Datasets:

angellist

/

cupcakeLPAParsingTest

like 0

###Human: Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: Yes Is the management fee offset by any such placement fees: Yes is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: Yes Is the management fee offset by any such placement fees: Yes is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Dissolution from description Dissolution. Notwithstanding Section 2.1, the Partnership Term shall end early upon the first to occur of the following (if any): (a) Ninety (90) days after the affirmative vote of two-thirds in interest of the Fund Investors, following the occurrence of a Keyperson Event. (b) Ninety (90) days after the affirmative vote of eighty percent in interest of the Fund Investors to end the Partnership Term; provided, that such vote shall not occur until after the second anniversary of the Initial Contribution Date. (c) Ninety (90) days after a removal vote pursuant to Section 2.4(b) if a Substitute General Partner has not been appointed by the Fund Investors at such time. (d) Upon the bankruptcy or dissolution and winding up of the affairs of the General Partner. (e) Upon the entry of a decree of judicial dissolution under Section 17-802 of the Act. (f) Upon the election of the General Partner following the sale or disposition of all or substantially all of the Partnership’s assets. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Dissolution from description Dissolution. Notwithstanding Section 2.1, the Partnership Term shall end early upon the first to occur of the following (if any): (a) Ninety (90) days after the affirmative vote of two-thirds in interest of the Fund Investors, following the occurrence of a Keyperson Event. (b) Ninety (90) days after the affirmative vote of eighty percent in interest of the Fund Investors to end the Partnership Term; provided, that such vote shall not occur until after the second anniversary of the Initial Contribution Date. (c) Ninety (90) days after a removal vote pursuant to Section 2.4(b) if a Substitute General Partner has not been appointed by the Fund Investors at such time. (d) Upon the bankruptcy or dissolution and winding up of the affairs of the General Partner. (e) Upon the entry of a decree of judicial dissolution under Section 17-802 of the Act. (f) Upon the election of the General Partner following the sale or disposition of all or substantially all of the Partnership’s assets. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Excuse for Certain Investments from description Notwithstanding anything in this Agreement to the contrary, if at any time the Partnership proposes to make an investment that, although not prohibited by this Agreement, would be (i)(A) in a Portfolio Company from which a Limited Partner was previously excluded from participating pursuant to this Section 11.13 or (B) of a type from which the General Partner believes would be necessary or advisable to exclude a Limited Partner to avoid or minimize material onerous legal, tax or other regulatory requirements applicable to the Partnership, the Management Company or the General Partner or their respective Affiliates, members or equity holders that cannot reasonably be avoided without material adverse consequences, or (ii) in a type of investment that the General Partner and a Limited Partner have agreed in writing that, based on the particular investment, legal, policy or similar considerations applicable to such Limited Partner, such Limited Partner shall not be permitted to participate is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Excuse for Certain Investments from description Notwithstanding anything in this Agreement to the contrary, if at any time the Partnership proposes to make an investment that, although not prohibited by this Agreement, would be (i)(A) in a Portfolio Company from which a Limited Partner was previously excluded from participating pursuant to this Section 11.13 or (B) of a type from which the General Partner believes would be necessary or advisable to exclude a Limited Partner to avoid or minimize material onerous legal, tax or other regulatory requirements applicable to the Partnership, the Management Company or the General Partner or their respective Affiliates, members or equity holders that cannot reasonably be avoided without material adverse consequences, or (ii) in a type of investment that the General Partner and a Limited Partner have agreed in writing that, based on the particular investment, legal, policy or similar considerations applicable to such Limited Partner, such Limited Partner shall not be permitted to participate is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term LPAC from description Please note the provision for an LPAC in 9.8. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term LPAC from description Please note the provision for an LPAC in 9.8. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Delaware LLC. Managing Member is a Delaware LLC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Delaware LLC. Managing Member is a Delaware LLC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee from description Commencing upon the date of this Agreement, the Managing Member shall receive a management fee (the “Management Fee”) equal to one percent (1.0%) per annum on the aggregate Capital Commitments of the Members. The Management Fee shall be payable monthly in advance and calculated as of the first day of each such month, as determined by the Managing Member. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee from description Commencing upon the date of this Agreement, the Managing Member shall receive a management fee (the “Management Fee”) equal to one percent (1.0%) per annum on the aggregate Capital Commitments of the Members. The Management Fee shall be payable monthly in advance and calculated as of the first day of each such month, as determined by the Managing Member. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Investment Period from description "Investment Period” means the period commencing from the date of the Initial Closing and continuing for five years thereafter; provided, however, that the Managing Member may extend the Investment Period if approved by Members holding more than 66.66% of the then outstanding Fund Interests. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Investment Period from description "Investment Period” means the period commencing from the date of the Initial Closing and continuing for five years thereafter; provided, however, that the Managing Member may extend the Investment Period if approved by Members holding more than 66.66% of the then outstanding Fund Interests. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Term from description (b) the 15th anniversary of the Initial Closing; provided, however, that the Managing Member may, in its sole discretion, further extend the termination of the Fund for up to three (3) additional one-year period(s), during which the Managing Member may cause the Fund to liquidate all or a portion of the Portfolio Investments; provided further, however, that in the event there are any remaining Investments as of the end of such period(s), then the Members holding more than 66.66% of the then outstanding Fund Interests may elect to (i) extend the term of the Fund (including the ability of the Fund to acquire new Investments during such period, as applicable) for such period of time as agreed to by such Members, or (ii) dissolve the Fund; is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Term from description (b) the 15th anniversary of the Initial Closing; provided, however, that the Managing Member may, in its sole discretion, further extend the termination of the Fund for up to three (3) additional one-year period(s), during which the Managing Member may cause the Fund to liquidate all or a portion of the Portfolio Investments; provided further, however, that in the event there are any remaining Investments as of the end of such period(s), then the Members holding more than 66.66% of the then outstanding Fund Interests may elect to (i) extend the term of the Fund (including the ability of the Fund to acquire new Investments during such period, as applicable) for such period of time as agreed to by such Members, or (ii) dissolve the Fund; is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Reinvestment of Capital from description during the Investment Period (as defined below) (as may be extended pursuant to the terms set forth herein), the Managing Member reserves the right in its sole discretion to reinvest all Investment Proceeds in existing or new Investments and, thereafter, only in Investments that are subject to binding commitments entered into during the Investment Period, is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Reinvestment of Capital from description during the Investment Period (as defined below) (as may be extended pursuant to the terms set forth herein), the Managing Member reserves the right in its sole discretion to reinvest all Investment Proceeds in existing or new Investments and, thereafter, only in Investments that are subject to binding commitments entered into during the Investment Period, is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description Provided that the Fund shall have received subscriptions of at least $1,000,000 (which amount may be adjusted in the sole discretion of the Managing Member), the Managing Member shall, when and as determined by it, conduct an initial closing (the “Initial Closing”) at which time the Members shall be required to fund up to 100% of their respective Capital Commitments, as determined by the Managing Member in its sole discretion. Any portion of a Member’s Capital Commitments not funded at the Initial Closing as described above shall be funded as and when called by the Managing Member as described below (such call, a “Capital Call”). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description Provided that the Fund shall have received subscriptions of at least $1,000,000 (which amount may be adjusted in the sole discretion of the Managing Member), the Managing Member shall, when and as determined by it, conduct an initial closing (the “Initial Closing”) at which time the Members shall be required to fund up to 100% of their respective Capital Commitments, as determined by the Managing Member in its sole discretion. Any portion of a Member’s Capital Commitments not funded at the Initial Closing as described above shall be funded as and when called by the Managing Member as described below (such call, a “Capital Call”). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions Waterfall from description Investment Proceeds shall be distributed in the following order of priority: (a) First, one hundred percent (100%) to the Members, in an amount equal to, and in proportion to, the Unreturned Capital Contributions of the Members; (b) Second, one hundred percent (100%) to the Members (other than the Managing Member), in an amount equal to, and in proportion to, the Preferred Return of the Members (100% of Capital Contributions); (c) Third, one hundred percent (100%) to the Managing Member until the Managing Member has received cumulative distributions pursuant to this Section 7.2(c) in an aggregate amount equal 30% of the total amounts distributed pursuant to both Section 7.2(b) and this Section 7.2(c); and (d) Thereafter, (i) 70% to the Members in proportion to their Fund Interests; and (ii) 30% to the Managing Member. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Distributions Waterfall from description Investment Proceeds shall be distributed in the following order of priority: (a) First, one hundred percent (100%) to the Members, in an amount equal to, and in proportion to, the Unreturned Capital Contributions of the Members; (b) Second, one hundred percent (100%) to the Members (other than the Managing Member), in an amount equal to, and in proportion to, the Preferred Return of the Members (100% of Capital Contributions); (c) Third, one hundred percent (100%) to the Managing Member until the Managing Member has received cumulative distributions pursuant to this Section 7.2(c) in an aggregate amount equal 30% of the total amounts distributed pursuant to both Section 7.2(b) and this Section 7.2(c); and (d) Thereafter, (i) 70% to the Members in proportion to their Fund Interests; and (ii) 30% to the Managing Member. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Borrowing from description Managing Member may cause the Fund to borrow, issue debt, provide guarantee or otherwise incur leverage (each, a “Leverage Transaction”) up to such percentage of the Fund’s aggregate Capital Contributions and Unpaid Capital Commitments (provided, however, that the Fund may only enter into a Leverage Transaction to the extent any such transaction would not cause the Fund to violate the provisions of the Venture Capital Fund Rule (as such term is defined in the Memorandum); is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Borrowing from description Managing Member may cause the Fund to borrow, issue debt, provide guarantee or otherwise incur leverage (each, a “Leverage Transaction”) up to such percentage of the Fund’s aggregate Capital Contributions and Unpaid Capital Commitments (provided, however, that the Fund may only enter into a Leverage Transaction to the extent any such transaction would not cause the Fund to violate the provisions of the Venture Capital Fund Rule (as such term is defined in the Memorandum); is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Closings from description The Managing Member may, in its sole and absolute discretion, admit additional Members (the “Additional Members”), or permit any existing Member to increase its Capital Commitment at one or more subsequent closings (the “Subsequent Closings”); provided, however, that any such Subsequent Closing shall occur within twelve (12) months after the Initial Closing, or eighteen (18) months thereafter if the Managing Member elects to extend the initial period by an additional six (6) months, in its sole discretion. In the Managing Member’s sole discretion, any such Additional Members (or any existing Member that increased its Capital Commitment) may be required to fund some or all of their Capital Commitment (or increased Capital Commitment, as the case may be) at the time of any such Subsequent Closing. With respect to a Subsequent Closing, if any, the Managing Member may, in its sole discretion, do any or none of the following: (i) revalue the assets of the Fund for purposes of “booking up is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Closings from description The Managing Member may, in its sole and absolute discretion, admit additional Members (the “Additional Members”), or permit any existing Member to increase its Capital Commitment at one or more subsequent closings (the “Subsequent Closings”); provided, however, that any such Subsequent Closing shall occur within twelve (12) months after the Initial Closing, or eighteen (18) months thereafter if the Managing Member elects to extend the initial period by an additional six (6) months, in its sole discretion. In the Managing Member’s sole discretion, any such Additional Members (or any existing Member that increased its Capital Commitment) may be required to fund some or all of their Capital Commitment (or increased Capital Commitment, as the case may be) at the time of any such Subsequent Closing. With respect to a Subsequent Closing, if any, the Managing Member may, in its sole discretion, do any or none of the following: (i) revalue the assets of the Fund for purposes of “booking up is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term In-Kind Distributions from description after the expiration of the Investment Period, the Managing Member may determine to distribute to the Members the securities of one or more issuer(s) underlying any Portfolio Investment held by the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term In-Kind Distributions from description after the expiration of the Investment Period, the Managing Member may determine to distribute to the Members the securities of one or more issuer(s) underlying any Portfolio Investment held by the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Organizational Expenses from description The Managing Member shall pay all expenses related to organizing the Fund, including but not limited to legal and accounting fees, printing and mailing expenses and governmental filing fees (including blue sky filing fees), and the Fund shall reimburse the Managing Member from the initial Capital Contributions for such organizational expenses. The Fund may amortize organizational and initial offering expenses over a period of up to sixty (60) months commencing the date of the Initial Closing if the Managing Member believes that such treatment is more equitable, which may result in the qualification of the opinion of the auditors as required by the U.S. generally accepted accounting principles (as applicable). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Organizational Expenses from description The Managing Member shall pay all expenses related to organizing the Fund, including but not limited to legal and accounting fees, printing and mailing expenses and governmental filing fees (including blue sky filing fees), and the Fund shall reimburse the Managing Member from the initial Capital Contributions for such organizational expenses. The Fund may amortize organizational and initial offering expenses over a period of up to sixty (60) months commencing the date of the Initial Closing if the Managing Member believes that such treatment is more equitable, which may result in the qualification of the opinion of the auditors as required by the U.S. generally accepted accounting principles (as applicable). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Capital Accounts (8.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Accounts (8.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Allocation of Net Profit and Net Losses (8.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Allocation of Net Profit and Net Losses (8.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Regulatory Allocations (8.6) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Regulatory Allocations (8.6) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Allocation for Tax Purposes (8.7) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Allocation for Tax Purposes (8.7) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Tax Distributions (7.3) from description Notwithstanding Section 7.2 hereof, but subject to the limitations and restrictions as may be imposed by lenders of the Fund (or of any subsidiary of the Fund) from time to time, the Managing Member may (in its sole and absolute discretion) cause the Fund to distribute to the Members, to the extent Investment Proceeds are available for distribution or to the extent Additional Capital Contributions are made to make any such distribution, as contemplated by Section 8.1(a)(ii), an amount designed to assist in satisfying their tax liability (or the tax liabilities of the beneficial owner(s) of such Members) arising from allocations of income or gain of the Fund in any Fiscal Year for which such an allocation is required (a “Tax Distribution”). (a) Amount of Distribution. In determining the amount of any Tax Distribution, it shall be assumed that items of income, gain, loss, deduction and credit allocated to the Members from the Fund were the only such items entering into the computation o is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Tax Distributions (7.3) from description Notwithstanding Section 7.2 hereof, but subject to the limitations and restrictions as may be imposed by lenders of the Fund (or of any subsidiary of the Fund) from time to time, the Managing Member may (in its sole and absolute discretion) cause the Fund to distribute to the Members, to the extent Investment Proceeds are available for distribution or to the extent Additional Capital Contributions are made to make any such distribution, as contemplated by Section 8.1(a)(ii), an amount designed to assist in satisfying their tax liability (or the tax liabilities of the beneficial owner(s) of such Members) arising from allocations of income or gain of the Fund in any Fiscal Year for which such an allocation is required (a “Tax Distribution”). (a) Amount of Distribution. In determining the amount of any Tax Distribution, it shall be assumed that items of income, gain, loss, deduction and credit allocated to the Members from the Fund were the only such items entering into the computation o is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term K-1 Timing from description Copies of all Fund tax returns, information returns or reports shall be available to all Members as soon as possible after the close of the Fund Fiscal Year at the offices of the Fund. Copies of Schedule K 1 of the Fund Tax Return shall be distributed to all Members as soon as practicable after the Fund Fiscal Year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term K-1 Timing from description Copies of all Fund tax returns, information returns or reports shall be available to all Members as soon as possible after the close of the Fund Fiscal Year at the offices of the Fund. Copies of Schedule K 1 of the Fund Tax Return shall be distributed to all Members as soon as practicable after the Fund Fiscal Year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description (c) The Managing Member shall cause to be prepared and distributed to each Member as soon as practicable following the end of the first full Fiscal Year following the year in which the Initial Closing (as defined below) occurs and each Fiscal Year thereafter annual financial statements prepared in accordance with generally accepted accounting principles (or on such other basis, such as tax or cash, as determined by the Managing Member in its sole discretion) and, at the sole option of the Managing Member, audited by an independent certified public accounting firm. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description (c) The Managing Member shall cause to be prepared and distributed to each Member as soon as practicable following the end of the first full Fiscal Year following the year in which the Initial Closing (as defined below) occurs and each Fiscal Year thereafter annual financial statements prepared in accordance with generally accepted accounting principles (or on such other basis, such as tax or cash, as determined by the Managing Member in its sole discretion) and, at the sole option of the Managing Member, audited by an independent certified public accounting firm. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Final Statement from description As soon as practicable after the dissolution of the Fund, a final statement of its assets and liabilities shall be prepared by the accountants for the Fund and furnished to the Members. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Final Statement from description As soon as practicable after the dissolution of the Fund, a final statement of its assets and liabilities shall be prepared by the accountants for the Fund and furnished to the Members. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Valuation from description Not specified, but there are references throughout to "fair market value, as determined by the Managing Member" is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Valuation from description Not specified, but there are references throughout to "fair market value, as determined by the Managing Member" is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Placement Fees/Broker-Dealer from description The Managing Member may sell Fund Interests through Financial Industry Regulatory Authority, Inc. (“FINRA”) registered broker-dealers or placement agents and may pay a fee or commission in connection therewith. Any such fees or commissions will be fully disclosed and agreed to amongst the parties involved. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Placement Fees/Broker-Dealer from description The Managing Member may sell Fund Interests through Financial Industry Regulatory Authority, Inc. (“FINRA”) registered broker-dealers or placement agents and may pay a fee or commission in connection therewith. Any such fees or commissions will be fully disclosed and agreed to amongst the parties involved. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Fund Control Structure from description NEBULAR FUND I, LP, a Delaware limited partnership (the “Partnership”), in accordance with the provisions of the Delaware Revised Uniform Limited Partnership Act is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description NEBULAR FUND I, LP, a Delaware limited partnership (the “Partnership”), in accordance with the provisions of the Delaware Revised Uniform Limited Partnership Act is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee from description The “Management Fee Percentage” shall initially be 0.625% (i.e., 2.5% annually); subject to further reductions as described below. After the Investment Period, the Management Fee Percentage will be reduced by an amount determined by the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee from description The “Management Fee Percentage” shall initially be 0.625% (i.e., 2.5% annually); subject to further reductions as described below. After the Investment Period, the Management Fee Percentage will be reduced by an amount determined by the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee (12/5) from description The “Management Fee Percentage” shall initially be 0.625% (i.e., 2.5% annually); subject to further reductions as described below. On the first Fee Date after the third anniversary of the Activation Date (the “Fee Reduction Date”), the Management Fee Percentage reduces by 0.0625 percentage points and on each anniversary of the Fee Reduction Date it reduces by an additional 0.0625 percentage points until the Management Fee Percentage equals 0.25% (i.e., 1.0% annually). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee (12/5) from description The “Management Fee Percentage” shall initially be 0.625% (i.e., 2.5% annually); subject to further reductions as described below. On the first Fee Date after the third anniversary of the Activation Date (the “Fee Reduction Date”), the Management Fee Percentage reduces by 0.0625 percentage points and on each anniversary of the Fee Reduction Date it reduces by an additional 0.0625 percentage points until the Management Fee Percentage equals 0.25% (i.e., 1.0% annually). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reinvestment of Capital from description Yes is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reinvestment of Capital from description Yes is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description $30M cap. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description $30M cap. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Cashless Contributions from description 4.3(b): For all purposes of this Agreement other than paragraph 14.5, but including paragraph 4.3(a), the General Partner shall be deemed to have made capital contributions to the Partnership equal to (i) its capital contributions actually made to the Partnership, plus (ii) an amount of deemed capital contributions equal to the Management Fee Waiver Amount. 5.1(d): (i) If cumulative Profit exceeds cumulative Loss (the amount of that excess (which for the avoidance of doubt cannot be less than $0), “Cumulative Fund Net Profit” ), then before allocations of Profit are made under paragraph 5.1(a), Profit shall be allocated to the General Partner until aggregate allocations Profit under this paragraph 5.1(d) less allocations of Loss under this paragraph 5.1(d) (“Cumulative 5.1(d) Allocated Net Profit”) equals the lesser of the Management Fee Waiver Amount and Cumulative Fund Net Profit. (ii) If Cumulative Fund Net Profit is less than Cumulative 5.1(d) Allocated Net Profit, is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Cashless Contributions from description 4.3(b): For all purposes of this Agreement other than paragraph 14.5, but including paragraph 4.3(a), the General Partner shall be deemed to have made capital contributions to the Partnership equal to (i) its capital contributions actually made to the Partnership, plus (ii) an amount of deemed capital contributions equal to the Management Fee Waiver Amount. 5.1(d): (i) If cumulative Profit exceeds cumulative Loss (the amount of that excess (which for the avoidance of doubt cannot be less than $0), “Cumulative Fund Net Profit” ), then before allocations of Profit are made under paragraph 5.1(a), Profit shall be allocated to the General Partner until aggregate allocations Profit under this paragraph 5.1(d) less allocations of Loss under this paragraph 5.1(d) (“Cumulative 5.1(d) Allocated Net Profit”) equals the lesser of the Management Fee Waiver Amount and Cumulative Fund Net Profit. (ii) If Cumulative Fund Net Profit is less than Cumulative 5.1(d) Allocated Net Profit, is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions Waterfall from description (a) Distributions under this paragraph 7.5 shall be preliminarily apportioned among all Partners in accordance with their respective Partnership Percentages. The amount of such distributions so apportioned to the General Partner shall be distributed to the General Partner, and the amount so apportioned to each Limited Partner shall be distributed between the General Partner and that Limited Partner as follows: (i) First, 100% to that Limited Partner until that Limited Partner has received aggregate distributions under paragraph 7.4 (that are deemed distributions under this paragraph 7.5(a)(i)) and this paragraph 7.5(a)(i) (with any in-kind distributions valued at the time of distribution in accordance with paragraph 12.1) equal to 100% of that Limited Partner’s capital contributions to the Partnership. (ii) Second, 80% to that Limited Partner and 20% to the General Partner until that Limited Partner has received aggregate distributions under paragraph 7.4 (that are deemed distribution is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions Waterfall from description (a) Distributions under this paragraph 7.5 shall be preliminarily apportioned among all Partners in accordance with their respective Partnership Percentages. The amount of such distributions so apportioned to the General Partner shall be distributed to the General Partner, and the amount so apportioned to each Limited Partner shall be distributed between the General Partner and that Limited Partner as follows: (i) First, 100% to that Limited Partner until that Limited Partner has received aggregate distributions under paragraph 7.4 (that are deemed distributions under this paragraph 7.5(a)(i)) and this paragraph 7.5(a)(i) (with any in-kind distributions valued at the time of distribution in accordance with paragraph 12.1) equal to 100% of that Limited Partner’s capital contributions to the Partnership. (ii) Second, 80% to that Limited Partner and 20% to the General Partner until that Limited Partner has received aggregate distributions under paragraph 7.4 (that are deemed distribution is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term General Partner Clawback from description The following new paragraph has been added as 10.5(c) (this relates to the LP clawback in 4.2(c)): If Partners are required to recontribute distributions under paragraph 4.2(c) after the final liquidation and winding up of the Partnership, the amount of the General Partner’s obligation under paragraph 10.5(a) shall be recomputed by treating the expense giving rise to the return of distributions under paragraph 4.2(c) as if it had occurred before final liquidation. The difference between the amount originally computed under paragraph 10.5(a) as of the final liquidation and winding up of the Partnership and the amount described in the immediately preceding sentence shall reduce dollar for dollar the aggregate amount otherwise required to be recontributed by the Partners under paragraph 4.2(c). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term General Partner Clawback from description The following new paragraph has been added as 10.5(c) (this relates to the LP clawback in 4.2(c)): If Partners are required to recontribute distributions under paragraph 4.2(c) after the final liquidation and winding up of the Partnership, the amount of the General Partner’s obligation under paragraph 10.5(a) shall be recomputed by treating the expense giving rise to the return of distributions under paragraph 4.2(c) as if it had occurred before final liquidation. The difference between the amount originally computed under paragraph 10.5(a) as of the final liquidation and winding up of the Partnership and the amount described in the immediately preceding sentence shall reduce dollar for dollar the aggregate amount otherwise required to be recontributed by the Partners under paragraph 4.2(c). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term LP Clawback from description There is an LP clawback in 4.2(c): If, in the sole discretion of the General Partner, Partnership assets remain insufficient to fulfill any obligations or liabilities of the Partnership following the contribution to the Partnership of all Committed Capital reserved by the General Partner for investments (i.e., excluding capital reserved for future Management Fees and Partnership Expenses), the General Partner may recall distributions previously made to the Partners solely for the purpose of fulfilling or satisfying such an obligation or liability of the Partnership (including recall obligations related to merger or acquisition proceeds and indemnity obligations). The obligation to recontribute distributions under this paragraph 4.2(c) shall be applied in proportion to the aggregate distributions received by the Partners from the Partnership (in each case, with any in-kind distributions valued in accordance with paragraph 12.1). In no event shall any Partner be required to return prior is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term LP Clawback from description There is an LP clawback in 4.2(c): If, in the sole discretion of the General Partner, Partnership assets remain insufficient to fulfill any obligations or liabilities of the Partnership following the contribution to the Partnership of all Committed Capital reserved by the General Partner for investments (i.e., excluding capital reserved for future Management Fees and Partnership Expenses), the General Partner may recall distributions previously made to the Partners solely for the purpose of fulfilling or satisfying such an obligation or liability of the Partnership (including recall obligations related to merger or acquisition proceeds and indemnity obligations). The obligation to recontribute distributions under this paragraph 4.2(c) shall be applied in proportion to the aggregate distributions received by the Partners from the Partnership (in each case, with any in-kind distributions valued in accordance with paragraph 12.1). In no event shall any Partner be required to return prior is Foundational, Manual, 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 Organizational Expenses from description $50K cap. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Organizational Expenses from description $50K cap. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Tax Sections from description General tax note: This used the BYOGP LPA template that existed before all of the changes we recently made. So any notes on the prior BYOGP funds that you've made in CT or elsewhere to accommodate those funds should be made for this fund as well. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Tax Sections from description General tax note: This used the BYOGP LPA template that existed before all of the changes we recently made. So any notes on the prior BYOGP funds that you've made in CT or elsewhere to accommodate those funds should be made for this fund as well. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term K-1 Timing from description 120 days. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term K-1 Timing from description 120 days. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description 45 days for quarterly, 120 for annual reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description 45 days for quarterly, 120 for annual reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: No Is the management fee offset by any such placement fees: Yes. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: No Is the management fee offset by any such placement fees: Yes. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Placement Fees/Broker-Dealer (12/5) from description Are placement fees listed as a permissible fund expense: Yes Is the management fee offset by any such placement fees: No. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Placement Fees/Broker-Dealer (12/5) from description Are placement fees listed as a permissible fund expense: Yes Is the management fee offset by any such placement fees: No. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Amendments from description The General Partner shall provide each Limited Partner with a copy of each effective amendment no later than the end of the calendar quarter following the effectiveness of the amendment. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Amendments from description The General Partner shall provide each Limited Partner with a copy of each effective amendment no later than the end of the calendar quarter following the effectiveness of the amendment. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term NTS: 25% initial drawdown / $50k called upfront from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":nan,"manual":nan,"nonFoundational":nan}

###Human: Determine if the accounting term NTS: 25% initial drawdown / $50k called upfront from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":nan,"manual":nan,"nonFoundational":nan}

###Human: Determine if the accounting term Offline closing for Tribe from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":nan,"manual":nan,"nonFoundational":nan}

###Human: Determine if the accounting term Offline closing for Tribe from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":nan,"manual":nan,"nonFoundational":nan}

###Human: Determine if the accounting term GP Commitment from description One or more of the GP Affiliated Persons shall make aggregate Commitments at least equal to the lesser of two hundred and twenty-five thousand dollars ($225,000) or one and a half percent (1.5%) of total Commitments. In lieu of, or in addition to, making a Capital Contribution in cash, one or more of the GP Affiliated Persons may contribute one or more “warehoused” investments, as described in Section 5.9(e). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term GP Commitment from description One or more of the GP Affiliated Persons shall make aggregate Commitments at least equal to the lesser of two hundred and twenty-five thousand dollars ($225,000) or one and a half percent (1.5%) of total Commitments. In lieu of, or in addition to, making a Capital Contribution in cash, one or more of the GP Affiliated Persons may contribute one or more “warehoused” investments, as described in Section 5.9(e). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee from description (i) During the Investment Period, the Management Fee will equal two percent (2.0%) of the sum of the aggregate Commitments of the Partners and the principal amount of any debt financing incurred by the Partnership. For the avoidance of doubt, “debt financing incurred” shall refer only to the principal amount of any debt financing actually disbursed and will not include any committed, but undisbursed amounts. (ii) After the Investment Period, the Management Fee will equal two percent (2.0%) of the cost basis of all Portfolio Company investments, including any Follow-On Investments, other than such investments that have been sold, liquidated or written off. NO fee charged to GP commitment. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Management Fee from description (i) During the Investment Period, the Management Fee will equal two percent (2.0%) of the sum of the aggregate Commitments of the Partners and the principal amount of any debt financing incurred by the Partnership. For the avoidance of doubt, “debt financing incurred” shall refer only to the principal amount of any debt financing actually disbursed and will not include any committed, but undisbursed amounts. (ii) After the Investment Period, the Management Fee will equal two percent (2.0%) of the cost basis of all Portfolio Company investments, including any Follow-On Investments, other than such investments that have been sold, liquidated or written off. NO fee charged to GP commitment. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Management Fee Offset from description (c) One hundred percent (100%) of the net proceeds of any transaction fees, closing fees or break-up fees and any compensation, including options, warrants and other non-cash forms of compensation, paid for consulting or advisory services that are approved of by the Advisory Committee, or for serving as a director that are received by a Principal, the Management Company or the General Partner in connection with an investment or potential investment with respect to Portfolio Companies (collectively, “Offset Fees”) will be applied to reduce the Management Fees subsequently payable by the Limited Partners pro rata in accordance with the Limited Partners’ Capital Contributions, or in the case of a potential investment, in accordance with the Limited Partners’ Commitments. If the Partnership bears any placement agent or finder’s fees that relate to the offering of Interests to prospective investors (“Placement Fees”), the Management Fee shall be reduced by an amount equal to such 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 Management Fee Offset from description (c) One hundred percent (100%) of the net proceeds of any transaction fees, closing fees or break-up fees and any compensation, including options, warrants and other non-cash forms of compensation, paid for consulting or advisory services that are approved of by the Advisory Committee, or for serving as a director that are received by a Principal, the Management Company or the General Partner in connection with an investment or potential investment with respect to Portfolio Companies (collectively, “Offset Fees”) will be applied to reduce the Management Fees subsequently payable by the Limited Partners pro rata in accordance with the Limited Partners’ Capital Contributions, or in the case of a potential investment, in accordance with the Limited Partners’ Commitments. If the Partnership bears any placement agent or finder’s fees that relate to the offering of Interests to prospective investors (“Placement Fees”), the Management Fee shall be reduced by an amount equal to such 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 Investment Period from description The General Partner may call capital pursuant to Section 3.2(a), from time to time, for new Portfolio Investments during the period commencing as of the Initial Closing and ending on the fifth anniversary of the Initial Closing (the “Investment Period”). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Investment Period from description The General Partner may call capital pursuant to Section 3.2(a), from time to time, for new Portfolio Investments during the period commencing as of the Initial Closing and ending on the fifth anniversary of the Initial Closing (the “Investment Period”). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Term from description 10 years. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Term from description 10 years. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reinvestment of Capital from description In connection with the Partnership’s receipt of proceeds from the disposition of a Portfolio Investment, or portion thereof, or distribution from a Portfolio Investment during the Investment Period, the General Partner shall be authorized to either (a) reinvest (or reserve for reinvestment) all or part of such proceeds, or use (or reserve) all or part of such proceeds for the payment of Partnership Expenses (including the Management Fee), or (b) make one or more distributions to the Partners that increase each Partner’s Unfunded Commitment by an amount equal to the amounts distributed to it (and such amounts will be subject to recall by the Partnership for any purpose that Capital Contributions may be called), provided, that notice of any distribution subject to recall is provided to the Limited Partners in advance of the Partnership making such distribution. Notwithstanding the foregoing, the aggregate cost basis of all Portfolio Investments made by the Partnership will not exceed one is Foundational, Manual, 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 Reinvestment of Capital from description In connection with the Partnership’s receipt of proceeds from the disposition of a Portfolio Investment, or portion thereof, or distribution from a Portfolio Investment during the Investment Period, the General Partner shall be authorized to either (a) reinvest (or reserve for reinvestment) all or part of such proceeds, or use (or reserve) all or part of such proceeds for the payment of Partnership Expenses (including the Management Fee), or (b) make one or more distributions to the Partners that increase each Partner’s Unfunded Commitment by an amount equal to the amounts distributed to it (and such amounts will be subject to recall by the Partnership for any purpose that Capital Contributions may be called), provided, that notice of any distribution subject to recall is provided to the Limited Partners in advance of the Partnership making such distribution. Notwithstanding the foregoing, the aggregate cost basis of all Portfolio Investments made by the Partnership will not exceed one is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Capital Contributions from description The Partners shall make Capital Contributions to the Partnership in immediately available funds upon at least ten (10) Business Days’ notice; provided, that the General Partner may, and intends to, make an initial call of Capital Contributions on less than ten (10) Business Days’ notice at the Initial Closing. The General Partner will call Capital Contributions in accordance with and generally in proportion to the Partners respective Unfunded Commitments, subject to any adjustments pursuant to Section 3.1, at such times and in such amounts as determined by the General Partner in its discretion for Partnership Expenses and any other matter determined appropriate by the General Partner, including pursuant to Section 3.7; provided that if the General Partner calls Capital Contributions for the Management Fee, the General Partner will call Capital Contributions based on the Management Fee allocable to each such Limited Partner; provided, further, that each Limited Partner whose Commitment is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description The Partners shall make Capital Contributions to the Partnership in immediately available funds upon at least ten (10) Business Days’ notice; provided, that the General Partner may, and intends to, make an initial call of Capital Contributions on less than ten (10) Business Days’ notice at the Initial Closing. The General Partner will call Capital Contributions in accordance with and generally in proportion to the Partners respective Unfunded Commitments, subject to any adjustments pursuant to Section 3.1, at such times and in such amounts as determined by the General Partner in its discretion for Partnership Expenses and any other matter determined appropriate by the General Partner, including pursuant to Section 3.7; provided that if the General Partner calls Capital Contributions for the Management Fee, the General Partner will call Capital Contributions based on the Management Fee allocable to each such Limited Partner; provided, further, that each Limited Partner whose Commitment is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions Waterfall from description The preliminary share of Available Proceeds apportioned to the Limited Partners (other than any GP Affiliated Person(s)) will be further divided between each Limited Partner and the General Partner in the following priority and manner: (i) First, one hundred percent (100%) to the Limited Partner until such time as the Limited Partner has received aggregate distributions pursuant to this Section 4.2(a)(i) equal to the Limited Partner’s aggregate Capital Contributions; and (ii) Thereafter, eighty percent (80%) to the Limited Partner and twenty percent (20%) to the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions Waterfall from description The preliminary share of Available Proceeds apportioned to the Limited Partners (other than any GP Affiliated Person(s)) will be further divided between each Limited Partner and the General Partner in the following priority and manner: (i) First, one hundred percent (100%) to the Limited Partner until such time as the Limited Partner has received aggregate distributions pursuant to this Section 4.2(a)(i) equal to the Limited Partner’s aggregate Capital Contributions; and (ii) Thereafter, eighty percent (80%) to the Limited Partner and twenty percent (20%) to the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Borrowing from description See LPA Section 3.8. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Borrowing from description See LPA Section 3.8. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Closings from description (c) Each Limited Partner making a new or additional Commitment at a Subsequent Closing (such additional Limited Partner or, with respect to a Limited Partner making an additional Commitment, the Limited Partner to the extent of the increase in its Commitment, an “Additional Limited Partner”) shall be subject to the same terms and conditions of the Partnership that apply to the Limited Partners at the Initial Closing. Notwithstanding the foregoing, an Additional Limited Partner, shall contribute at the time of its admission to the Partnership (or such other time determined by the General Partner): (i) the amount of Capital Contributions (other than Capital Contributions for the Management Fee) that the Additional Limited Partner would have made to date if admitted at the Initial Closing; (ii) the amount of Capital Contributions for Management Fees that the Additional Limited Partner would have made to date if admitted at the Initial Closing. Each Additional Limited Partner participating is Foundational, Manual, or Non-Foundational and add a comment 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 (c) Each Limited Partner making a new or additional Commitment at a Subsequent Closing (such additional Limited Partner or, with respect to a Limited Partner making an additional Commitment, the Limited Partner to the extent of the increase in its Commitment, an “Additional Limited Partner”) shall be subject to the same terms and conditions of the Partnership that apply to the Limited Partners at the Initial Closing. Notwithstanding the foregoing, an Additional Limited Partner, shall contribute at the time of its admission to the Partnership (or such other time determined by the General Partner): (i) the amount of Capital Contributions (other than Capital Contributions for the Management Fee) that the Additional Limited Partner would have made to date if admitted at the Initial Closing; (ii) the amount of Capital Contributions for Management Fees that the Additional Limited Partner would have made to date if admitted at the Initial Closing. Each Additional Limited Partner participating is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term In-Kind Distributions from description Prior to the winding up and dissolution of the Partnership, the General Partner may distribute (i) cash or Marketable Securities as distributions in kind, and (ii) securities or other property other than cash or Marketable Securities, including without limitation, any Digital Asset and/or limited partnership interest in an Underlying Fund, with the prior approval of the Advisory Committee or a Majority in Interest of the Limited Partners, provided, that if a Limited Partner elects not to receive distributions or Marketable Securities, the General Partner shall use commercially reasonable efforts to sell any securities that would otherwise have been distributed to such Limited Partner for cash. Upon the winding up and dissolution of the Partnership, the General Partner may distribute cash, Marketable Securities and any other securities or other property as distributions in kind pursuant to Section 12.3. In the event that a distribution of Marketable Securities or other securities or pro is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term In-Kind Distributions from description Prior to the winding up and dissolution of the Partnership, the General Partner may distribute (i) cash or Marketable Securities as distributions in kind, and (ii) securities or other property other than cash or Marketable Securities, including without limitation, any Digital Asset and/or limited partnership interest in an Underlying Fund, with the prior approval of the Advisory Committee or a Majority in Interest of the Limited Partners, provided, that if a Limited Partner elects not to receive distributions or Marketable Securities, the General Partner shall use commercially reasonable efforts to sell any securities that would otherwise have been distributed to such Limited Partner for cash. Upon the winding up and dissolution of the Partnership, the General Partner may distribute cash, Marketable Securities and any other securities or other property as distributions in kind pursuant to Section 12.3. In the event that a distribution of Marketable Securities or other securities or pro is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term General Partner Clawback from description (a) As promptly as practicable (but not more than ninety (90) days) after the liquidation of the Partnership, the General Partner shall determine whether there was an Over Distribution. An “Over Distribution” means the positive amount determined by subtracting (i) the cumulative distributions that would have been received by the General Partner as Carried Interest determined as though the Partnership retained all of the Partnership’s distributions to the Partners since inception and made a single distribution to the Partners on the date of the Partnership’s final distribution pursuant to Section 12.3, from (ii) the cumulative distributions that the General Partner actually received as Carried Interest over the Partnership’s term. In the event there is an Over Distribution, the General Partner shall contribute to the Partnership for distribution to all Limited Partners pro rata in accordance with their respective Percentage Interest the amount of the Over Distribution. Notwithstandin is Foundational, Manual, or Non-Foundational and add a comment 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 (a) As promptly as practicable (but not more than ninety (90) days) after the liquidation of the Partnership, the General Partner shall determine whether there was an Over Distribution. An “Over Distribution” means the positive amount determined by subtracting (i) the cumulative distributions that would have been received by the General Partner as Carried Interest determined as though the Partnership retained all of the Partnership’s distributions to the Partners since inception and made a single distribution to the Partners on the date of the Partnership’s final distribution pursuant to Section 12.3, from (ii) the cumulative distributions that the General Partner actually received as Carried Interest over the Partnership’s term. In the event there is an Over Distribution, the General Partner shall contribute to the Partnership for distribution to all Limited Partners pro rata in accordance with their respective Percentage Interest the amount of the Over Distribution. Notwithstandin is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term LP Clawback from description See LPA Section 4.10 (this is an LP clawback provision). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term LP Clawback from description See LPA Section 4.10 (this is an LP clawback provision). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Organizational Expenses from description The Partnership shall bear the Partnership’s pro rata share of all expenses incidental to the organization of the Partnership and related entities (the “Organizational Expenses”), up to two hundred and fifty thousand dollars ($250,000.00) or such higher amount as the Advisory Committee may approve (the “Organizational Expense Cap”). The General Partner, the Management Company and/or their Affiliate(s) shall bear all Organizational Expenses in excess of the Organizational Expense Cap, unless otherwise approved by the Advisory Committee or a Majority in Interest of the Limited Partners . is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Organizational Expenses from description The Partnership shall bear the Partnership’s pro rata share of all expenses incidental to the organization of the Partnership and related entities (the “Organizational Expenses”), up to two hundred and fifty thousand dollars ($250,000.00) or such higher amount as the Advisory Committee may approve (the “Organizational Expense Cap”). The General Partner, the Management Company and/or their Affiliate(s) shall bear all Organizational Expenses in excess of the Organizational Expense Cap, unless otherwise approved by the Advisory Committee or a Majority in Interest of the Limited Partners . is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Partnership Treatment (2.8) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Partnership Treatment (2.8) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Withholding Taxes (4.7) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Withholding Taxes (4.7) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Tax Distributions (4.4) from description Notwithstanding Section 4.2, but subject to the amount of Available Proceeds, with respect to each Fiscal Year (or other relevant period), the General Partner is entitled to receive cash distributions from the Partnership (after taking into account any other distributions received by the General Partner in such Fiscal Year (or other relevant period)) in amounts sufficient to enable the General Partner and the members of the General Partner to discharge any tax liabilities (including estimated tax liabilities) arising as a result of the General Partner’s Carried Interest, determined by assuming the applicability of the Combined Tax Rate. Such distributions will reduce the distributions of Carried Interest to which the General Partner is otherwise entitled to pursuant to Section 4.2. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Tax Distributions (4.4) from description Notwithstanding Section 4.2, but subject to the amount of Available Proceeds, with respect to each Fiscal Year (or other relevant period), the General Partner is entitled to receive cash distributions from the Partnership (after taking into account any other distributions received by the General Partner in such Fiscal Year (or other relevant period)) in amounts sufficient to enable the General Partner and the members of the General Partner to discharge any tax liabilities (including estimated tax liabilities) arising as a result of the General Partner’s Carried Interest, determined by assuming the applicability of the Combined Tax Rate. Such distributions will reduce the distributions of Carried Interest to which the General Partner is otherwise entitled to pursuant to Section 4.2. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term K-1 Timing from description The General Partner shall send to each Person who was a Partner at any time during such year an IRS Schedule K-l annually. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term K-1 Timing from description The General Partner shall send to each Person who was a Partner at any time during such year an IRS Schedule K-l annually. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description The General Partner will use commercially reasonable efforts to send to each Limited Partner annual audited financial statements within one hundred and twenty (120) days after the end of each fiscal year. For the first three (3) quarters of each year, each Limited Partner will be furnished with unaudited financial statements, a statement of capital account and a schedule of new and existing investments within in sixty (60) days after the end of the applicable quarter. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description The General Partner will use commercially reasonable efforts to send to each Limited Partner annual audited financial statements within one hundred and twenty (120) days after the end of each fiscal year. For the first three (3) quarters of each year, each Limited Partner will be furnished with unaudited financial statements, a statement of capital account and a schedule of new and existing investments within in sixty (60) days after the end of the applicable quarter. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Valuation from description See LPA Section 9.1. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Valuation from description See LPA Section 9.1. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: No Is the management fee offset by any such placement fees: Yes is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: No Is the management fee offset by any such placement fees: Yes is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term GP Removal from description There is removal for cause (50%) and no cause removal (75%) (see LPA Section 5.7). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term GP Removal from description There is removal for cause (50%) and no cause removal (75%) (see LPA Section 5.7). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Warehoused Investments from description See LPA Section 5.9(c). Warehoused investments may be part of the GP's capital contributions. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Warehoused Investments from description See LPA Section 5.9(c). Warehoused investments may be part of the GP's capital contributions. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Feeder Funds from description See LPA Section 5.13. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Feeder Funds from description See LPA Section 5.13. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Fund Control Structure from description Assure structure - Fund is a Delaware LLC managed by Assure Fund Management II, LLC is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Assure structure - Fund is a Delaware LLC managed by Assure Fund Management II, LLC is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Term from description 10 years. Prior to a dissolution pursuant to Section 10.1, the Manager, in its sole discretion, may extend the period of time between the date of Closing and the Outside Date by unlimited successive one-year periods. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Term from description 10 years. Prior to a dissolution pursuant to Section 10.1, the Manager, in its sole discretion, may extend the period of time between the date of Closing and the Outside Date by unlimited successive one-year periods. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Distributions Waterfall from description Carry Percentage = 20% Amounts initially apportioned to the Manager will be distributed to the Manager, and amounts initially apportioned to a Member will be distributed to that Member, in the following proportions and order of priority: (a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution and then (b) The Carry Percentage of the remainder to the Organizer (as defined in this Agreement), if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions Waterfall from description Carry Percentage = 20% Amounts initially apportioned to the Manager will be distributed to the Manager, and amounts initially apportioned to a Member will be distributed to that Member, in the following proportions and order of priority: (a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution and then (b) The Carry Percentage of the remainder to the Organizer (as defined in this Agreement), if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Closings from description "The Manager may, at its sole discretion, admit any Person as a Member upon signing a counterpart of this Agreement (which may be done by power of attorney or by any other document or instrument of the Fund that by its terms is deemed to be an execution of this Agreement). Admission will be effective when the Manager enters the name of that Person on the Interest Register. The Manager has the authority, in its sole discretion, to reject any subscription for an Interest in whole or in part. Each Member will continue to be a Member of the Fund until it ceases to be a member of the Fund in accordance with the provisions of this Agreement. following the Initial Closing, additional Interests may be issued for up to 6 months after the Initial Closing, after which no new Interests will be issued." is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Closings from description "The Manager may, at its sole discretion, admit any Person as a Member upon signing a counterpart of this Agreement (which