to the Capital Account of any Limited Partner that was subject to such Late Admission Charge, and such amount may be distributed at any time to the Partners who are not subject to such Late Admission Charge in proportion to their interests in such amounts. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Permitted. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description See Section 8.3. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term LP Clawback from description See Section 10.15 - Return of Certain Distributions is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Fund Expenses from description Standard/thorough list of fund expenses. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description Standard organizational expenses provision. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description Financial statements may, at the electino of the General Partner, be audited at the end of each Fiscal Year by an independent public accounting firm of recognized regional or national standing selected by the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts and Allocations (Article IV) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Other Allocations (12.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Income Tax Allocations (12.3) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Withholding (12.7) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Apportionment of Amounts WIthheld at the Source or Paid by the Partnership (12.8) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Representative (12.11) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions (6.3) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description The General Partner shall cause an IRS Form 1065, Schedule K-1, to be prepared and delivered in a timely manner to each of the Limited Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description Quarterly: Beginning with the first full Fiscal Quarter following the earlier to occur of the Initial Contribution Date or the Initial Investment Date, the General Partner shall endeavor to transmit to each Limited Partner within forty-five (45 days after the close of each of the first three Fiscal Quarters of each Fiscal Year, the summary financial statements of the Partnership prepared in accordance with generally accepted accounting principles (“GAAP”) from its books without audit or footnotes and subject to year-end adjustments; provided, however, that no such report shall be transmitted or prepared with respect to any Fiscal Quarter ending prior to such earlier date. + +Annual: The General Partner shall endeavor to transmit to each Limited Partner, within ninety (90) days after the close of each of the Partnership’s Fiscal Years, beginning with the Fiscal Year ending December 31 of the year that includes the earlier to occur of the Initial Contribution Date or the Initial Investment Date, audited financial statements of the Partnership for the prior Fiscal Year prepared in accordance with GAAP consistently applied. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description See Section 9.2. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: Yes + + +Is the management fee offset by any such placement fees: Yes is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Dissolution from description Dissolution. Notwithstanding Section 2.1, the Partnership Term shall end early upon the first to occur of the following (if any): +(a) Ninety (90) days after the affirmative vote of two-thirds in interest of the Fund Investors, following the occurrence of a Keyperson Event. +(b) Ninety (90) days after the affirmative vote of eighty percent in interest of the Fund Investors to end the Partnership Term; provided, that such vote shall not occur until after the second anniversary of the Initial Contribution Date. +(c) Ninety (90) days after a removal vote pursuant to Section 2.4(b) if a Substitute General Partner has not been appointed by the Fund Investors at such time. +(d) Upon the bankruptcy or dissolution and winding up of the affairs of the General Partner. +(e) Upon the entry of a decree of judicial dissolution under Section 17-802 of the Act. +(f) Upon the election of the General Partner following the sale or disposition of all or +substantially all of the Partnership’s assets. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Excuse for Certain Investments from description Notwithstanding anything in this Agreement to the contrary, if at any time the Partnership proposes to make an investment that, although not prohibited by this Agreement, would be (i)(A) in a Portfolio Company from which a Limited Partner was previously excluded from participating pursuant to this Section 11.13 or (B) of a type from which the General Partner believes would be necessary or advisable to exclude a Limited Partner to avoid or minimize material onerous legal, tax or other regulatory requirements applicable to the Partnership, the Management Company or the General Partner or their respective Affiliates, members or equity holders that cannot reasonably be avoided without material adverse consequences, or (ii) in a type of investment that the General Partner and a Limited Partner have agreed in writing that, based on the particular investment, legal, policy or similar considerations applicable to such Limited Partner, such Limited Partner shall not be permitted to participate or shall be excused from participating, then at the General Partner’s election the Partnership shall make the arrangements described in this Section 11.13 to exclude or excuse, as applicable, such Limited Partner from participation in such investment in such Portfolio Company. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LPAC from description Please note the provision for an LPAC in 9.8. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Delaware LLC. Managing Member is a Delaware LLC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description Commencing upon the date of this Agreement, the Managing Member shall receive a management fee (the “Management Fee”) equal to one percent (1.0%) per annum on the aggregate Capital Commitments of the Members. The Management Fee shall be payable monthly in advance and calculated as of the first day of each such month, as determined by the Managing Member. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description None is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description ""Investment Period” means the period commencing from the date of the Initial Closing and continuing for five years thereafter; provided, however, that the Managing Member may extend the Investment Period if approved by Members holding more than 66.66% of the then outstanding Fund Interests. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description (b) the 15th anniversary of the Initial Closing; provided, however, that the Managing Member may, in its sole discretion, further extend the termination of the Fund for up to three (3) additional one-year period(s), during which the Managing Member may cause the Fund to liquidate all or a portion of the Portfolio Investments; provided further, however, that in the event there are any remaining Investments as of the end of such period(s), then the Members holding more than 66.66% of the then outstanding Fund Interests may elect to (i) extend the term of the Fund (including the ability of the Fund to acquire new Investments during such period, as applicable) for such period of time as agreed to by such Members, or (ii) dissolve the Fund; is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description during the Investment Period (as defined below) (as may be extended pursuant to the terms set forth herein), the Managing Member reserves the right in its sole discretion to reinvest all Investment Proceeds in existing or new Investments and, thereafter, only in Investments that are subject to binding commitments entered into during the Investment Period, is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description Provided that the Fund shall have received subscriptions of at least $1,000,000 (which amount may be adjusted in the sole discretion of the Managing Member), the Managing Member shall, when and as determined by it, conduct an initial closing (the “Initial Closing”) at which time the Members shall be required to fund up to 100% of their respective Capital Commitments, as determined by the Managing Member in its sole discretion. Any portion of a Member’s Capital Commitments not funded at the Initial Closing as described above shall be funded as and when called by the Managing Member as described below (such call, a “Capital Call”). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description Investment Proceeds shall be distributed in the following order of priority: +(a) First, one hundred percent (100%) to the Members, in an amount equal to, and in proportion to, the Unreturned Capital Contributions of the Members; +(b) Second, one hundred percent (100%) to the Members (other than the Managing Member), in an amount equal to, and in proportion to, the Preferred Return of the Members (100% of Capital Contributions); +(c) Third, one hundred percent (100%) to the Managing Member until the Managing Member has received cumulative distributions pursuant to this Section 7.2(c) in an aggregate amount equal 30% of the total amounts distributed pursuant to both Section 7.2(b) and this Section 7.2(c); and +(d) Thereafter, (i) 70% to the Members in proportion to their Fund Interests; and (ii) 30% to the Managing Member. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Managing Member may cause the Fund to borrow, issue debt, provide guarantee or otherwise incur leverage (each, a “Leverage Transaction”) up to such percentage of the Fund’s aggregate Capital Contributions and Unpaid Capital Commitments (provided, however, that the Fund may only enter into a Leverage Transaction to the extent any such transaction would not cause the Fund to violate the provisions of the Venture Capital Fund Rule (as such term is defined in the Memorandum); is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Closings from description The Managing Member may, in its sole and absolute discretion, admit additional Members (the “Additional Members”), or permit any existing Member to increase its Capital Commitment at one or more subsequent closings (the “Subsequent Closings”); provided, however, that any such Subsequent Closing shall occur within twelve (12) months after the Initial Closing, or eighteen (18) months thereafter if the Managing Member elects to extend the initial period by an additional six (6) months, in its sole discretion. In the Managing Member’s sole discretion, any such Additional Members (or any existing Member that increased its Capital Commitment) may be required to fund some or all of their Capital Commitment (or increased Capital Commitment, as the case may be) at the time of any such Subsequent Closing. With respect to a Subsequent Closing, if any, the Managing Member may, in its sole discretion, do any or none of the following: (i) revalue the assets of the Fund for purposes of “booking up” (as contemplated by Section 8.2) the Capital Accounts of the Members other than such additional Member(s); (ii) redetermine the Fund Interests of the Members (including in a manner that reflects any revaluation contemplated by clause (i)); and/or (iii) make such adjustments as it deems reasonably necessary to the various balances required to be maintained with respect to the Members (including, without limitation, the amount of Capital Contributions each Member is deemed to have made with respect to any Portfolio Investment(s)) to reflect any admission of such additional Member or any action contemplated by this Section 8.4. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term In-Kind Distributions from description after the expiration of the Investment Period, the Managing Member may determine to distribute to the Members the securities of one or more issuer(s) underlying any Portfolio Investment held by the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description None is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Standard list of fund expenses. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description The Managing Member shall pay all expenses related to organizing the Fund, including but not limited to legal and accounting fees, printing and mailing expenses and governmental filing fees (including blue sky filing fees), and the Fund shall reimburse the Managing Member from the initial Capital Contributions for such organizational expenses. The Fund may amortize organizational and initial offering expenses over a period of up to sixty (60) months commencing the date of the Initial Closing if the Managing Member believes that such treatment is more equitable, which may result in the qualification of the opinion of the auditors as required by the U.S. generally accepted accounting principles (as applicable). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Audit from description Yes. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts (8.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocation of Net Profit and Net Losses (8.