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###Human:
Determine if the accounting term Special Allocations (6.4) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term Special Allocations (6.4) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term Code Section 704(c) Allocations (6.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term Code Section 704(c) Allocations (6.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term Allocations in Respect of a Transferred Interest (6.6) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term Allocations in Respect of a Transferred Interest (6.6) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term Tax Matters for the Company (8.3) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term Tax Matters for the Company (8.3) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term Tax Distributions from description No is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":false,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term Tax Distributions from description No is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":false,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term K-1 Timing from description Not specified, will default to whatever tier they are paying for I guess. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term K-1 Timing from description Not specified, will default to whatever tier they are paying for I guess. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term Reports from description Same as above. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term Reports from description Same as above. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term Fund Control Structure from description Fund is a series of a Master LLC. Manager is Assure Fund Management II, LLC, "Organizer" is Stonks Advisors LLC.
Management of the Fund is vested in the Manager. The Manager will instruct the Fund to follow the advice of the Organizer in accordance with the Advisory Agreement regarding any decisions the Fund may be asked to make as holder of the Portfolio Company Securities. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term Fund Control Structure from description Fund is a series of a Master LLC. Manager is Assure Fund Management II, LLC, "Organizer" is Stonks Advisors LLC.
Management of the Fund is vested in the Manager. The Manager will instruct the Fund to follow the advice of the Organizer in accordance with the Advisory Agreement regarding any decisions the Fund may be asked to make as holder of the Portfolio Company Securities. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term Distributions - Carry from description 0 carry. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term Distributions - Carry from description 0 carry. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term 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 Series of Innovative Opportunities, LLC, LLC. Manager is Assure, Organizer is Thomas Cole. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term Fund Control Structure from description Series of Innovative Opportunities, LLC, LLC. Manager is Assure, Organizer is Thomas Cole. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term Management Fee from description Fees for Management Services. The Fund shall pay the Advisor a management fee calculated by multiplying the aggregate amount of committed capital by 3 percent. This is a one-time, upfront management fee due when the Fund's initial investment is consummated. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term Management Fee from description Fees for Management Services. The Fund shall pay the Advisor a management fee calculated by multiplying the aggregate amount of committed capital by 3 percent. This is a one-time, upfront management fee due when the Fund's initial investment is consummated. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term Distributions Waterfall from description (a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution; and then
(b) The Carry Percentage of the remainder to the Organizer (as defined in this Agreement), if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them.
20% carry. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term Distributions Waterfall from description (a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution; and then
(b) The Carry Percentage of the remainder to the Organizer (as defined in this Agreement), if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them.
20% carry. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term Closings from description Except as provided in Article VIII, following the Initial Closing, additional Interests may be issued for up to six months after the Initial Closing, after which no new Interests will be issued. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term Closings from description Except as provided in Article VIII, following the Initial Closing, additional Interests may be issued for up to six months after the Initial Closing, after which no new Interests will be issued. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term K-1 Timing from description The Fund will prepare and duly and timely file, at the Fund's expense, all tax returns required to be filed by the Fund. The Manager will send or cause to be sent to each Member within 90 days after the end of each Fiscal Year, or a later date as determined in the discretion of the Manager, information relating to the Fund as is necessary for the Member to complete its federal, state and local income tax returns that include that Fiscal Year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term K-1 Timing from description The Fund will prepare and duly and timely file, at the Fund's expense, all tax returns required to be filed by the Fund. The Manager will send or cause to be sent to each Member within 90 days after the end of each Fiscal Year, or a later date as determined in the discretion of the Manager, information relating to the Fund as is necessary for the Member to complete its federal, state and local income tax returns that include that Fiscal Year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term Fund Control Structure from description Fund is a series of NotVCs, LP, a Delaware limited partnership. The General Partner is Fund GP, LLC. AngelList Advisors, LLC is the Investment Adviser. There is no Sub-Adviser. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term Fund Control Structure from description Fund is a series of NotVCs, LP, a Delaware limited partnership. The General Partner is Fund GP, LLC. AngelList Advisors, LLC is the Investment Adviser. There is no Sub-Adviser. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term GP Commitment from description "Fund Lead Commitment Amount" means an amount no less than $3,100,000 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term GP Commitment from description "Fund Lead Commitment Amount" means an amount no less than $3,100,000 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term Management Fee from description .5% per quarter (2% annually) for the first 10 years, then 0%. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term Management Fee from description .5% per quarter (2% annually) for the first 10 years, then 0%. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term Management Fee from description The Management Fee, if any, shall be proportionately increased upon the date of admission of any additional Limited Partner to the applicable Class to reflect the increased Capital Commitments as if such Capital Commitments existed on the Initial Closing Date; provided, however, that no increase in Management Fee shall become payable with respect to a subscription until the Fiscal Quarter immediately following the Fiscal Quarter in which such subscription had been made, which first payment shall include any accrued amounts that would have been payable pursuant to Section 3.10.2 if such additional Capital Commitments had existed on the Initial Closing Date. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term Management Fee from description The Management Fee, if any, shall be proportionately increased upon the date of admission of any additional Limited Partner to the applicable Class to reflect the increased Capital Commitments as if such Capital Commitments existed on the Initial Closing Date; provided, however, that no increase in Management Fee shall become payable with respect to a subscription until the Fiscal Quarter immediately following the Fiscal Quarter in which such subscription had been made, which first payment shall include any accrued amounts that would have been payable pursuant to Section 3.10.2 if such additional Capital Commitments had existed on the Initial Closing Date. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term Management Fee from description The Management Fee, if any, shall be payable quarterly in advance beginning on the first business day of the full Fiscal Quarter immediately following the Initial Closing for the applicable Class, with subsequent installments to be paid quarterly on the first business day of each Fiscal Quarter thereafter for the period specified in the relevant Schedule hereto. There will be no payments of the Management Fee in respect of a period of less than a quarter of a Fiscal Year; provided, however, no refund or clawback will be provided for any portion of the Management Fee paid during the final Fiscal Quarter of the term of the Fund. The Management Fee, if any, shall be payable to a bank account specified by the Fund Lead (or its assignee) in writing to the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term Management Fee from description The Management Fee, if any, shall be payable quarterly in advance beginning on the first business day of the full Fiscal Quarter immediately following the Initial Closing for the applicable Class, with subsequent installments to be paid quarterly on the first business day of each Fiscal Quarter thereafter for the period specified in the relevant Schedule hereto. There will be no payments of the Management Fee in respect of a period of less than a quarter of a Fiscal Year; provided, however, no refund or clawback will be provided for any portion of the Management Fee paid during the final Fiscal Quarter of the term of the Fund. The Management Fee, if any, shall be payable to a bank account specified by the Fund Lead (or its assignee) in writing to the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term Management Fee Offset from description In the event that the Fund Lead waives an amount of Management Fee pursuant to Section 3.10.4, the Fund Lead, on its own behalf or on behalf of an assignee, shall subscribe for an Interest in the Fund and have a Capital Commitment to the Fund in an amount equal to its Management Fee Waiver Amount as provided in Section 3.10.4. In respect of this Interest, the Fund Lead or its assignee shall be treated as a Limited Partner in the Fund. The Fund Lead or its assignee shall be deemed to have made a Capital Contribution to the Fund in the same proportion and at the same time as each other Partner in respect of its Capital Commitment created pursuant to the preceding sentence. Each such deemed Capital Contribution shall result in a dollar-for dollar reduction in the amount of Management Fee that would otherwise be received as provided in Section 3.10.1 in the manner set forth in Section 3.10.4. For the avoidance of doubt, the Fund Lead or its assignee shall have a Subscription Amount equa is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term Management Fee Offset from description In the event that the Fund Lead waives an amount of Management Fee pursuant to Section 3.10.4, the Fund Lead, on its own behalf or on behalf of an assignee, shall subscribe for an Interest in the Fund and have a Capital Commitment to the Fund in an amount equal to its Management Fee Waiver Amount as provided in Section 3.10.4. In respect of this Interest, the Fund Lead or its assignee shall be treated as a Limited Partner in the Fund. The Fund Lead or its assignee shall be deemed to have made a Capital Contribution to the Fund in the same proportion and at the same time as each other Partner in respect of its Capital Commitment created pursuant to the preceding sentence. Each such deemed Capital Contribution shall result in a dollar-for dollar reduction in the amount of Management Fee that would otherwise be received as provided in Section 3.10.1 in the manner set forth in Section 3.10.4. For the avoidance of doubt, the Fund Lead or its assignee shall have a Subscription Amount equa is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term Investment Period / Term from description "Termination Date" means the twelfth-year anniversary of the Effective Date; provided, however, that prior to a dissolution pursuant to Section 7.1, the General Partner, in its sole discretion, may make up to two successive one-year deferrals of the Termination Date.
