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angellist

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cupcakeLPAParsingTest

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###Human: Determine if the accounting term Fund Control Structure from description One Member (Crescent FUnd 2 Ltd., a Cayman entity), and a Manager (Rick Fortunato). The Manager may exercise the management authority generally described in Section 6(b) except with respect to the matters set forth below, which require the prior written consent of the Member: (i) the amendment of this Agreement as provided in Section 15 hereof; (ii) the dissolution or winding up of the Company; (iii) the merger or consolidation of the Company; (iv) the sale, transfer, contribution, exchange, mortgage, pledge, encumbrance, lease or other disposition or transfer of all or substantially all of the assets of the Company; and (v) any other transaction specifically described herein as requiring the approval of the Member. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Fund Control Structure from description One Member (Crescent FUnd 2 Ltd., a Cayman entity), and a Manager (Rick Fortunato). The Manager may exercise the management authority generally described in Section 6(b) except with respect to the matters set forth below, which require the prior written consent of the Member: (i) the amendment of this Agreement as provided in Section 15 hereof; (ii) the dissolution or winding up of the Company; (iii) the merger or consolidation of the Company; (iv) the sale, transfer, contribution, exchange, mortgage, pledge, encumbrance, lease or other disposition or transfer of all or substantially all of the assets of the Company; and (v) any other transaction specifically described herein as requiring the approval of the Member. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

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

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

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

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

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

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

###Human: Determine if the accounting term Term from description The Company shall have perpetual existence unless it shall be dissolved and its affairs shall have been wound up upon (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate as provided in the Act. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Term from description The Company shall have perpetual existence unless it shall be dissolved and its affairs shall have been wound up upon (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate as provided in the Act. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description The Member has contributed $1.00 in cash as its initial capital contribution to the Company. The Member may make, but shall not be required to make, additional capital contributions to the Company. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Capital Contributions from description The Member has contributed $1.00 in cash as its initial capital contribution to the Company. The Member may make, but shall not be required to make, additional capital contributions to the Company. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

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

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

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

###Human: Determine if the accounting term Distributions - Mandatory from description Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Distributions - Mandatory from description Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

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

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

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

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

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

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

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

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

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

###Human: Determine if the accounting term Tax Sections from description 10. Taxation. It is the intent of the Member that since the Company has a single owner, the Company shall be disregarded as an entity separate from the Member for federal tax purposes. 11. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Tax Sections from description 10. Taxation. It is the intent of the Member that since the Company has a single owner, the Company shall be disregarded as an entity separate from the Member for federal tax purposes. 11. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