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Regulatory Allocations (8.6) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocation for Tax Purposes (8.7) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions (7.3) from description Notwithstanding Section 7.2 hereof, but subject to the limitations and restrictions as may be imposed by lenders of the Fund (or of any subsidiary of the Fund) from time to time, the Managing Member may (in its sole and absolute discretion) cause the Fund to distribute to the Members, to the extent Investment Proceeds are available for distribution or to the extent Additional Capital Contributions are made to make any such distribution, as contemplated by Section 8.1(a)(ii), an amount designed to assist in satisfying their tax liability (or the tax liabilities of the beneficial owner(s) of such Members) arising from allocations of income or gain of the Fund in any Fiscal Year for which such an allocation is required (a “Tax Distribution”). +(a) Amount of Distribution. In determining the amount of any Tax Distribution, it shall be assumed that items of income, gain, loss, deduction and credit allocated to the Members from the Fund were the only such items entering into the computation of tax liability of the Members for the Fiscal Year in respect of which the Tax Distribution was made and that the Members were subject to tax at a tax rate equal to the highest combined federal and state tax rate for a resident of Miami, Delaware. In computing each such Member’s hypothetical tax liability hereunder, due account shall be taken of any items of loss, deduction or credit attributable to the Member’s Fund Interest that may be carried forward from any other taxable year of the Fund. +(b) Limitations of Tax Distribution. The amount to be distributed to the Members as a Tax Distribution in respect of any Fiscal Year shall be computed as if any actual distributions made to the Members during such Fiscal Year were Tax Distributions in respect of such Fiscal Year. +(c) Effect of Tax Distributions. Any Tax Distributions made pursuant to this Section 7.3 shall be considered an advance against future distributions payable to the Members and shall reduce such distributions. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term K-1 Timing from description Copies of all Fund tax returns, information returns or reports shall be available to all Members as soon as possible after the close of the Fund Fiscal Year at the offices of the Fund. Copies of Schedule K 1 of the Fund Tax Return shall be distributed to all Members as soon as practicable after the Fund Fiscal Year. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description (c) The Managing Member shall cause to be prepared and distributed to each Member as soon as practicable following the end of the first full Fiscal Year following the year in which the Initial Closing (as defined below) occurs and each Fiscal Year thereafter annual financial statements prepared in accordance with generally accepted accounting principles (or on such other basis, such as tax or cash, as determined by the Managing Member in its sole discretion) and, at the sole option of the Managing Member, audited by an independent certified public accounting firm. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Final Statement from description As soon as practicable after the dissolution of the Fund, a final statement of its assets and liabilities shall be prepared by the accountants for the Fund and furnished to the Members. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description Not specified, but there are references throughout to ""fair market value, as determined by the Managing Member"" is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description The Managing Member may sell Fund Interests through Financial Industry Regulatory Authority, Inc. (“FINRA”) registered broker-dealers or placement agents and may pay a fee or commission in connection therewith. Any such fees or commissions will be fully disclosed and agreed to amongst the parties involved. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term Fund Control Structure from description NEBULAR FUND I, LP, a Delaware limited partnership (the “Partnership”), in accordance with the provisions of the Delaware Revised Uniform Limited Partnership Act is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description 1% is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description The “Management Fee Percentage” shall initially be 0.625% (i.e., 2.5% annually); subject to further reductions as described below. After the Investment Period, the Management Fee Percentage will be reduced by an amount determined by the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee (12/5) from description The “Management Fee Percentage” shall initially be 0.625% (i.e., 2.5% annually); subject to further reductions as described below. On the first Fee Date after the third anniversary of the Activation Date (the “Fee Reduction Date”), the Management Fee Percentage reduces by 0.0625 percentage points and on each anniversary of the Fee Reduction Date it reduces by an additional 0.0625 percentage points until the Management Fee Percentage equals 0.25% (i.e., 1.0% annually). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description Yes is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description $30M cap. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Cashless Contributions from description 4.3(b): For all purposes of this Agreement other than paragraph 14.5, but including paragraph 4.3(a), the General Partner shall be deemed to have made capital contributions to the Partnership equal to (i) its capital contributions actually made to the Partnership, plus (ii) an amount of deemed capital contributions equal to the Management Fee Waiver Amount. + +5.1(d): +(i) If cumulative Profit exceeds cumulative Loss (the amount of that excess (which for the avoidance of doubt cannot be less than $0), “Cumulative Fund Net Profit” ), then before allocations of Profit are made under paragraph 5.1(a), Profit shall be allocated to the General Partner until aggregate allocations Profit under this paragraph 5.1(d) less allocations of Loss under this paragraph 5.1(d) (“Cumulative 5.1(d) Allocated Net Profit”) equals the lesser of the Management Fee Waiver Amount and Cumulative Fund Net Profit. +(ii) If Cumulative Fund Net Profit is less than Cumulative 5.1(d) Allocated Net Profit, then before allocations of Loss are made under paragraph 5.1(b), Loss shall be allocated to the General Partner until Cumulative 5.1(d) Allocated Net Profit equals Cumulative Fund Net Profit. + +6.1(d): The General Partner may, before, on, or promptly after the Initial Closing Date, irrevocably waive an amount of the Management Fee (that amount, the “Management Fee Waiver Amount”) to which it otherwise would be entitled. The Management Fee Waiver Amount shall be communicated to the LPAC or the Limited Partners in a written notice (that notice, the “Management Fee Waiver Notice”). The Management Fee Waiver Notice shall specify both the gross amount of the Management Fee waived thereby and specify the timing of each waived fee either according to a specific schedule of amounts aggregating to the Management Fee Waiver Amount or providing that those fee waivers shall be deemed to occur as and when capital contributions are required with respect to the General Partner’s Capital Commitment. The Management Fee otherwise payable to the General Partner (or to the Management Company) shall be reduced as specified in the Management Fee Waiver Notice. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description (a) Distributions under this paragraph 7.5 shall be preliminarily apportioned among all Partners in accordance with their respective Partnership Percentages. The amount of such distributions so apportioned to the General Partner shall be distributed to the General Partner, and the amount so apportioned to each Limited Partner shall be distributed between the General Partner and that Limited Partner as follows: +(i) First, 100% to that Limited Partner until that Limited Partner has received aggregate distributions under paragraph 7.4 (that are deemed distributions under this paragraph 7.5(a)(i)) and this paragraph 7.5(a)(i) (with any in-kind distributions valued at the time of distribution in accordance with paragraph 12.1) equal to 100% of that Limited Partner’s capital contributions to the Partnership. +(ii) Second, 80% to that Limited Partner and 20% to the General Partner until that Limited Partner has received aggregate distributions under paragraph 7.4 (that are deemed distributions under paragraph 7.5(a)(i) or this paragraph 7.5(a)(ii)), paragraph 7.5(a)(i), and this paragraph 7.5(a)(ii) (with any in-kind distributions valued at the time of distribution in accordance with paragraph 12.1) equal to 400% of that Limited Partner’s capital contributions to the Partnership. +(iii) Thereafter, 75% to that Limited Partner and 25% to the General Partner. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description The following new paragraph has been added as 10.5(c) (this relates to the LP clawback in 4.2(c)): If Partners are required to recontribute distributions under paragraph 4.2(c) after the final liquidation and winding up of the Partnership, the amount of the General Partner’s obligation under paragraph 10.5(a) shall be recomputed by treating the expense giving rise to the return of distributions under paragraph 4.2(c) as if it had occurred before final liquidation. The difference between the amount originally computed under paragraph 10.5(a) as of the final liquidation and winding up of the Partnership and the amount described in the immediately preceding sentence shall reduce dollar for dollar the aggregate amount otherwise required to be recontributed by the Partners under paragraph 4.2(c). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description There is an LP clawback in 4.2(c): If, in the sole discretion of the General Partner, Partnership assets remain insufficient to fulfill any obligations or liabilities of the Partnership following the contribution to the Partnership of all Committed Capital reserved by the General Partner for investments (i.e., excluding capital reserved for future Management Fees and Partnership Expenses), the General Partner may recall distributions previously made to the Partners solely for the purpose of fulfilling or satisfying such an obligation or liability of the Partnership (including recall obligations related to merger or acquisition proceeds and indemnity obligations). The obligation to recontribute distributions under this paragraph 4.2(c) shall be applied in proportion to the aggregate distributions received by the Partners from the Partnership (in each case, with any in-kind distributions valued in accordance with paragraph 12.1). In no event shall any Partner be required to return prior distributions under this paragraph 4.2(c) in an amount in excess of the lesser of (1) 25% of such Partner’s Capital Commitment (provided that the limitation in this clause (1) shall not apply to the General Partner), and (2) distributions previously received by such Partner (or such Partner’s predecessor in interest) from the Partnership. In no event shall the General Partner be required to return prior distributions under this paragraph 4.2(c) in an amount in excess of (1) 25% of its Capital Commitment, plus (2) 100% of amounts distributed to the General Partner with respect to its carried interest as reduced by the product of such amount multiplied by the Applicable Tax Rate. In no event will the General Partner be permitted to recall part or all of a distribution after the date three years from the date that the distribution was made; provided that this three-year period shall toll if the General Partner has provided notice to the Partners at any time during or before such three-year period that the Partnership is in the process of litigating, arbitrating, settling, or otherwise resolving any obligation or liability of the Partnership. A Partner’s obligation to return distributions to the Partnership under this paragraph 4.2(c) shall survive the liquidation of the Partnership, and the Partnership may pursue and enforce all rights and remedies it may have against each Partner under this paragraph 4.2(c) including instituting a lawsuit to collect such amounts with interest from the due date an annual rate equal to the Prime Rate plus four percentage points (or if less, the highest rate permitted by applicable law). The provisions of this paragraph 4.2(c) shall not be construed or interpreted as inuring to the benefit of any creditor of any of the Partnership, a Limited Partner, the General Partner, or any Covered Person. If, for any reason other than satisfaction of an obligation or liability by the Partnership, any such obligation or liability is cancelled or terminated, in whole or in part, the Partnership shall return to the Partners the unused portion of the distributions that were returned. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Fund Expenses from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description $50K cap. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description No. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Sections from description General tax note: This used the BYOGP LPA template that existed before all of the changes we recently made. So any notes on the prior BYOGP funds that you've made in CT or elsewhere to accommodate those funds should be made for this fund as well. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocation of Profit or Loss (5.1) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term K-1 Timing from description 120 days. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description 45 days for quarterly, 120 for annual reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: No + +Is the management fee offset by any such placement fees: Yes. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer (12/5) from description Are placement fees listed as a permissible fund expense: Yes + +Is the management fee offset by any such placement fees: No. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Amendments from description The General Partner shall provide each Limited Partner with a copy of each effective amendment no later than the end of the calendar quarter following the effectiveness of the amendment. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term NTS: 25% initial drawdown / $50k called upfront from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term Offline closing for Tribe from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term Fund Control Structure from description Delaware limited partnership. GP is a Delaware LLC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description One or more of the GP Affiliated Persons shall make aggregate Commitments at least equal to the lesser of two hundred and twenty-five thousand dollars ($225,000) or one and a half percent (1.5%) of total Commitments. In lieu of, or in addition to, making a Capital Contribution in cash, one or more of the GP Affiliated Persons may contribute one or more “warehoused” investments, as described in Section 5.9(e). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description (i) During the Investment Period, the Management Fee will equal two percent (2.0%) of the sum of the aggregate Commitments of the Partners and the principal amount of any debt financing incurred by the Partnership. For the avoidance of doubt, “debt financing incurred” shall refer only to the principal amount of any debt financing actually disbursed and will not include any committed, but undisbursed amounts. +(ii) After the Investment Period, the Management Fee will equal two percent (2.0%) of the cost basis of all Portfolio Company investments, including any Follow-On Investments, other than such investments that have been sold, liquidated or written off. +NO fee charged to GP commitment. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Management Fee Offset from description (c) One hundred percent (100%) of the net proceeds of any transaction fees, closing fees or break-up fees and any compensation, including options, warrants and other non-cash forms of compensation, paid for consulting or advisory services that are approved of by the Advisory Committee, or for serving as a director that are received by a Principal, the Management Company or the General Partner in connection with an investment or potential investment with respect to Portfolio Companies (collectively, “Offset Fees”) will be applied to reduce the Management Fees subsequently payable by the Limited Partners pro rata in accordance with the Limited Partners’ Capital Contributions, or in the case of a potential investment, in accordance with the Limited Partners’ Commitments. + +If the Partnership bears any placement agent or finder’s fees that relate to the offering of Interests to prospective investors (“Placement Fees”), the Management Fee shall be reduced by an amount equal to such Placement Fees. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description The General Partner may call capital pursuant to Section 3.2(a), from time to time, for new Portfolio Investments during the period commencing as of the Initial Closing and ending on the fifth anniversary of the Initial Closing (the “Investment Period”). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description 10 years. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description In connection with the Partnership’s receipt of proceeds from the disposition of a Portfolio Investment, or portion thereof, or distribution from a Portfolio Investment during the Investment Period, the General Partner shall be authorized to either (a) reinvest (or reserve for reinvestment) all or part of such proceeds, or use (or reserve) all or part of such proceeds for the payment of Partnership Expenses (including the Management Fee), or (b) make one or more distributions to the Partners that increase each Partner’s Unfunded Commitment by an amount equal to the amounts distributed to it (and such amounts will be subject to recall by the Partnership for any purpose that Capital Contributions may be called), provided, that notice of any distribution subject to recall is provided to the Limited Partners in advance of the Partnership making such distribution. Notwithstanding the foregoing, the aggregate cost basis of all Portfolio Investments made by the Partnership will not exceed one hundred and twenty percent (120%) of aggregate Commitments. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Capital Contributions from description The Partners shall make Capital Contributions to the Partnership in immediately available funds upon at least ten (10) Business Days’ notice; provided, that the General Partner may, and intends to, make an initial call of Capital Contributions on less than ten (10) Business Days’ notice at the Initial Closing. The General Partner will call Capital Contributions in accordance with and generally in proportion to the Partners respective Unfunded Commitments, subject to any adjustments pursuant to Section 3.1, at such times and in such amounts as determined by the General Partner in its discretion for Partnership Expenses and any other matter determined appropriate by the General Partner, including pursuant to Section 3.7; provided that if the General Partner calls Capital Contributions for the Management Fee, the General Partner will call Capital Contributions based on the Management Fee allocable to each such Limited Partner; provided, further, that each Limited Partner whose Commitment is less than or equal to the Minimum Commitment may, at the General Partner’s sole discretion, be required to contribute one hundred percent (100%) of such Limited Partner’s Commitment upon such Limited Partner being admitted to the Partnership, and such Capital Contribution shall be deemed to satisfy future capital calls from the General Partner pursuant to Section 3.1(c). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description The preliminary share of Available Proceeds apportioned to the Limited Partners (other than any GP Affiliated Person(s)) will be further divided between each Limited Partner and the General Partner in the following priority and manner: +(i) First, one hundred percent (100%) to the Limited Partner until such time as the Limited Partner has received aggregate distributions pursuant to this Section 4.2(a)(i) equal to the Limited Partner’s aggregate Capital Contributions; and +(ii) Thereafter, eighty percent (80%) to the Limited Partner and twenty percent (20%) to the General Partner. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description See LPA Section 3.8. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Closings from description (c) Each Limited Partner making a new or additional Commitment at a Subsequent Closing (such additional Limited Partner or, with respect to a Limited Partner making an additional Commitment, the Limited Partner to the extent of the increase in its Commitment, an “Additional Limited Partner”) shall be subject to the same terms and conditions of the Partnership that apply to the Limited Partners at the Initial Closing. Notwithstanding the foregoing, an Additional Limited Partner, shall contribute at the time of its admission to the Partnership (or such other time determined by the General Partner): (i) the amount of Capital Contributions (other than Capital Contributions for the Management Fee) that the Additional Limited Partner would have made to date if admitted at the Initial Closing; (ii) the amount of Capital Contributions for Management Fees that the Additional Limited Partner would have made to date if admitted at the Initial Closing. Each Additional Limited Partner participating in a Subsequent Closing shall participate in all existing Portfolio Investments of the Partnership (as though they were admitted as of the Initial Closing) and have their Capital Contributions allocated to each Portfolio Investment on a pro rata basis with existing Limited Partners based on their respective Percentage Interests, subject to adjustment for the withdrawal of any Partner or otherwise pursuant to this Agreement, provided, that if one or more dispositions of Portfolio Investments occurred prior to the applicable Subsequent Closing, the General Partner may, in its sole discretion, adjust the allocation(s) of proceeds from subsequent disposition(s) of Portfolio Investment(s) that are made to the Limited Partners, or take such other action as it deems in good faith to be appropriate, to ensure that the Additional Limited Partners are allocated their proportionate share of all proceeds from the dispositions of Portfolio Investments. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Prior to the winding up and dissolution of the Partnership, the General Partner may distribute (i) cash or Marketable Securities as distributions in kind, and (ii) securities or other property other than cash or Marketable Securities, including without limitation, any Digital Asset and/or limited partnership interest in an Underlying Fund, with the prior approval of the Advisory Committee or a Majority in Interest of the Limited Partners, provided, that if a Limited Partner elects not to receive distributions or Marketable Securities, the General Partner shall use commercially reasonable efforts to sell any securities that would otherwise have been distributed to such Limited Partner for cash. Upon the winding up and dissolution of the Partnership, the General Partner may distribute cash, Marketable Securities and any other securities or other property as distributions in kind pursuant to Section 12.3. In the event that a distribution of Marketable Securities or other securities or property is made, such securities or property shall be deemed to have been sold at their fair market value measured on the date of such distribution and the available proceeds of such sale shall be deemed to have been distributed as Available Proceeds to the Partners pursuant to Section 4.2. Distributions of Marketable Securities and, subject to the terms of this Section 4.5, distributions of any other securities or other property shall be made in proportion to the aggregate amounts that would be distributed to each Partner pursuant to Section 4.2, as determined by the General Partner in its discretion. The General Partner may cause certificates evidencing any securities (other than Marketable Securities) to be distributed to be imprinted with legends as to such restrictions on transfer as it may determine are necessary or appropriate, including legends as to applicable securities laws or other legal or contractual restrictions, and may require any Partner to which securities are to be distributed, as a condition to such distribution, to agree in writing (a) that such Partner will not transfer such securities except in compliance with such restrictions and (b) to such other matters as the General Partner may determine are necessary or appropriate. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description (a) As promptly as practicable (but not more than ninety (90) days) after the liquidation of the Partnership, the General Partner shall determine whether there was an Over Distribution. An “Over Distribution” means the positive amount determined by subtracting (i) the cumulative distributions that would have been received by the General Partner as Carried Interest determined as though the Partnership retained all of the Partnership’s distributions to the Partners since inception and made a single distribution to the Partners on the date of the Partnership’s final distribution pursuant to Section 12.3, from (ii) the cumulative distributions that the General Partner actually received as Carried Interest over the Partnership’s term. In the event there is an Over Distribution, the General Partner shall contribute to the Partnership for distribution to all Limited Partners pro rata in accordance with their respective Percentage Interest the amount of the Over Distribution. Notwithstanding the foregoing, in no event will the General Partner be required to restore, pursuant to this Section 4.9(a), more than the cumulative Carried Interest distributions received by the General Partner less taxes imposed on such amounts of allocations related thereto, determined using the Combined Tax Rate is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description See LPA Section 4.10 (this is an LP clawback provision). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Standard list of fund expenses. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description The Partnership shall bear the Partnership’s pro rata share of all expenses incidental to the organization of the Partnership and related entities (the “Organizational Expenses”), up to two hundred and fifty thousand dollars ($250,000.00) or such higher amount as the Advisory Committee may approve (the “Organizational Expense Cap”). The General Partner, the Management Company and/or their Affiliate(s) shall bear all Organizational Expenses in excess of the Organizational Expense Cap, unless otherwise approved by the Advisory Committee or a Majority in Interest of the Limited Partners . is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description Yes. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Partnership Treatment (2.8) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts (3.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Withholding Taxes (4.7) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Profit or Loss (6.1) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Loss Limitation (6.