Investment Period is 36 months, provided, however, that the General Partner, in its sole discretion, may extend the definition of the Investment Period by up to twenty four additional successive one (1) month periods. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term Investment Period / Term from description "Termination Date" means the twelfth-year anniversary of the Effective Date; provided, however, that prior to a dissolution pursuant to Section 7.1, the General Partner, in its sole discretion, may make up to two successive one-year deferrals of the Termination Date.
Investment Period is 36 months, provided, however, that the General Partner, in its sole discretion, may extend the definition of the Investment Period by up to twenty four additional successive one (1) month periods. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term Reinvestment of Capital from description The General Partner may, in its sole discretion, make any assets otherwise available for distribution pursuant to Section 4.7 available to be invested by the Fund in Portfolio Company Securities if the Fund is a Syndicate Fund, or Target Portfolio Company Securities if the Fund is a Multi-Security Fund, in accordance with the terms of this Agreement. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term Reinvestment of Capital from description The General Partner may, in its sole discretion, make any assets otherwise available for distribution pursuant to Section 4.7 available to be invested by the Fund in Portfolio Company Securities if the Fund is a Syndicate Fund, or Target Portfolio Company Securities if the Fund is a Multi-Security Fund, in accordance with the terms of this Agreement. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term Capital Contributions from description Each Partner agrees to make (a) an initial Capital Contribution to the Fund upon the Closing in which such Partner is admitted into the Fund in an amount equal to the Initial Drawdown Amount and (b) such additional Capital Contributions to the Fund from time to time as hereinafter set forth; provided, however, that after the Investment Period, the General Partner may request Capital Contributions only to fund (i) expenses, Management and Platform Administrative Fees, if any, (ii) completion of transactions with respect to which the Fund (or an Affiliate thereof on behalf of the Fund) has entered into a commitment or were in the process prior to the expiration of the Investment Period, (iii) investments, directly or indirectly, into Follow-On Opportunities, and (iv) liabilities of the Fund (including but not limited to indemnification); and provided, further, that no Partner shall be required to make any Capital Contribution pursuant to this Section 3.4 which, together with all other Ca is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term Capital Contributions from description Each Partner agrees to make (a) an initial Capital Contribution to the Fund upon the Closing in which such Partner is admitted into the Fund in an amount equal to the Initial Drawdown Amount and (b) such additional Capital Contributions to the Fund from time to time as hereinafter set forth; provided, however, that after the Investment Period, the General Partner may request Capital Contributions only to fund (i) expenses, Management and Platform Administrative Fees, if any, (ii) completion of transactions with respect to which the Fund (or an Affiliate thereof on behalf of the Fund) has entered into a commitment or were in the process prior to the expiration of the Investment Period, (iii) investments, directly or indirectly, into Follow-On Opportunities, and (iv) liabilities of the Fund (including but not limited to indemnification); and provided, further, that no Partner shall be required to make any Capital Contribution pursuant to this Section 3.4 which, together with all other Ca is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term Capital Contributions from description Each Limited Partner shall make Capital Contributions to the Fund in such amounts and at such times as the General Partner shall specify in notices (each a "Drawdown Notice") delivered from time to time to such Limited Partner pursuant to Section 3.4.2(b). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term Capital Contributions from description Each Limited Partner shall make Capital Contributions to the Fund in such amounts and at such times as the General Partner shall specify in notices (each a "Drawdown Notice") delivered from time to time to such Limited Partner pursuant to Section 3.4.2(b). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term Distributions - Carry from description See "Distributions - Discretionary" for waterfall. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":false,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term Distributions - Carry from description See "Distributions - Discretionary" for waterfall. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":false,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term Distributions - Mandatory from description The Fund shall first use assets available for distribution to pay outstanding debts and obligations, if any, of the Fund, provided, however, that debts and obligations associated with one Class but not the other(s) should be paid from assets attributable to such Class only. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term Distributions - Mandatory from description The Fund shall first use assets available for distribution to pay outstanding debts and obligations, if any, of the Fund, provided, however, that debts and obligations associated with one Class but not the other(s) should be paid from assets attributable to such Class only. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term Distributions - Discretionary from description The amounts initially apportioned to each Class Limited Partner shall then be distributed in the following proportions and order of priority (except as otherwise provided herein), with each defined term operating with respect to that Limited Partner with respect to that Class:
(a) First, to that Limited Partner until that Limited Partner has received aggregate distributions under this Section 4.7.1(a) equal to its Capital Contributions;
(b) Second, if Fund-Level Carry Distributions are less than Target Fund-Level Carry Distributions, then to the Special Partner, the Investment Adviser, and the Sub-Adviser, apportioned under Section 4.7.2, until Fund-Level Carry Distributions equal Target Fund-Level Carry Distributions;
(c) Third, if Fund-Level Carry Distributions are more than Target Fund-Level Carry Distributions, then to that Limited Partner until Target Fund-Level Carry Distributions equal Fund-Level Carry Distributions; and
(d) Thereafter, (x) the Total is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":false,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term Distributions - Discretionary from description The amounts initially apportioned to each Class Limited Partner shall then be distributed in the following proportions and order of priority (except as otherwise provided herein), with each defined term operating with respect to that Limited Partner with respect to that Class:
(a) First, to that Limited Partner until that Limited Partner has received aggregate distributions under this Section 4.7.1(a) equal to its Capital Contributions;
(b) Second, if Fund-Level Carry Distributions are less than Target Fund-Level Carry Distributions, then to the Special Partner, the Investment Adviser, and the Sub-Adviser, apportioned under Section 4.7.2, until Fund-Level Carry Distributions equal Target Fund-Level Carry Distributions;
(c) Third, if Fund-Level Carry Distributions are more than Target Fund-Level Carry Distributions, then to that Limited Partner until Target Fund-Level Carry Distributions equal Fund-Level Carry Distributions; and
(d) Thereafter, (x) the Total is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":false,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term Borrowing from description Unless otherwise provided on the Schedule for the applicable Class, if the General Partner shall reasonably determine that funds are necessary to make an investment or to pay Management Fees, Platform Administrative Fees or a Fund expense prior to the time all or a portion of such funds are otherwise made available by the Partners in accordance with this Section 3.4, the General Partner may borrow such funds, from Affiliates or otherwise, provided that the General Partner shall deliver an applicable Drawdown Notice or Notices in respect of such investment, Management Fee, Platform Administrative Fee or Fund expense promptly after making such borrowing. The General Partner shall repay any borrowings made under this Section 3.4.3 as promptly as practicable after funds for such repayment become available to the Fund. To the extent any borrowing by the Fund is attributable to Capital Contributions that are received by the Fund after the payment date specified in the applicable Drawdown Not is Foundational, Manual, or Non-Foundational and add a comment 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 Unless otherwise provided on the Schedule for the applicable Class, if the General Partner shall reasonably determine that funds are necessary to make an investment or to pay Management Fees, Platform Administrative Fees or a Fund expense prior to the time all or a portion of such funds are otherwise made available by the Partners in accordance with this Section 3.4, the General Partner may borrow such funds, from Affiliates or otherwise, provided that the General Partner shall deliver an applicable Drawdown Notice or Notices in respect of such investment, Management Fee, Platform Administrative Fee or Fund expense promptly after making such borrowing. The General Partner shall repay any borrowings made under this Section 3.4.3 as promptly as practicable after funds for such repayment become available to the Fund. To the extent any borrowing by the Fund is attributable to Capital Contributions that are received by the Fund after the payment date specified in the applicable Drawdown Not is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term Borrowing from description Except with regard to amounts borrowed for less than 120 days to satisfy short-term