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

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

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

###Human: Determine if the accounting term New section - 3.3.2 Suspension Event from description The General Partner shall suspend the Fund’s investment in Target Portfolio Companies (each suspension, a “Suspension Event”) upon receiving the Consent of a Majority in Interest of the Limited Partners. Such Suspension Event shall remain in place until the General Partner shall have received the Consent of a Majority in Interest of the Limited Partners to revoke the Suspension Event. The General Partner shall have no obligation to notify any or all of the Limited Partners of its solicitation or its receipt of Consent from the requisite Majority in Interest of the Limited Partners with respect to any Suspension Event. Following a Suspension Event, a Majority in Interest of the Limited Partners may, by notice to the General Partner, cause the General Partner to return to the Partners any uninvested Capital Contributions not reserved for the Fund’s other expenses as provided in Section 3.12. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term New section - 3.3.2 Suspension Event from description The General Partner shall suspend the Fund’s investment in Target Portfolio Companies (each suspension, a “Suspension Event”) upon receiving the Consent of a Majority in Interest of the Limited Partners. Such Suspension Event shall remain in place until the General Partner shall have received the Consent of a Majority in Interest of the Limited Partners to revoke the Suspension Event. The General Partner shall have no obligation to notify any or all of the Limited Partners of its solicitation or its receipt of Consent from the requisite Majority in Interest of the Limited Partners with respect to any Suspension Event. Following a Suspension Event, a Majority in Interest of the Limited Partners may, by notice to the General Partner, cause the General Partner to return to the Partners any uninvested Capital Contributions not reserved for the Fund’s other expenses as provided in Section 3.12. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term "Target Portfolio Companies" definition edits from description "Target Portfolio Companies" means private companies. Without the Consent of a Majority in Interest of the Limited Partners delivered to the General Partner, the Fund shall not (i) invest in any company with a pre-money valuation greater than $20 million or (ii) deploy more than $250,000 in any initial investment; provided, however, that the Fund shall be permitted to take part pro rata in any bona fide equity round led by a venture capital firm in the round immediately following the Fund’s initial investment. The General Partner shall have no obligation to notify any or all of the Limited Partners of its solicitation or its receipt of Consent from the requisite Majority in Interest of the Limited Partners.{ is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term "Target Portfolio Companies" definition edits from description "Target Portfolio Companies" means private companies. Without the Consent of a Majority in Interest of the Limited Partners delivered to the General Partner, the Fund shall not (i) invest in any company with a pre-money valuation greater than $20 million or (ii) deploy more than $250,000 in any initial investment; provided, however, that the Fund shall be permitted to take part pro rata in any bona fide equity round led by a venture capital firm in the round immediately following the Fund’s initial investment. The General Partner shall have no obligation to notify any or all of the Limited Partners of its solicitation or its receipt of Consent from the requisite Majority in Interest of the Limited Partners.{ is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Note to VCA - First - the majority of the edits are simply removing the logic and {brackets} from the docuemnt. If we are not going to run the LPA through product, but instead simply upload their editted copy, we should make sure all the definitions have been accounted for. For example, "Special Partner" still has yet to be defined ; same with "Special Partner Carry Percentage" and "Total Carry Percentage" Second - any edits we make to the LPA will likely have matching language that we'll need to edit and confrom in the PPM. Just a heads up. from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Note to VCA - First - the majority of the edits are simply removing the logic and {brackets} from the docuemnt. If we are not going to run the LPA through product, but instead simply upload their editted copy, we should make sure all the definitions have been accounted for. For example, "Special Partner" still has yet to be defined ; same with "Special Partner Carry Percentage" and "Total Carry Percentage" Second - any edits we make to the LPA will likely have matching language that we'll need to edit and confrom in the PPM. Just a heads up. from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":nan,"manual":nan,"nonFoundational":nan}

###Human: Determine if the accounting term Response from GP: The point of ALA-advised funds is that AL monitors the fund to ensure the leads don't invest above the cap, etc. The obligation to monitor this should not be pushed off to the leads and the proposed language from legal is different from what AL has agreed to in the past for Spearhead. Can we stick with my original proposal given AL has already agreed to exactly this language in the past and it is more consistent with how the funds should work? ALA, as the Investment Adviser, has a responsibility to check these things regardless of the language in this section, so I don't think this should be contentious. from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Response from GP: The point of ALA-advised funds is that AL monitors the fund to ensure the leads don't invest above the cap, etc. The obligation to monitor this should not be pushed off to the leads and the proposed language from legal is different from what AL has agreed to in the past for Spearhead. Can we stick with my original proposal given AL has already agreed to exactly this language in the past and it is more consistent with how the funds should work? ALA, as the Investment Adviser, has a responsibility to check these things regardless of the language in this section, so I don't think this should be contentious. from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":nan,"manual":nan,"nonFoundational":nan}

###Human: Determine if the accounting term Original Docs (Including Redlines): https://drive.google.com/drive/folders/1VHlIXZg5zJikDOE2-hclU3eCVMeqjdSV?usp=sharing from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Original Docs (Including Redlines): https://drive.google.com/drive/folders/1VHlIXZg5zJikDOE2-hclU3eCVMeqjdSV?usp=sharing from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":nan,"manual":nan,"nonFoundational":nan}

###Human: Determine if the accounting term ^ This uses the same doc AngellList approved for member-managed vehicles. from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term ^ This uses the same doc AngellList approved for member-managed vehicles. from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":nan,"manual":nan,"nonFoundational":nan}

###Human: Determine if the accounting term General Partner Clawback from description See 10.5(b) is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term General Partner Clawback from description See 10.5(b) is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Accounts from description See 4.1 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Capital Accounts from description See 4.1 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Allocation of Profit or Loss from description See 5.1 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Allocation of Profit or Loss from description See 5.1 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Tax Distributions from description See 7.4. feel free to tell me to take this out or make it in the GP’s discretion, hoping it’s not an issue given the allocation method change is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Tax Distributions from description See 7.4. feel free to tell me to take this out or make it in the GP’s discretion, hoping it’s not an issue given the allocation method change is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Tax Returns from description See 11.5. Our next draft doesn’t have any changes here, so perhaps you can just tell me what to change for now for this Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Tax Returns from description See 11.5. Our next draft doesn’t have any changes here, so perhaps you can just tell me what to change for now for this Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Partnership Representative from description See 11.6 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Partnership Representative from description See 11.6 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Special Allocations - GP electing to waive from description 5.2c is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Special Allocations - GP electing to waive from description 5.2c is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