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Regulatory Allocations (6.3) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Allocations (6.4) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Other Allocation Rules (6.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions (4.4) from description Notwithstanding Section 4.2, but subject to the amount of Available Proceeds, with respect to each Fiscal Year (or other relevant period), the General Partner is entitled to receive cash distributions from the Partnership (after taking into account any other distributions received by the General Partner in such Fiscal Year (or other relevant period)) in amounts sufficient to enable the General Partner and the members of the General Partner to discharge any tax liabilities (including estimated tax liabilities) arising as a result of the General Partner’s Carried Interest, determined by assuming the applicability of the Combined Tax Rate. Such distributions will reduce the distributions of Carried Interest to which the General Partner is otherwise entitled to pursuant to Section 4.2. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term K-1 Timing from description The General Partner shall send to each Person who was a Partner at any time during such year an IRS Schedule K-l annually. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description The General Partner will use commercially reasonable efforts to send to each Limited Partner annual audited financial statements within one hundred and twenty (120) days after the end of each fiscal year. For the first three (3) quarters of each year, each Limited Partner will be furnished with unaudited financial statements, a statement of capital account and a schedule of new and existing investments within in sixty (60) days after the end of the applicable quarter. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description See LPA Section 9.1. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: No + +Is the management fee offset by any such placement fees: Yes + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Removal from description There is removal for cause (50%) and no cause removal (75%) (see LPA Section 5.7). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Warehoused Investments from description See LPA Section 5.9(c). Warehoused investments may be part of the GP's capital contributions. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Feeder Funds from description See LPA Section 5.13. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Fund Control Structure from description Assure structure - Fund is a Delaware LLC managed by Assure Fund Management II, LLC is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description Not specified (there is no end). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description 10 years. + +Prior to a dissolution pursuant to Section 10.1, the Manager, in its sole discretion, may extend the period of time between the date of Closing and the Outside Date by unlimited successive one-year periods. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description Upon Closing, each participating Member shall make a Capital Contribution in an amount equal to its accepted Commitment (as defined in the Member's Subscription Agreement) in exchange for an Interest. No Member will be required to make any Capital Contribution beyond that Member's initial Capital Contribution or lend money to the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description Carry Percentage = 20% + +Amounts initially apportioned to the Manager will be distributed to the Manager, and amounts initially apportioned to a Member will be distributed to that Member, in the following proportions and order of priority: +(a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution and then +(b) The Carry Percentage of the remainder to the Organizer (as defined in this Agreement), if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description ""The Manager may, at its sole discretion, admit any Person as a Member upon signing a counterpart of this Agreement (which may be done by power of attorney or by any other document or instrument of the Fund that by its terms is deemed to be an execution of this Agreement). Admission will be effective when the Manager enters the name of that Person on the Interest Register. The Manager has the authority, in its sole discretion, to reject any subscription for an Interest in whole or in part. Each Member will continue to be a Member of the Fund until it ceases to be a member of the Fund in accordance with the provisions of this Agreement. + +following the Initial Closing, additional Interests may be issued for up to 6 months after the Initial Closing, after which no new Interests will be issued."" is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Permitted. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Standard. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description Standard, no cap. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts (3.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocation of Net Income and Loss (Article VI) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Amounts Withheld (7.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Tax Distributions from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description See ""Reports"" is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description The Fund will prepare and duly and timely file, at the Fund's expense, all tax returns required to be filed by the Fund. The Manager will send or cause to be sent to each Member within 90 days after the end of each Fiscal Year, or a later date as determined in the discretion of the Manager, information relating to the Fund as is necessary for the Member to complete its federal, state and local income tax returns that include that Fiscal Year. + +No provision of quarterly/annual reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description No real valuation section, but references to FMV. + +""Fair Market Value"" of property means the amount that would be paid for that property in cash at the closing by a hypothetical willing buyer to a hypothetical willing seller, each having knowledge of all relevant facts and neither being under a compulsion to buy or sell, as determined by the Manager in good faith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: No + +Is the management fee offset by any such placement fees: No + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Hustle Fund Special Opportunities, LLC is the Manager, Assure is the ""Administrative Manager"". Fund is a series of a Delaware series LLC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description The Manager may, but is not required to, subscribe to the Fund and be admitted as a Member with a Member's Interest. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description None is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description None is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description ""Outside Date"" means the last day of the ten-year period beginning on the Effective Date unless the Manager has extended that period in accordance with Section 10.2, in which case the ""Outside Date"" means the expiration of that extended period. + +Fund will terminate on the Outside Date. Prior to a dissolution pursuant to Section 10.1, the Manager, in its sole discretion, may extend the period of time between the date of Initial Closing and the Outside Date by unlimited successive one-year periods. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description Upon Closing, each participating Member shall make a Capital Contribution in an amount equal to its Subscription Amount (as defined in the Member's Subscription Agreement) in exchange for an Interest. + +The Manager, in its sole discretion, may accept Digital Assets as a Member's Capital Contribution. If a Member's Capital Contribution includes Digital Assets, then (i) the value of those Digital Assets will be the same U.S. dollar value those Digital Assets are accepted by a Portfolio Company; or (ii) the Manager will convert those Digital Assets into U.S. dollar at an exchange of its choice, and the Capital Contribution of that Member will be the U.S. dollar received upon conversion, net of any conversion fees. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution; and then +(b) The Carry Percentage of the remainder, if any, to the Organizer (""Carried Interest""); and the rest of the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. + +Carry Percentage is 0%. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Digital Asset distributions from description For Distributions that include Digital Assets, the valuation of those Digital Assets will be made by the Manager, in good faith, on the basis of the Fair Market Value of those Digital Assets as of the Set Valuation Date. The Capital Accounts of the Members will be adjusted accordingly as the result of any Distribution in kind. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description Except as provided in Article VIII, following the Initial Closing, additional Interests may be issued for up to six months after the Initial Closing, after which no new Interests will be issued. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Whenever a Distribution provided for in this Section 7.2 is payable in property other than cash, which may include Digital Assets, the value of the Distribution will be deemed to be the Fair Market Value of that property as determined in good faith by the Manager. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Reasonable fund expenses provision. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts (3.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocations of Net Income & Loss (Article VI) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Amounts WIthheld (7.6) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description From time to time, as required, the Manager shall cause to be delivered to each Person who was a Member at any time during a Fiscal Year a Schedule K-1, along with such other information, if any, with respect to the Fund as may be necessary for the preparation of such Member's income tax returns, including a statement showing such Member's share of income, gain or loss, expense and credits for such Fiscal Year for federal income tax purposes. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description No clause on quarterly or annual reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description ""Fair Market Value"" of property means the amount that would be paid for that property in cash by a hypothetical willing buyer to a hypothetical willing seller, each having knowledge of all relevant facts and neither being under a compulsion to buy or sell, as determined by the Manager in good faith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: [Yes] / [No] + +Reviewer instructions: If above response is ""No"", leave a comment in the ""Reviewer Comments"" column that (i) states that we must suggest adding the following language to the Fund's fund expenses provision in order for the fund to accept AL capital: ""syndication, private placement fee, or finder’s fees associated with the issuance of interests in the [Partnership // Fund]"" and (ii) suggests that the customer consult with their counsel to consider adding a related disclosure to the fund's PPM or Subscription Agreement, as applicable. + +Is the management fee offset by any such placement fees: [Yes] / [No] + +Reviewer Instructions: If above response is ""Yes"", we must request that the provision be changed in order for the fund to accept AL capital. + + +NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Follow-on Investment RIghts from description At times the Fund's investment in a Portfolio Company by its terms gives rise to preferential rights, requests to purchase additional shares in that Portfolio Company's future offerings, or a general right of first refusal (collectively, ""Follow- on Investment Rights""). The Fund hereby assigns and delegates all Follow-on Investment Rights to the Organizer. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or ""follow-on"" investments in that Portfolio Company, the Fund may make those follow on investments in accordance with the limitations and restrictions on additional Interests and Members under Section 4.4; provided, however, the Organizer may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making that follow on investment and may extend any investment opportunity to the Members at its own discretion. All decisions related to the exercise of these rights will belong to the Organizer and will be made at the Organizer's sole discretion. The Fund's Members acknowledge and agree that the rights described in this Section 4.13 are not actual rights or entitlements exercisable by the Fund or by any Member of the Fund. Each Member waives any right or remedy it may have in relation to the Organizer's exercise of these rights on behalf of the Fund. No action or inaction by the Organizer with respect to any Follow-on Investment Rights can be deemed to adversely impact any rights or entitlements vested in the Member by virtue of their beneficial ownership in the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Series LLC. Each vehicle listed above is a series of New Lab Ventures SPV, LLC, managed by Assure Fund Management II, LLC. Organizer is New Lab Holdings, LLC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description N/A. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description N/A - SPV is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description ""“Outside Date” shall mean the last day of the ten-year period beginning on the date of the Closing unless the Manager has extended such period in accordance with Section 10.2, in which case the “Outside Date” shall mean the expiration of such extended period. + +Prior to a dissolution pursuant to Paragraph 10.1, the Manager, in its sole discretion, may extend the period of time between the date of Closing and the Outside Date by unlimited successive one (1) year periods."" is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description N/A - SPV is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description All capital already contributed I think. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description (a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution and then +(b) The Carry Percentage of the remainder to the Organizer (as defined in this Agreement), if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. + + +""Carry Percentage"" means 20 percent. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, the Manager may cause the Fund to enter into a loan agreement in which funds are repaid or converted into an Interest even if such conversion causes a Member to be admitted after the date in Section 4.4 as long as the loan is made to the Fund prior to the date in Section 4.4 and all Members acknowledge that such admittance or loan agreement could impact their Distributions or dilute their Interests in the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description Except as provided in Article VIII and Section 5.10, following the Initial Closing, additional Interests may be issued for up to 6 months after the Initial Closing, after which no new Interests will be issued. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Permitted. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Reasonable fund expense provision. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description Paid by the fund, no cap. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts (3.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocations of Net Income & Loss (Article VI) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Amounts WIthheld (7.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description (b) Tax Reports. The Fund will prepare and duly and timely file, at the Fund's expense, all tax returns required to be filed by the Fund. The Manager will send or cause to be sent to each Member within 90 days after the end of each Fiscal Year, or a later date as determined in the discretion of the Manager, information relating to the Fund as is necessary for the Member to complete its federal, state and local income tax returns that include that Fiscal Year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description No clause on quarterly or annual reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description “Fair Market Value” of property means the amount that would be paid for such property in cash at the closing by a hypothetical willing buyer to a hypothetical willing seller, each having knowledge of all relevant facts and neither being under a compulsion to buy or sell, as determined by the Manager in good faith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: [Yes] / [No] + +Reviewer instructions: If above response is ""No"", leave a comment in the ""Reviewer Comments"" column that (i) states that we must suggest adding the following language to the Fund's fund expenses provision in order for the fund to accept AL capital: ""syndication, private placement fee, or finder’s fees associated with the issuance of interests in the [Partnership // Fund]"" and (ii) suggests that the customer consult with their counsel to consider adding a related disclosure to the fund's PPM or Subscription Agreement, as applicable. + +Is the management fee offset by any such placement fees: [Yes] / [No] + +Reviewer Instructions: If above response is ""Yes"", we must request that the provision be changed in order for the fund to accept AL capital. + + +NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Follow-on Investment RIghts from description At times the Fund's investment in a Portfolio Company by its terms gives rise to preferential rights, requests to purchase additional shares in that Portfolio Company's future offerings, or a general right of first refusal (collectively, ""Follow-on Investment Rights""). The Fund hereby assigns and delegates all Follow-on Investment Rights to the Organizer. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or ""follow-on"" investments in that Portfolio Company, the Fund may make those follow on investments; provided, however, the Organizer may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making that follow on investment and may extend any investment opportunity to the Members at its own discretion. All decisions related to the exercise of these rights will belong to the Organizer and will be made at the Organizer's sole discretion. The Fund's Members acknowledge and agree that the rights described in this Section 4.12 are not actual rights or entitlements exercisable by the Fund or by any Member of the Fund. Each Member waives any right or remedy it may have in relation to the Organizer's exercise of these rights on behalf of the Fund. No action or inaction by the Organizer with respect to any Follow-on Investment Rights can be deemed to adversely impact any rights or entitlements vested in the Member by virtue of their beneficial ownership in the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description Will be made by GP ""and its affiliates"". is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description No recycling. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Has section 8.5 on Subscription Facilities, which we don't support. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description No. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Sections from description See bold/underlined comment above in green highlights. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description See bold/underlined comment above in green highlights. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description The General Partner shall use commercially reasonable efforts to cause IRS Form 1065, Schedule K-1, and any other tax information reasonably requested by a Limited Partner to be prepared and delivered to the Limited Partners within a reasonable time after the close of each fiscal year of the Partnership, and Limited Partners shall be solely responsible for filing extensions or amendments, as necessary to account for receipt of such documents and information after any deadlines have passed is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description No quarterly reports. + +Beginning with fiscal year that ends after the Activation Date, the General Partner shall use commercially reasonable efforts to transmit to the Limited Partners within one hundred eighty (180) days after the close of each fiscal year of the Partnership, unaudited financial statements of the Partnership prepared in accordance with the terms of this Agreement and otherwise in accordance with GAAP, including an income statement for the year then ended and a balance sheet as of the end of such year, and a list of investments then held together with a valuation of the investments then held. The Limited Partners acknowledge that (a) the General Partner’s ability to timely deliver the annual reports required by this paragraph 11.4 may depend on the receipt by the Partnership of financial information from investment counterparties, and (b) the annual reports shall not include any information that the General Partner determines the disclosure of which might result in the Partnership or the General Partner violating any obligation of confidentiality, whether pursuant to any contract or law. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: No + +Is the management fee offset by any such placement fees: Yes + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Sections from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: [Yes] / [No] + +Reviewer instructions: If above response is ""No"", leave a comment in the ""Reviewer Comments"" column that (i) states that we must suggest adding the following language to the Fund's fund expenses provision in order for the fund to accept AL capital: ""syndication, private placement fee, or finder’s fees associated with the issuance of interests in the [Partnership // Fund]"" and (ii) suggests that the customer consult with their counsel to consider adding a related disclosure to the fund's PPM or Subscription Agreement, as applicable. + +Is the management fee offset by any such placement fees: [Yes] / [No] + +Reviewer Instructions: If above response is ""Yes"", we must request that the provision be changed in order for the fund to accept AL capital. + + +NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Custom Closing Flow Requirements from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term Fund Control Structure from description Series LLC. Each vehicle listed above is a series of New Lab Ventures SPV, LLC, managed by Assure Fund Management II, LLC. Organizer is New Lab Holdings, LLC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description N/A. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description N/A - SPV is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description ""“Outside Date” shall mean the last day of the ten-year period beginning on the date of the Closing unless the Manager has extended such period in accordance with Section 10.2, in which case the “Outside Date” shall mean the expiration of such extended period. + +Prior to a dissolution pursuant to Paragraph 10.1, the Manager, in its sole discretion, may extend the period of time between the date of Closing and the Outside Date by unlimited successive one (1) year periods."" is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description N/A - SPV is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description All capital already contributed I think. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Crypto Contributions from description The Manager, in its sole discretion, may accept Digital Assets as a Member's Capital Contribution. If a Member's Capital Contribution includes Digital Assets, then (i) the value of those Digital Assets will be the same U.S. dollar value those Digital Assets are accepted by a Portfolio Company; or (ii) the Manager will convert those Digital Assets into U.S. dollar at an exchange of its choice, and the Capital Contribution of that Member will be the U.S. dollar received upon conversion, net of any conversion fees is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Distributions Waterfall from description (a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution and then +(b) The Carry Percentage of the remainder to the Organizer (as defined in this Agreement), if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. + + +""Carry Percentage"" means 10 percent. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Crypto DIstributions from description For Distributions that include Digital Assets, the valuation of those Digital Assets will be made by the Manager, in good faith, on the basis of the Fair Market Value of those Digital Assets as of the Set Valuation Date. The Capital Accounts of the Members will be adjusted accordingly as the result of any Distribution in kind. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description Except as provided in Article VIII and Section 5.10, following the Initial Closing, additional Interests may be issued for up to 6 months after the Initial Closing, after which no new Interests will be issued. In the event the Organizer elects for the Fund to pursue Follow-on Investment Rights pursuant to Section 4.13, the Manager may issue additional Interests pro rata pursuant to each Member's Interest in the Fund and in furtherance of raising enough capital for such Follow-on Investment Rights and any expenses related thereto. In accordance with this Section 4.4, however, no additional Members may be admitted to the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Permitted. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Reasonable fund expense provision. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description Paid by the fund, no cap. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts (3.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocations of Net Income & Loss (Article VI) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Amounts WIthheld (7.6) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description From time to time, as required, the Manager shall cause to be delivered to each Person who was a Member at any time during a Fiscal Year a Schedule K-1, along with such other information, if any, with respect to the Fund as may be necessary for the preparation of such Member's income tax returns, including a statement showing such Member's share of income, gain or loss, expense and credits for such Fiscal Year for federal income tax purposes. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description No clause on quarterly or annual reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description “Fair Market Value” of property means the amount that would be paid for such property in cash at the closing by a hypothetical willing buyer to a hypothetical willing seller, each having knowledge of all relevant facts and neither being under a compulsion to buy or sell, as determined by the Manager in good faith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: [Yes] / [No] + +Reviewer instructions: If above response is ""No"", leave a comment in the ""Reviewer Comments"" column that (i) states that we must suggest adding the following language to the Fund's fund expenses provision in order for the fund to accept AL capital: ""syndication, private placement fee, or finder’s fees associated with the issuance of interests in the [Partnership // Fund]"" and (ii) suggests that the customer consult with their counsel to consider adding a related disclosure to the fund's PPM or Subscription Agreement, as applicable. + +Is the management fee offset by any such placement fees: [Yes] / [No] + +Reviewer Instructions: If above response is ""Yes"", we must request that the provision be changed in order for the fund to accept AL capital. + + +NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Follow-on Investment RIghts from description At times the Fund's investment in a Portfolio Company by its terms gives rise to preferential rights, requests to purchase additional shares in that Portfolio Company's future offerings, or a general right of first refusal (collectively, ""Follow-on Investment Rights""). The Fund hereby assigns and delegates all Follow-on Investment Rights to the Organizer. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or ""follow-on"" investments in that Portfolio Company, the Fund may make those follow on investments; provided, however, the Organizer may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making that follow on investment and may extend any investment opportunity to the Members at its own discretion. All decisions related to the exercise of these rights will belong to the Organizer and will be made at the Organizer's sole discretion. The Fund's Members acknowledge and agree that the rights described in this Section 4.12 are not actual rights or entitlements exercisable by the Fund or by any Member of the Fund. Each Member waives any right or remedy it may have in relation to the Organizer's exercise of these rights on behalf of the Fund. No action or inaction by the Organizer with respect to any Follow-on Investment Rights can be deemed to adversely impact any rights or entitlements vested in the Member by virtue of their beneficial ownership in the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Member-managed LLC with voting (that should all be on the platform). + +Some decisions require a Majority Interest, defined as: Majority Interest of the Members"" means, as of any date, any one or more Members whose Percentage Interests in the Company collectively represent more than fifty percent (50%) of the total Percentage Interests held by all Members as of such date; provided, that any Majority Interest of the Members must include both Jeff Fagan and Naval Ravikant. + +Investment Decisions must be approved by all Members. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description N/A - schedule will have initial capital contribution/percentage interest of each Member. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description (s) “Investment Period” means the period commencing on January 1, 2022 and ending on December 31, 2023. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description Until dissolved by a Majority Interest of the Members. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description No is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description 3.1 Initial Capital Contributions. On or before the Effective Date or at such later time determined by a Majority Interest of the Members, each Member shall make an initial Capital Contribution to the Company (the “Initial Capital Contribution”), in cash, in the amounts reflected in Exhibit A hereto. Upon the Company's receipt of a Member's Initial Capital Contribution the Member shall receive a credit to its Capital Account in such amount and shall have the Percentage Interest reflected in Exhibit A unless and until adjusted in accordance with this Agreement. + +3.2 Additional Contributions of the Members. Each Member shall make additional Capital Contributions in cash as requested by the Company upon ten (10) business days’ prior written notice; provided, that the aggregate Capital Contributions of the Members shall not exceed $30 million. Each Capital Contribution shall be made in accordance with the Percentage Interest of each Member. Notwithstanding anything in the foregoing to the contrary, no Member shall be required to make any Capital Contribution following the termination of the Investment Period, except as may be necessary for (i) operational purposes; (ii) completion of transactions with respect to which the Company has entered into a binding commitment or which were in process prior to the termination of the Investment Period; and (iii) fulfillment of liability obligations to the Company (including indemnification obligations). With respect to any additional Capital Contributions, Members shall receive a credit to their Capital Account in the amount of any additional Capital Contributions and, in the event disproportionate Capital Contributions by the Members are approved by a Majority Interest of the Members, each Member's Percentage Interest shall be adjusted accordingly in Exhibit A of this Agreement. + is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description Available Cash shall be distributed to the Members at convenient intervals reasonably determined by a Majority Interest of the Members during the term of this Agreement pro rata in accordance with their Percentage Interests as of the date of distribution. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description No is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Closings from description No new Members shall be admitted to the Company without the prior written consent of a Majority Interest of the Members. The terms and conditions applicable to the Membership Interests issued to any new Members admitted pursuant to this Section 4.1 shall be determined by the Members and approved by a Majority Interest of the Members. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Distributions upon dissolution may be made in cash or in kind or partly in cash and partly in kind. Distributions in kind may include the distribution to each Member each Member's pro rata share (based upon each Member's Percentage Interest) of any partnership interests held by the Company in the Investment Entity and all in kind distributions shall be made in accordance with and subject to reasonable conditions and restrictions uniformly applicable to all Members necessary or advisable in the discretion of the Liquidator in order to preserve the value of the assets so distributed. In the event of a distribution of any non-cash assets, the Liquidator may offer to some or all Members the right to elect either to (A) receive a distribution in kind of such non-cash assets or (B) have the Company dispose of all or any portion of such non-cash assets that otherwise would have been distributed to such Member at such price and on such terms as the Liquidator shall determine in good faith to be then achievable and to distribute to such Member the proceeds from such disposition. The Company may employ a broker to dispose of such non-cash assets. Any taxable income or gain recognized by the Company upon the disposition of such non-cash assets and any expenses (including, without limitation, underwriting costs and brokerage commissions) of such disposition shall be allocated equitably among those Members electing to receive proceeds instead of non-cash assets in kind. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description to (i) attorneys' and accountants' fees and insurance, regulatory or litigation expenses (including disbursements on behalf of the Company and damages and any tax or other audit expenses); (ii) all reasonable attorneys' fees and other legal expenses incurred in connection with the Company’s investments in the Spearhead Origination Funds; (iii) expenses incurred in connection with the winding up or liquidation of the Company; (iv) expenses incurred in connection with any amendments to the constituent documents of the Company; (v) expenses incurred in connection with distributions to the Members; and (vi) reasonable expenses for fund administration services rendered by any third-party service provider(s); is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":true,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description Not specified in this doc, but I believe the whole point of this vehicle was that they need it audited. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts (3.1) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocations of Profit and Loss (6.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reallocation (6.3) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Special Allocations (6.4) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Code Section 704(c) Allocations (6.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocations in Respect of a Transferred Interest (6.6) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Matters for the Company (8.3) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description No is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description Not specified, will default to whatever tier they are paying for I guess. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description Same as above. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Fund is a series of a Master LLC. Manager is Assure Fund Management II, LLC, ""Organizer"" is Stonks Advisors LLC. + +Management of the Fund is vested in the Manager. The Manager will instruct the Fund to follow the advice of the Organizer in accordance with the Advisory Agreement regarding any decisions the Fund may be asked to make as holder of the Portfolio Company Securities. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description Not specified (there is no end). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description 10 years. + +Prior to a dissolution pursuant to Section 10.1, the Manager, in its sole discretion, may extend the period of time between the date of Closing and the Outside Date by unlimited successive one-year periods. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description Upon Closing, each participating Member shall make a Capital Contribution in an amount equal to its accepted Commitment (as defined in the Member's Subscription Agreement) in exchange for an Interest. No Member will be required to make any Capital Contribution beyond that Member's initial Capital Contribution or lend money to the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Carry from description 0 carry. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, the Manager may cause the Fund to enter into a loan agreement in which funds are repaid or converted into an Interest even if such conversion causes a Member to be admitted after the date in Section 4.4 as long as the loan is made to the Fund prior to the date in Section 4.4 and all Members acknowledge that such admittance or loan agreement could impact their Distributions or dilute their Interests in the Fund is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Closings from description The Manager may, at its sole discretion, admit any Person as a Member upon signing a counterpart of this Agreement (which may be done by power of attorney or by any other document or instrument of the Fund that by its terms is deemed to be an execution of this Agreement). Admission will be effective when the Manager enters the name of that Person on the Interest Register. The Manager has the authority, in its sole discretion, to reject any subscription for an Interest in whole or in part. Each Member will continue to be a Member of the Fund until it ceases to be a member of the Fund in accordance with the provisions of this Agreement. + +following the Initial Closing, additional Interests may be issued for up to 6 months after the Initial Closing, after which no new Interests will be issued. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Permitted. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description Any Member receiving a Distribution in violation of the terms of this Agreement shall return that Distribution (or cash equal to the net fair value of any property so distributed, determined as of the date of Distribution) promptly following the Member's receipt of a request to return the Distribution from the Manager or from any other Member. No third party will be entitled to rely on the obligations to return Distributions set forth in this Agreement or to demand that the Fund or any Member make any request for any return. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Standard. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description Standard, no cap. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts (3.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocation of Net Income and Loss (Article VI) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Amounts Withheld (7.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description The Fund will prepare and duly and timely file, at the Fund's expense, all tax returns required to be filed by the Fund. The Manager will send or cause to be sent to each Member within 90 days after the end of each Fiscal Year, or a later date as determined in the discretion of the Manager, information relating to the Fund as is necessary for the Member to complete its federal, state and local income tax returns that include that Fiscal Year. + +No provision of quarterly/annual reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description No real valuation section, but references to FMV. + +""Fair Market Value"" of property means the amount that would be paid for that property in cash at the closing by a hypothetical willing buyer to a hypothetical willing seller, each having knowledge of all relevant facts and neither being under a compulsion to buy or sell, as determined by the Manager in good faith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Series of Innovative Opportunities, LLC, LLC. Manager is Assure, Organizer is Thomas Cole. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description Fees for Management Services. The Fund shall pay the Advisor a management fee calculated by multiplying the aggregate amount of committed capital by 3 percent. This is a one-time, upfront management fee due when the Fund's initial investment is consummated. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Term from description 10 years with unlimited one year extensions by the Manager. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description All capital contributed. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions Waterfall from description (a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution; and then +(b) The Carry Percentage of the remainder to the Organizer (as defined in this Agreement), if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. + +20% carry. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description Except as provided in Article VIII, following the Initial Closing, additional Interests may be issued for up to six months after the Initial Closing, after which no new Interests will be issued. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Permitted. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term LP Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Reasonable fund expense provision. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Organizational Expenses from description Paid by the fund, no cap. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Accounts (3.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Allocations of Net Income & Loss (Article VI) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Amounts WIthheld (7.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Tax Distributions from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term K-1 Timing from description The Fund will prepare and duly and timely file, at the Fund's expense, all tax returns required to be filed by the Fund. The Manager will send or cause to be sent to each Member within 90 days after the end of each Fiscal Year, or a later date as determined in the discretion of the Manager, information relating to the Fund as is necessary for the Member to complete its federal, state and local income tax returns that include that Fiscal Year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description No clause on quarterly or annual reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description ""Fair Market Value"" of property means the amount that would be paid for that property in cash at the closing by a hypothetical willing buyer to a hypothetical willing seller, each having knowledge of all relevant facts and neither being under a compulsion to buy or sell, as determined by the Manager in good faith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: [Yes] / [No] + +Reviewer instructions: If above response is ""No"", leave a comment in the ""Reviewer Comments"" column that (i) states that we must suggest adding the following language to the Fund's fund expenses provision in order for the fund to accept AL capital: ""syndication, private placement fee, or finder’s fees associated with the issuance of interests in the [Partnership // Fund]"" and (ii) suggests that the customer consult with their counsel to consider adding a related disclosure to the fund's PPM or Subscription Agreement, as applicable. + +Is the management fee offset by any such placement fees: [Yes] / [No] + +Reviewer Instructions: If above response is ""Yes"", we must request that the provision be changed in order for the fund to accept AL capital. + + +NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Follow-on Investment Rights from description At times the Fund's investment in a Portfolio Company by its terms gives rise to preferential rights, requests to purchase additional shares in that Portfolio Company's future offerings, or a general right of first refusal (collectively, ""Follow-on Investment Rights""). The Fund hereby assigns and delegates all Follow-on Investment Rights to the Organizer. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or ""follow-on"" investments in that Portfolio Company, the Fund may make those follow on investments; provided, however, the Organizer may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making that follow on investment and may extend any investment opportunity to the Members at its own discretion. All decisions related to the exercise of these rights will belong to the Organizer and will be made at the Organizer's sole discretion. The Fund's Members acknowledge and agree that the rights described in this Section 4.12 are not actual rights or entitlements exercisable by the Fund or by any Member of the Fund. Each Member waives any right or remedy it may have in relation to the Organizer's exercise of these rights on behalf of the Fund. No action or inaction by the Organizer with respect to any Follow-on Investment Rights can be deemed to adversely impact any rights or entitlements vested in the Member by virtue of their beneficial ownership in the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Control Structure from description Fund is a series of NotVCs, LP, a Delaware limited partnership. The General Partner is Fund GP, LLC. AngelList Advisors, LLC is the Investment Adviser. There is no Sub-Adviser. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term GP Commitment from description ""Fund Lead Commitment Amount"" means an amount no less than $3,100,000 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description .5% per quarter (2% annually) for the first 10 years, then 0%. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description The Management Fee, if any, shall be proportionately increased upon the date of admission of any additional Limited Partner to the applicable Class to reflect the increased Capital Commitments as if such Capital Commitments existed on the Initial Closing Date; provided, however, that no increase in Management Fee shall become payable with respect to a subscription until the Fiscal Quarter immediately following the Fiscal Quarter in which such subscription had been made, which first payment shall include any accrued amounts that would have been payable pursuant to Section 3.10.2 if such additional Capital Commitments had existed on the Initial Closing Date. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee from description The Management Fee, if any, shall be payable quarterly in advance beginning on the first business day of the full Fiscal Quarter immediately following the Initial Closing for the applicable Class, with subsequent installments to be paid quarterly on the first business day of each Fiscal Quarter thereafter for the period specified in the relevant Schedule hereto. There will be no payments of the Management Fee in respect of a period of less than a quarter of a Fiscal Year; provided, however, no refund or clawback will be provided for any portion of the Management Fee paid during the final Fiscal Quarter of the term of the Fund. The Management Fee, if any, shall be payable to a bank account specified by the Fund Lead (or its assignee) in writing to the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Management Fee Offset from description In the event that the Fund Lead waives an amount of Management Fee pursuant to Section 3.10.4, the Fund Lead, on its own behalf or on behalf of an assignee, shall subscribe for an Interest in the Fund and have a Capital Commitment to the Fund in an amount equal to its Management Fee Waiver Amount as provided in Section 3.10.4. In respect of this Interest, the Fund Lead or its assignee shall be treated as a Limited Partner in the Fund. The Fund Lead or its assignee shall be deemed to have made a Capital Contribution to the Fund in the same proportion and at the same time as each other Partner in respect of its Capital Commitment created pursuant to the preceding sentence. Each such deemed Capital Contribution shall result in a dollar-for dollar reduction in the amount of Management Fee that would otherwise be received as provided in Section 3.10.1 in the manner set forth in Section 3.10.4. For the avoidance of doubt, the Fund Lead or its assignee shall have a Subscription Amount equal to its Management Fee Waiver Amount (if any) and shall have irrevocably waived an amount of Management Fee equal to the Management Fee Waiver Amount (if any). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Investment Period / Term from description ""Termination Date"" means the twelfth-year anniversary of the Effective Date; provided, however, that prior to a dissolution pursuant to Section 7.1, the General Partner, in its sole discretion, may make up to two successive one-year deferrals of the Termination Date. +Investment Period is 36 months, provided, however, that the General Partner, in its sole discretion, may extend the definition of the Investment Period by up to twenty four additional successive one (1) month periods. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reinvestment of Capital from description The General Partner may, in its sole discretion, make any assets otherwise available for distribution pursuant to Section 4.7 available to be invested by the Fund in Portfolio Company Securities if the Fund is a Syndicate Fund, or Target Portfolio Company Securities if the Fund is a Multi-Security Fund, in accordance with the terms of this Agreement. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description Each Partner agrees to make (a) an initial Capital Contribution to the Fund upon the Closing in which such Partner is admitted into the Fund in an amount equal to the Initial Drawdown Amount and (b) such additional Capital Contributions to the Fund from time to time as hereinafter set forth; provided, however, that after the Investment Period, the General Partner may request Capital Contributions only to fund (i) expenses, Management and Platform Administrative Fees, if any, (ii) completion of transactions with respect to which the Fund (or an Affiliate thereof on behalf of the Fund) has entered into a commitment or were in the process prior to the expiration of the Investment Period, (iii) investments, directly or indirectly, into Follow-On Opportunities, and (iv) liabilities of the Fund (including but not limited to indemnification); and provided, further, that no Partner shall be required to make any Capital Contribution pursuant to this Section 3.4 which, together with all other Capital Contributions made by such Partner, would exceed such Partner's Capital Commitment. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Capital Contributions from description Each Limited Partner shall make Capital Contributions to the Fund in such amounts and at such times as the General Partner shall specify in notices (each a ""Drawdown Notice"") delivered from time to time to such Limited Partner pursuant to Section 3.4.2(b). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Carry from description See ""Distributions - Discretionary"" for waterfall. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Mandatory from description The Fund shall first use assets available for distribution to pay outstanding debts and obligations, if any, of the Fund, provided, however, that debts and obligations associated with one Class but not the other(s) should be paid from assets attributable to such Class only. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Distributions - Discretionary from description The amounts initially apportioned to each Class Limited Partner shall then be distributed in the following proportions and order of priority (except as otherwise provided herein), with each defined term operating with respect to that Limited Partner with respect to that Class: +(a) First, to that Limited Partner until that Limited Partner has received aggregate distributions under this Section 4.7.1(a) equal to its Capital Contributions; +(b) Second, if Fund-Level Carry Distributions are less than Target Fund-Level Carry Distributions, then to the Special Partner, the Investment Adviser, and the Sub-Adviser, apportioned under Section 4.7.2, until Fund-Level Carry Distributions equal Target Fund-Level Carry Distributions; +(c) Third, if Fund-Level Carry Distributions are more than Target Fund-Level Carry Distributions, then to that Limited Partner until Target Fund-Level Carry Distributions equal Fund-Level Carry Distributions; and +(d) Thereafter, (x) the Total Carry Percentage to the Special Partner, the Investment Adviser, and the Sub-Adviser, apportioned under Section 4.7.2, and (y) the remainder to that Limited Partner. +""Target Fund-Level Carry Distributions"" means with respect to a Limited Partner with respect to a Class means (x) the Total Carry Percentage multiplied by the sum of (i) the Apportioned Deal Partner Carry Distributions with respect to that Limited Partner with respect to that Class, plus (ii) the amounts previously distributed (including amounts immediately previously distributed as part of the same distribution) under Section 4.7.1(b), Section 4.7.1(c), and Section 4.7.1(d) with respect to that Limited Partner with respect to that Class, less (y) the Apportioned Deal Partner Carry Distributions with respect to that Limited Partner with respect to that Class. +""Fund-Level Carry Distributions"" with respect to a Limited Partner with respect to a Class means the distributions made (including amounts immediately previously distributed as part of the same distribution) to the Special Partner, the Investment Adviser, and the Sub-Adviser under Section 4.7.1(b) and Section 4.7.1(d) with respect to that Limited Partner with respect to that Class. +""Apportioned Deal Partner Carry Distributions"" with respect to a Limited Partner with respect to a Class, means (x) if that Class has not indicated that it is using a “Deal Partner Carry Offset” on Exhibit A, then $0, and (y) if that Class has indicated that it is using a “Deal Partner Carry Offset” on Exhibit A, then (i) subject to the following sentence, the value of the distributions made to, or fees paid to, Persons by each Entity other than that Class that were calculated solely as a percentage of (and paid solely out of) the profit (or a portion of the profit) otherwise allocable or distributable (directly or indirectly) to that Class, multiplied by (ii) a fraction, the numerator of which is that Partner’s Notional Capital Contributions to that Class, and the denominator of which is the aggregate Notional Capital Contributions to that Class. For the purposes of clause (i) of this definition, the General Partner shall take into account each distribution or payment that is described by that clause (i) that is made by each Intermediate Entity and shall use its good faith efforts to take into account each distribution or payment that is described in clause (i) that is made by each Entity other than an Intermediate Entity. +""Total Carry percentage"" means with respect to a Limited Partner, (a) subject to clause (b), twenty percent (20%), and (b) during any time that the distributions made to that Limited Partner equals at least 400% of that Limited Partner’s Capital Contributions, thirty percent (30%). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Unless otherwise provided on the Schedule for the applicable Class, if the General Partner shall reasonably determine that funds are necessary to make an investment or to pay Management Fees, Platform Administrative Fees or a Fund expense prior to the time all or a portion of such funds are otherwise made available by the Partners in accordance with this Section 3.4, the General Partner may borrow such funds, from Affiliates or otherwise, provided that the General Partner shall deliver an applicable Drawdown Notice or Notices in respect of such investment, Management Fee, Platform Administrative Fee or Fund expense promptly after making such borrowing. The General Partner shall repay any borrowings made under this Section 3.4.3 as promptly as practicable after funds for such repayment become available to the Fund. To the extent any borrowing by the Fund is attributable to Capital Contributions that are received by the Fund after the payment date specified in the applicable Drawdown Notice, the interest costs associated therewith shall be charged and allocated to the account of the Partner(s) that did not timely submit their Capital Contributions. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description Except with regard to amounts borrowed for less than 120 days to satisfy short-term needs of the Funds, the General Partner shall not cause the Fund to borrow money. The Fund shall not at any time borrow additional amounts if, as a consequence, the principal amount of the Fund’s indebtedness for borrowed money would exceed fifteen percent (15%) of the total Capital Commitments of the Limited Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Borrowing from description The General Partner may, on behalf of the Fund and/or for its own account, secure the payment of any indebtedness by mortgage, charge, pledge, lien or assignment of any interest in all or any part of the Fund’s assets (including its bank accounts) as well as the General Partner’s right to serve capital call notices on the Limited Partners and the Fund’s right to receive payment of the Capital Contributions called pursuant to such capital call notices and all rights relating thereto; provided, however, that no mortgage, charge, lien, assignment, transfer, pledge or grant shall convey to the transferee recourse against any Limited Partner beyond the obligation of the Limited Partner to make payments in respect of its Capital Contributions as set forth in the Subscription Agreement and this Agreement. In addition, the General Partner may pledge, hypothecate, mortgage, assign, transfer and grant security interest in all rights of the General Partner to prepay in whole or in part, refinance, recast, increase, modify or extend any such debt affecting any of the assets of the Partnership and in connection therewith to execute any extensions or renewals of any such debt and/or any other loans. The Fund shall not at any time borrow additional amounts if, as a consequence, the principal amount of the Partnership's indebtedness for borrowed money would exceed fifteen percent (15%) of the total Capital Commitments of the Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":false,""manual"":false,""nonFoundational"":true}" +"###Human: +Determine if the accounting term Closings from description The General Partner may issue Interests upon the receipt and acceptance of the Capital Contributions (including contributions deemed to have been made as described below at Section 3.4.1)), at the sole discretion of the General Partner, and admit as a Partner any Person that shall execute this Agreement or any other writing evidencing the intent of such Person to become a Partner and be bound by this Agreement, at such time as the General Partner determines in its sole discretion (the “Initial Closing”). At any time, and from time to time, the General Partner may, at one or more additional closings (each an “Additional Closing” and together with the Initial Closing, each a “Closing”), without obtaining the consent or permission of or giving notice to any Partner admitted in the Initial Closing or any prior Additional Closing, issue Interests in exchange for Capital Contributions and admit as Partners any Person that shall execute this Agreement or any other writing evidencing the intent of such Person to become a Partner and be bound by this Agreement. Such admission shall be effective when the General Partner enters the name of such Person on the register of Limited Partners and Interest ownership maintained by the Fund (the ""Interest Register""). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Closings from description In accordance with Section 3.2.2, each additional Person admitted as a Partner subsequent to the Effective Date (and each existing Limited Partner that increases its Subscription Amount) shall (i) execute and deliver to the Fund a counterpart of this Agreement or otherwise take such actions as the General Partner shall deem appropriate in order for such Partner to become bound by the terms of this Agreement and (ii) in the case of a Limited Partner, make a Capital Contribution in an amount equal to its accepted Subscription Amount in exchange for an Interest. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term In-Kind Distributions from description Subject to Section 4.7.1, at the sole discretion of the General Partner, distributions pursuant to this Article IV will be comprised of (i) Portfolio Company Securities, or (ii) cash or other securities if and to the extent that, in connection with a Liquidity Event, the Fund receives such cash or other securities in exchange for Portfolio Company Securities or from the sale of economic rights obtained in such Liquidity Event. Interim distributions will be made at such times as the General Partner determines in its sole discretion. Notwithstanding the foregoing, no distribution of securities shall be made to any Limited Partner to the extent such Limited Partner would be prohibited by applicable law from holding such securities. Securities distributed in kind pursuant to this Section, or securities distributed pursuant to Sections 4.7.7 or 7.2, shall be subject to such conditions and restrictions as the General Partner determines, in its sole discretion, are legally required or appropriate. Whenever types or classes of securities are distributed in kind, each Limited Partner shall receive its ratable portion of each type or class of securities distributed in kind. Unless otherwise agreed to by the General Partner, distributions to a Limited Partner will be made to its respective brokerage account designated on the Platform; provided that any cash distributions may, in the sole discretion of the General Partner, be made, in whole or in part, to the account from which the Limited Partner paid its Capital Contribution or to a Limited Partner's alternative account of which it informed the General Partner by way of timely written notice. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term General Partner Clawback from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Fund Expenses from description Except as otherwise expressly provided herein or on Exhibit A, the Fund shall bear the Management Fee and the Platform Administrative Fee, if any, and all organizational and operating expenses of the Fund and other expenses attributable to the activities of the Fund, including, but not limited to (i) attorneys' and accountants' fees (including, for the avoidance of doubt, any reasonable expense incurred in connection with an audit or the generation of any financial statements that may be required of the Fund by any Limited Partner) and insurance, regulatory or litigation expenses (including disbursements on behalf of the Fund and damages and any tax or other audit expenses) and any expenses contemplated under Section 10.4);; (ii) all reasonable attorneys' fees and other legal expenses incurred in connection with the Fund's investments in Portfolio Company Securities; (iii) expenses incurred in connection with the winding up or liquidation of the Fund (i.e. Permissible Liquidation Expenses); (iv) expenses incurred in connection with any amendments to the constituent documents of the Fund and related entities, and in connection with any agreements between the Fund, the General Partner or third parties; (v) expenses incurred in connection with distributions to the Limited Partners and in connection with any meetings of Limited Partners called by the General Partner; and (vi) reasonable expenses for fund administration services rendered by any third-party service provider(s). ); and (vii) expenses incurred in connection with the formation, maintenance, operation of the Sub-Adviser, Special Partner, or other entity formed for the purpose of facilitating the management of the Fund, including without limitation incorporation, legal and accounting expenses. Expenses specific to the formation and operation of a Fund partnership class are paid from the Capital Contributions of the Limited Partners of such Class only. Fund expenses may be capped or waived at the discretion of the General Partner. The Investment Adviser may, in its sole discretion, direct the General Partner to set aside a cash reserve to pay for anticipated expenses of the Fund, and any unused portion thereof shall be returned to the investors is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Audit from description No audit obligation imposed by LPA, but expense language includes audit costs in the event a Limited Partner requests audited financial statements is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Reports from description As soon as practicable following each Closing, the Fund will provide to each Limited Partner documentation of its Interest or Capital Account (through the Platform or otherwise). +The Fund may from time to time furnish to each Limited Partner a report containing financial or tax information as is necessary for each Limited Partner to complete U.S. federal and state or, to the extent applicable, Canadian federal and provincial income tax returns or other applicable tax returns with respect to its Interest, along with any other tax information required by law. Information may be provided in hard copy or via electronic means (including through email or the Platform). If financial statements of the Fund are prepared, securities may be valued pursuant to Article XIII hereof. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term Valuation from description Subject to Section 13.1.2 below, the valuation of securities and other assets and liabilities under this Agreement shall be at fair market value. Except as may be required under applicable Treasury Regulations, no value shall be placed on the goodwill or the name of the Fund in determining the value of the Interest of any Partner or in any accounting among the Partners. +Unless otherwise specified in Exhibit A, the Investment Adviser shall have the power at any time to determine, for all purposes of this Agreement, the fair market value of any assets and liabilities of the Fund in accordance with the Investment Adviser’s then current valuation methodologies. Each Limited Partner agrees that the Investment Adviser may amend, change and adapt its valuation methodology at any time in its reasonable discretion, and that valuation of securities reported by the Fund may not represent true fair market value of such securities. The Fund Lead and the Sub-Adviser (if any) shall each reasonably cooperate in the preparation of the fair market value of any assets or liabilities of the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":true,""manual"":false,""nonFoundational"":false}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}" +"###Human: +Determine if the accounting term nan from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. + +###Assistant: +{""foundational"":nan,""manual"":nan,""nonFoundational"":nan}"