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###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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 is Foundational, Manual, or Non-Foundational and add a comment 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 is Foundational, Manual, or Non-Foundational and add a comment 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' is Foundational, Manual, or Non-Foundational and add a comment 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' is Foundational, Manual, or Non-Foundational and add a comment 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 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 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 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 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 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 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 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 is Foundational, Manual, 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 (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 is Foundational, Manual, 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 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 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 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 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 Agree is Foundational, Manual, or Non-Foundational and add a comment 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 Agree is Foundational, Manual, or Non-Foundational and add a comment 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 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 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 is Foundational, Manual, or Non-Foundational and add a comment 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 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 is Foundational, Manual, or Non-Foundational and add a comment 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 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 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 is Foundational, Manual, or Non-Foundational and add a comment 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 is Foundational, Manual, or Non-Foundational and add a comment 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 t is Foundational, Manual, or Non-Foundational and add a comment 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 t is Foundational, Manual, or Non-Foundational and add a comment 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 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 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 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 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 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 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 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 P is Foundational, Manual, or Non-Foundational and add a comment 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 P is Foundational, Manual, or Non-Foundational and add a comment 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 expecte is Foundational, Manual, or Non-Foundational and add a comment 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 expecte is Foundational, Manual, or Non-Foundational and add a comment 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 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 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 Agreem is Foundational, Manual, or Non-Foundational and add a comment 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 Agreem is Foundational, Manual, or Non-Foundational and add a comment 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 is Foundational, Manual, or Non-Foundational and add a comment 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 is Foundational, Manual, or Non-Foundational and add a comment 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 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 is Foundational, Manual, or Non-Foundational and add a comment 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 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":false,"manual":false,"nonFoundational":false} |
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