needs of the Funds, the General Partner shall not cause the Fund to borrow money. The Fund shall not at any time borrow additional amounts if, as a consequence, the principal amount of the Fund’s indebtedness for borrowed money would exceed fifteen percent (15%) of the total Capital Commitments of the Limited Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term Borrowing from description Except with regard to amounts borrowed for less than 120 days to satisfy short-term needs of the Funds, the General Partner shall not cause the Fund to borrow money. The Fund shall not at any time borrow additional amounts if, as a consequence, the principal amount of the Fund’s indebtedness for borrowed money would exceed fifteen percent (15%) of the total Capital Commitments of the Limited Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term Borrowing from description The General Partner may, on behalf of the Fund and/or for its own account, secure the payment of any indebtedness by mortgage, charge, pledge, lien or assignment of any interest in all or any part of the Fund’s assets (including its bank accounts) as well as the General Partner’s right to serve capital call notices on the Limited Partners and the Fund’s right to receive payment of the Capital Contributions called pursuant to such capital call notices and all rights relating thereto; provided, however, that no mortgage, charge, lien, assignment, transfer, pledge or grant shall convey to the transferee recourse against any Limited Partner beyond the obligation of the Limited Partner to make payments in respect of its Capital Contributions as set forth in the Subscription Agreement and this Agreement. In addition, the General Partner may pledge, hypothecate, mortgage, assign, transfer and grant security interest in all rights of the General Partner to prepay in whole or in part, refinance is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":false,"manual":false,"nonFoundational":true} | ###Human:
Determine if the accounting term Borrowing from description The General Partner may, on behalf of the Fund and/or for its own account, secure the payment of any indebtedness by mortgage, charge, pledge, lien or assignment of any interest in all or any part of the Fund’s assets (including its bank accounts) as well as the General Partner’s right to serve capital call notices on the Limited Partners and the Fund’s right to receive payment of the Capital Contributions called pursuant to such capital call notices and all rights relating thereto; provided, however, that no mortgage, charge, lien, assignment, transfer, pledge or grant shall convey to the transferee recourse against any Limited Partner beyond the obligation of the Limited Partner to make payments in respect of its Capital Contributions as set forth in the Subscription Agreement and this Agreement. In addition, the General Partner may pledge, hypothecate, mortgage, assign, transfer and grant security interest in all rights of the General Partner to prepay in whole or in part, refinance is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":false,"manual":false,"nonFoundational":true} |
###Human:
Determine if the accounting term Closings from description The General Partner may issue Interests upon the receipt and acceptance of the Capital Contributions (including contributions deemed to have been made as described below at Section 3.4.1)), at the sole discretion of the General Partner, and admit as a Partner any Person that shall execute this Agreement or any other writing evidencing the intent of such Person to become a Partner and be bound by this Agreement, at such time as the General Partner determines in its sole discretion (the “Initial Closing”). At any time, and from time to time, the General Partner may, at one or more additional closings (each an “Additional Closing” and together with the Initial Closing, each a “Closing”), without obtaining the consent or permission of or giving notice to any Partner admitted in the Initial Closing or any prior Additional Closing, issue Interests in exchange for Capital Contributions and admit as Partners any Person that shall execute this Agreement or any other writing evidencing the inte is Foundational, Manual, or Non-Foundational and add a comment 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 General Partner may issue Interests upon the receipt and acceptance of the Capital Contributions (including contributions deemed to have been made as described below at Section 3.4.1)), at the sole discretion of the General Partner, and admit as a Partner any Person that shall execute this Agreement or any other writing evidencing the intent of such Person to become a Partner and be bound by this Agreement, at such time as the General Partner determines in its sole discretion (the “Initial Closing”). At any time, and from time to time, the General Partner may, at one or more additional closings (each an “Additional Closing” and together with the Initial Closing, each a “Closing”), without obtaining the consent or permission of or giving notice to any Partner admitted in the Initial Closing or any prior Additional Closing, issue Interests in exchange for Capital Contributions and admit as Partners any Person that shall execute this Agreement or any other writing evidencing the inte is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term Closings from description In accordance with Section 3.2.2, each additional Person admitted as a Partner subsequent to the Effective Date (and each existing Limited Partner that increases its Subscription Amount) shall (i) execute and deliver to the Fund a counterpart of this Agreement or otherwise take such actions as the General Partner shall deem appropriate in order for such Partner to become bound by the terms of this Agreement and (ii) in the case of a Limited Partner, make a Capital Contribution in an amount equal to its accepted Subscription Amount in exchange for an Interest. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term Closings from description In accordance with Section 3.2.2, each additional Person admitted as a Partner subsequent to the Effective Date (and each existing Limited Partner that increases its Subscription Amount) shall (i) execute and deliver to the Fund a counterpart of this Agreement or otherwise take such actions as the General Partner shall deem appropriate in order for such Partner to become bound by the terms of this Agreement and (ii) in the case of a Limited Partner, make a Capital Contribution in an amount equal to its accepted Subscription Amount in exchange for an Interest. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term In-Kind Distributions from description Subject to Section 4.7.1, at the sole discretion of the General Partner, distributions pursuant to this Article IV will be comprised of (i) Portfolio Company Securities, or (ii) cash or other securities if and to the extent that, in connection with a Liquidity Event, the Fund receives such cash or other securities in exchange for Portfolio Company Securities or from the sale of economic rights obtained in such Liquidity Event. Interim distributions will be made at such times as the General Partner determines in its sole discretion. Notwithstanding the foregoing, no distribution of securities shall be made to any Limited Partner to the extent such Limited Partner would be prohibited by applicable law from holding such securities. Securities distributed in kind pursuant to this Section, or securities distributed pursuant to Sections 4.7.7 or 7.2, shall be subject to such conditions and restrictions as the General Partner determines, in its sole discretion, are legally required or appr is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term In-Kind Distributions from description Subject to Section 4.7.1, at the sole discretion of the General Partner, distributions pursuant to this Article IV will be comprised of (i) Portfolio Company Securities, or (ii) cash or other securities if and to the extent that, in connection with a Liquidity Event, the Fund receives such cash or other securities in exchange for Portfolio Company Securities or from the sale of economic rights obtained in such Liquidity Event. Interim distributions will be made at such times as the General Partner determines in its sole discretion. Notwithstanding the foregoing, no distribution of securities shall be made to any Limited Partner to the extent such Limited Partner would be prohibited by applicable law from holding such securities. Securities distributed in kind pursuant to this Section, or securities distributed pursuant to Sections 4.7.7 or 7.2, shall be subject to such conditions and restrictions as the General Partner determines, in its sole discretion, are legally required or appr is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term Fund Expenses from description Except as otherwise expressly provided herein or on Exhibit A, the Fund shall bear the Management Fee and the Platform Administrative Fee, if any, and all organizational and operating expenses of the Fund and other expenses attributable to the activities of the Fund, including, but not limited to (i) attorneys' and accountants' fees (including, for the avoidance of doubt, any reasonable expense incurred in connection with an audit or the generation of any financial statements that may be required of the Fund by any Limited Partner) and insurance, regulatory or litigation expenses (including disbursements on behalf of the Fund and damages and any tax or other audit expenses) and any expenses contemplated under Section 10.4);; (ii) all reasonable attorneys' fees and other legal expenses incurred in connection with the Fund's investments in Portfolio Company Securities; (iii) expenses incurred in connection with the winding up or liquidation of the Fund (i.e. Permissible Liquidation Expen is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term Fund Expenses from description Except as otherwise expressly provided herein or on Exhibit A, the Fund shall bear the Management Fee and the Platform Administrative Fee, if any, and all organizational and operating expenses of the Fund and other expenses attributable to the activities of the Fund, including, but not limited to (i) attorneys' and accountants' fees (including, for the avoidance of doubt, any reasonable expense incurred in connection