may be done by power of attorney or by any other document or instrument of the Fund that by its terms is deemed to be an execution of this Agreement). Admission will be effective when the Manager enters the name of that Person on the Interest Register. The Manager has the authority, in its sole discretion, to reject any subscription for an Interest in whole or in part. Each Member will continue to be a Member of the Fund until it ceases to be a member of the Fund in accordance with the provisions of this Agreement. following the Initial Closing, additional Interests may be issued for up to 6 months after the Initial Closing, after which no new Interests will be issued." is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Hustle Fund Special Opportunities, LLC is the Manager, Assure is the "Administrative Manager". Fund is a series of a Delaware series LLC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Hustle Fund Special Opportunities, LLC is the Manager, Assure is the "Administrative Manager". Fund is a series of a Delaware series LLC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Series LLC. Each vehicle listed above is a series of New Lab Ventures SPV, LLC, managed by Assure Fund Management II, LLC. Organizer is New Lab Holdings, LLC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Series LLC. Each vehicle listed above is a series of New Lab Ventures SPV, LLC, managed by Assure Fund Management II, LLC. Organizer is New Lab Holdings, LLC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Borrowing from description Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, the Manager may cause the Fund to enter into a loan agreement in which funds are repaid or converted into an Interest even if such conversion causes a Member to be admitted after the date in Section 4.4 as long as the loan is made to the Fund prior to the date in Section 4.4 and all Members acknowledge that such admittance or loan agreement could impact their Distributions or dilute their Interests in the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Borrowing from description Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, the Manager may cause the Fund to enter into a loan agreement in which funds are repaid or converted into an Interest even if such conversion causes a Member to be admitted after the date in Section 4.4 as long as the loan is made to the Fund prior to the date in Section 4.4 and all Members acknowledge that such admittance or loan agreement could impact their Distributions or dilute their Interests in the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term GP Commitment from description Will be made by GP "and its affiliates". is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term GP Commitment from description Will be made by GP "and its affiliates". is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reinvestment of Capital from description No recycling. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reinvestment of Capital from description No recycling. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Borrowing from description Has section 8.5 on Subscription Facilities, which we don't support. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Borrowing from description Has section 8.5 on Subscription Facilities, which we don't support. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Tax Sections from description See bold/underlined comment above in green highlights. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Tax Sections from description See bold/underlined comment above in green highlights. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Tax Distributions from description See bold/underlined comment above in green highlights. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Tax Distributions from description See bold/underlined comment above in green highlights. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term K-1 Timing from description The General Partner shall use commercially reasonable efforts to cause IRS Form 1065, Schedule K-1, and any other tax information reasonably requested by a Limited Partner to be prepared and delivered to the Limited Partners within a reasonable time after the close of each fiscal year of the Partnership, and Limited Partners shall be solely responsible for filing extensions or amendments, as necessary to account for receipt of such documents and information after any deadlines have passed is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term K-1 Timing from description The General Partner shall use commercially reasonable efforts to cause IRS Form 1065, Schedule K-1, and any other tax information reasonably requested by a Limited Partner to be prepared and delivered to the Limited Partners within a reasonable time after the close of each fiscal year of the Partnership, and Limited Partners shall be solely responsible for filing extensions or amendments, as necessary to account for receipt of such documents and information after any deadlines have passed is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description No quarterly reports. Beginning with fiscal year that ends after the Activation Date, the General Partner shall use commercially reasonable efforts to transmit to the Limited Partners within one hundred eighty (180) days after the close of each fiscal year of the Partnership, unaudited financial statements of the Partnership prepared in accordance with the terms of this Agreement and otherwise in accordance with GAAP, including an income statement for the year then ended and a balance sheet as of the end of such year, and a list of investments then held together with a valuation of the investments then held. The Limited Partners acknowledge that (a) the General Partner’s ability to timely deliver the annual reports required by this paragraph 11.4 may depend on the receipt by the Partnership of financial information from investment counterparties, and (b) the annual reports shall not include any information that the General Partner determines the disclosure of which might result in th is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description No quarterly reports. Beginning with fiscal year that ends after the Activation Date, the General Partner shall use commercially reasonable efforts to transmit to the Limited Partners within one hundred eighty (180) days after the close of each fiscal year of the Partnership, unaudited financial statements of the Partnership prepared in accordance with the terms of this Agreement and otherwise in accordance with GAAP, including an income statement for the year then ended and a balance sheet as of the end of such year, and a list of investments then held together with a valuation of the investments then held. The Limited Partners acknowledge that (a) the General Partner’s ability to timely deliver the annual reports required by this paragraph 11.4 may depend on the receipt by the Partnership of financial information from investment counterparties, and (b) the annual reports shall not include any information that the General Partner determines the disclosure of which might result in th is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Crypto Contributions from description The Manager, in its sole discretion, may accept Digital Assets as a Member's Capital Contribution. If a Member's Capital Contribution includes Digital Assets, then (i) the value of those Digital Assets will be the same U.S. dollar value those Digital Assets are accepted by a Portfolio Company; or (ii) the Manager will convert those Digital Assets into U.S. dollar at an exchange of its choice, and the Capital Contribution of that Member will be the U.S. dollar received upon conversion, net of any conversion fees is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Crypto Contributions from description The Manager, in its sole discretion, may accept Digital Assets as a Member's Capital Contribution. If a Member's Capital Contribution includes Digital Assets, then (i) the value of those Digital Assets will be the same U.S. dollar value those Digital Assets are accepted by a Portfolio Company; or (ii) the Manager will convert those Digital Assets into U.S. dollar at an exchange of its choice, and the Capital Contribution of that Member will be the U.S. dollar received upon conversion, net of any conversion fees is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Distributions Waterfall from description (a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution and then (b) The Carry Percentage of the remainder to the Organizer (as defined in this Agreement), if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. "Carry Percentage" means 10 percent. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions Waterfall from description (a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution and then (b) The Carry Percentage of the remainder to the Organizer (as defined in this Agreement), if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. "Carry Percentage" means 10 percent. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Crypto DIstributions from description For Distributions that include Digital Assets, the valuation of those Digital Assets will be made by the Manager, in good faith, on the basis of the Fair Market Value of those Digital Assets as of the Set Valuation Date. The Capital Accounts of the Members will be adjusted accordingly as the result of any Distribution in kind. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Crypto DIstributions from description For Distributions that include Digital Assets, the valuation of those Digital Assets will be made by the Manager, in good faith, on the basis of the Fair Market Value of those Digital Assets as of the Set Valuation Date. The Capital Accounts of the Members will be adjusted accordingly as the result of any Distribution in kind. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Closings from description Except as provided in Article VIII and Section 5.10, following the Initial Closing, additional Interests may be issued for up to 6 months after the Initial Closing, after which no new Interests will be issued. In the event the Organizer elects for the Fund to pursue Follow-on Investment Rights pursuant to Section 4.13, the Manager may issue additional Interests pro rata pursuant to each Member's Interest in the Fund and in furtherance of raising enough capital for such Follow-on Investment Rights and any expenses related thereto. In accordance with this Section 4.4, however, no additional Members may be admitted to the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Closings from description Except as provided in Article VIII and Section 5.10, following the Initial Closing, additional Interests may be issued for up to 6 months after the Initial Closing, after which no new Interests will be issued. In the event the Organizer elects for the Fund to pursue Follow-on Investment Rights pursuant to Section 4.13, the Manager may issue additional Interests pro rata pursuant to each Member's Interest in the Fund and in furtherance of raising enough capital for such Follow-on Investment Rights and any expenses related thereto. In accordance with this Section 4.4, however, no additional Members may be admitted to the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Member-managed LLC with voting (that should all be on the platform). Some decisions require a Majority Interest, defined as: Majority Interest of the Members" means, as of any date, any one or more Members whose Percentage Interests in the Company collectively represent more than fifty percent (50%) of the total Percentage Interests held by all Members as of such date; provided, that any Majority Interest of the Members must include both Jeff Fagan and Naval Ravikant. Investment Decisions must be approved by all Members. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Member-managed LLC with voting (that should all be on the platform). Some decisions require a Majority Interest, defined as: Majority Interest of the Members" means, as of any date, any one or more Members whose Percentage Interests in the Company collectively represent more than fifty percent (50%) of the total Percentage Interests held by all Members as of such date; provided, that any Majority Interest of the Members must include both Jeff Fagan and Naval Ravikant. Investment Decisions must be approved by all Members. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term GP Commitment from description N/A - schedule will have initial capital contribution/percentage interest of each Member. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term GP Commitment from description N/A - schedule will have initial capital contribution/percentage interest of each Member. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Investment Period from description (s) “Investment Period” means the period commencing on January 1, 2022 and ending on December 31, 2023. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Investment Period from description (s) “Investment Period” means the period commencing on January 1, 2022 and ending on December 31, 2023. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Term from description Until dissolved by a Majority Interest of the Members. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Term from description Until dissolved by a Majority Interest of the Members. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reinvestment of Capital from description No is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reinvestment of Capital from description No is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description 3.1 Initial Capital Contributions. On or before the Effective Date or at such later time determined by a Majority Interest of the Members, each Member shall make an initial Capital Contribution to the Company (the “Initial Capital Contribution”), in cash, in the amounts reflected in Exhibit A hereto. Upon the Company's receipt of a Member's Initial Capital Contribution the Member shall receive a credit to its Capital Account in such amount and shall have the Percentage Interest reflected in Exhibit A unless and until adjusted in accordance with this Agreement. 3.2 Additional Contributions of the Members. Each Member shall make additional Capital Contributions in cash as requested by the Company upon ten (10) business days’ prior written notice; provided, that the aggregate Capital Contributions of the Members shall not exceed $30 million. Each Capital Contribution shall be made in accordance with the Percentage Interest of each Member. Notwithstanding anything in the for is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description 3.1 Initial Capital Contributions. On or before the Effective Date or at such later time determined by a Majority Interest of the Members, each Member shall make an initial Capital Contribution to the Company (the “Initial Capital Contribution”), in cash, in the amounts reflected in Exhibit A hereto. Upon the Company's receipt of a Member's Initial Capital Contribution the Member shall receive a credit to its Capital Account in such amount and shall have the Percentage Interest reflected in Exhibit A unless and until adjusted in accordance with this Agreement. 3.2 Additional Contributions of the Members. Each Member shall make additional Capital Contributions in cash as requested by the Company upon ten (10) business days’ prior written notice; provided, that the aggregate Capital Contributions of the Members shall not exceed $30 million. Each Capital Contribution shall be made in accordance with the Percentage Interest of each Member. Notwithstanding anything in the for is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions Waterfall from description Available Cash shall be distributed to the Members at convenient intervals reasonably determined by a Majority Interest of the Members during the term of this Agreement pro rata in accordance with their Percentage Interests as of the date of distribution. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions Waterfall from description Available Cash shall be distributed to the Members at convenient intervals reasonably determined by a Majority Interest of the Members during the term of this Agreement pro rata in accordance with their Percentage Interests as of the date of distribution. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Borrowing from description No is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Borrowing from description No is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Closings from description No new Members shall be admitted to the Company without the prior written consent of a Majority Interest of the Members. The terms and conditions applicable to the Membership Interests issued to any new Members admitted pursuant to this Section 4.1 shall be determined by the Members and approved by a Majority Interest of the Members. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Closings from description No new Members shall be admitted to the Company without the prior written consent of a Majority Interest of the Members. The terms and conditions applicable to the Membership Interests issued to any new Members admitted pursuant to this Section 4.1 shall be determined by the Members and approved by a Majority Interest of the Members. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term In-Kind Distributions from description Distributions upon dissolution may be made in cash or in kind or partly in cash and partly in kind. Distributions in kind may include the distribution to each Member each Member's pro rata share (based upon each Member's Percentage Interest) of any partnership interests held by the Company in the Investment Entity and all in kind distributions shall be made in accordance with and subject to reasonable conditions and restrictions uniformly applicable to all Members necessary or advisable in the discretion of the Liquidator in order to preserve the value of the assets so distributed. In the event of a distribution of any non-cash assets, the Liquidator may offer to some or all Members the right to elect either to (A) receive a distribution in kind of such non-cash assets or (B) have the Company dispose of all or any portion of such non-cash assets that otherwise would have been distributed to such Member at such price and on such terms as the Liquidator shall determine in good faith to b is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term In-Kind Distributions from description Distributions upon dissolution may be made in cash or in kind or partly in cash and partly in kind. Distributions in kind may include the distribution to each Member each Member's pro rata share (based upon each Member's Percentage Interest) of any partnership interests held by the Company in the Investment Entity and all in kind distributions shall be made in accordance with and subject to reasonable conditions and restrictions uniformly applicable to all Members necessary or advisable in the discretion of the Liquidator in order to preserve the value of the assets so distributed. In the event of a distribution of any non-cash assets, the Liquidator may offer to some or all Members the right to elect either to (A) receive a distribution in kind of such non-cash assets or (B) have the Company dispose of all or any portion of such non-cash assets that otherwise would have been distributed to such Member at such price and on such terms as the Liquidator shall determine in good faith to b is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Expenses from description to (i) attorneys' and accountants' fees and insurance, regulatory or litigation expenses (including disbursements on behalf of the Company and damages and any tax or other audit expenses); (ii) all reasonable attorneys' fees and other legal expenses incurred in connection with the Company’s investments in the Spearhead Origination Funds; (iii) expenses incurred in connection with the winding up or liquidation of the Company; (iv) expenses incurred in connection with any amendments to the constituent documents of the Company; (v) expenses incurred in connection with distributions to the Members; and (vi) reasonable expenses for fund administration services rendered by any third-party service provider(s); is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Fund Expenses from description to (i) attorneys' and accountants' fees and insurance, regulatory or litigation expenses (including disbursements on behalf of the Company and damages and any tax or other audit expenses); (ii) all reasonable attorneys' fees and other legal expenses incurred in connection with the Company’s investments in the Spearhead Origination Funds; (iii) expenses incurred in connection with the winding up or liquidation of the Company; (iv) expenses incurred in connection with any amendments to the constituent documents of the Company; (v) expenses incurred in connection with distributions to the Members; and (vi) reasonable expenses for fund administration services rendered by any third-party service provider(s); is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Audit from description Not specified in this doc, but I believe the whole point of this vehicle was that they need it audited. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Audit from description Not specified in this doc, but I believe the whole point of this vehicle was that they need it audited. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Accounts (3.1) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Accounts (3.1) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Allocations of Profit and Loss (6.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Allocations of Profit and Loss (6.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reallocation (6.3) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reallocation (6.3) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}