with an audit or the generation of any financial statements that may be required of the Fund by any Limited Partner) and insurance, regulatory or litigation expenses (including disbursements on behalf of the Fund and damages and any tax or other audit expenses) and any expenses contemplated under Section 10.4);; (ii) all reasonable attorneys' fees and other legal expenses incurred in connection with the Fund's investments in Portfolio Company Securities; (iii) expenses incurred in connection with the winding up or liquidation of the Fund (i.e. Permissible Liquidation Expen is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term Audit from description No audit obligation imposed by LPA, but expense language includes audit costs in the event a Limited Partner requests audited financial statements is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term Audit from description No audit obligation imposed by LPA, but expense language includes audit costs in the event a Limited Partner requests audited financial statements is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term Reports from description As soon as practicable following each Closing, the Fund will provide to each Limited Partner documentation of its Interest or Capital Account (through the Platform or otherwise).
The Fund may from time to time furnish to each Limited Partner a report containing financial or tax information as is necessary for each Limited Partner to complete U.S. federal and state or, to the extent applicable, Canadian federal and provincial income tax returns or other applicable tax returns with respect to its Interest, along with any other tax information required by law. Information may be provided in hard copy or via electronic means (including through email or the Platform). If financial statements of the Fund are prepared, securities may be valued pursuant to Article XIII hereof. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term Reports from description As soon as practicable following each Closing, the Fund will provide to each Limited Partner documentation of its Interest or Capital Account (through the Platform or otherwise).
The Fund may from time to time furnish to each Limited Partner a report containing financial or tax information as is necessary for each Limited Partner to complete U.S. federal and state or, to the extent applicable, Canadian federal and provincial income tax returns or other applicable tax returns with respect to its Interest, along with any other tax information required by law. Information may be provided in hard copy or via electronic means (including through email or the Platform). If financial statements of the Fund are prepared, securities may be valued pursuant to Article XIII hereof. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} |
###Human:
Determine if the accounting term Valuation from description Subject to Section 13.1.2 below, the valuation of securities and other assets and liabilities under this Agreement shall be at fair market value. Except as may be required under applicable Treasury Regulations, no value shall be placed on the goodwill or the name of the Fund in determining the value of the Interest of any Partner or in any accounting among the Partners.
Unless otherwise specified in Exhibit A, the Investment Adviser shall have the power at any time to determine, for all purposes of this Agreement, the fair market value of any assets and liabilities of the Fund in accordance with the Investment Adviser’s then current valuation methodologies. Each Limited Partner agrees that the Investment Adviser may amend, change and adapt its valuation methodology at any time in its reasonable discretion, and that valuation of securities reported by the Fund may not represent true fair market value of such securities. The Fund Lead and the Sub-Adviser (if any) shall each reasonabl is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. | ###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} | ###Human:
Determine if the accounting term Valuation from description Subject to Section 13.1.2 below, the valuation of securities and other assets and liabilities under this Agreement shall be at fair market value. Except as may be required under applicable Treasury Regulations, no value shall be placed on the goodwill or the name of the Fund in determining the value of the Interest of any Partner or in any accounting among the Partners.
Unless otherwise specified in Exhibit A, the Investment Adviser shall have the power at any time to determine, for all purposes of this Agreement, the fair market value of any assets and liabilities of the Fund in accordance with the Investment Adviser’s then current valuation methodologies. Each Limited Partner agrees that the Investment Adviser may amend, change and adapt its valuation methodology at any time in its reasonable discretion, and that valuation of securities reported by the Fund may not represent true fair market value of such securities. The Fund Lead and the Sub-Adviser (if any) shall each reasonabl is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.
###Assistant:
{"foundational":true,"manual":false,"nonFoundational":false} |