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

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

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

###Human: Determine if the accounting term GP Commitment from description (a) All Capital Contributions to the Partnership by the General Partner shall be in cash. (b) The General Partner shall pay any Commitment in installments at the same times and in the same percentage amounts as the Limited Partners. (c) The amount of any Waived Management Fees shall be treated as a deemed contribution by the General Partner to the Partnership in such amount, which shall be treated as a contribution for all purposes of this Agreement but which shall not increase the General Partner's Capital Account. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term GP Commitment from description (a) All Capital Contributions to the Partnership by the General Partner shall be in cash. (b) The General Partner shall pay any Commitment in installments at the same times and in the same percentage amounts as the Limited Partners. (c) The amount of any Waived Management Fees shall be treated as a deemed contribution by the General Partner to the Partnership in such amount, which shall be treated as a contribution for all purposes of this Agreement but which shall not increase the General Partner's Capital Account. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee from description (i) Beginning with the Initial Closing through the end of the Investment Period, two percent (2.0%) per annum of the aggregate Capital Commitments. (ii) Thereafter, for all periods following the Investment Period, an amount equal to two percent (2.0%) per annum of the average aggregate amount of the outstanding investments Notwithstanding the foregoing, the Management Fees paid for a fiscal quarter or portion thereof shall be reduced by the amount of the Management Fees that the General Partner has irrevocably elected to waive (the “Waived Management Fees”) in a written notice delivered to the Partnership at any time during the calendar year preceding the date on which such Management Fees are due. The aggregate amount of Waived Management Fees may not exceed the amount of the investment commitment of the Principals with respect to the Partnership (including any investment commitment to any co-investment vehicle) in effect from time to time. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Management Fee from description (i) Beginning with the Initial Closing through the end of the Investment Period, two percent (2.0%) per annum of the aggregate Capital Commitments. (ii) Thereafter, for all periods following the Investment Period, an amount equal to two percent (2.0%) per annum of the average aggregate amount of the outstanding investments Notwithstanding the foregoing, the Management Fees paid for a fiscal quarter or portion thereof shall be reduced by the amount of the Management Fees that the General Partner has irrevocably elected to waive (the “Waived Management Fees”) in a written notice delivered to the Partnership at any time during the calendar year preceding the date on which such Management Fees are due. The aggregate amount of Waived Management Fees may not exceed the amount of the investment commitment of the Principals with respect to the Partnership (including any investment commitment to any co-investment vehicle) in effect from time to time. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Investment Period from description “Investment Period” means the period ending on the fourth anniversary of the initial funding. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Investment Period from description “Investment Period” means the period ending on the fourth anniversary of the initial funding. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Term from description ten (10) years from the Final Closing (the “Initial Term”), subject to two one-year extensions, at the sole discretion of the General Partner (the “Extended Term”); The General Partner and a Majority in Interest of the Limited Partners may elect to dissolve the Partnership by giving notice to each Partner of the election. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Term from description ten (10) years from the Final Closing (the “Initial Term”), subject to two one-year extensions, at the sole discretion of the General Partner (the “Extended Term”); The General Partner and a Majority in Interest of the Limited Partners may elect to dissolve the Partnership by giving notice to each Partner of the election. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reinvestment of Capital from description The Partnership may not generally reinvest proceeds from Realized Investments; provided, however, that if the Partnership disposes of its interest in a Portfolio Company, in each case within 13 months of making such financing or investment, then the Partnership may reinvest the recovered cost basis of such investment, either (i) by retaining the proceeds (provided that any such retained proceeds are reinvested by the Partnership no more than ninety (90) days following the date such proceeds are received by the Partnership or else promptly following the end of such ninety (90) day period, such proceeds shall be distributed to the Partners pursuant to the following Section 6.04(ii)) or (ii) by distributing such proceeds to the Partners, increasing each Partner’s unfunded Commitment by such cost basis, and having such amount available for future recall. Similarly, Capital Commitments funded in connection with transactions that are not consummated may be distributed to the Partners, there is 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 The Partnership may not generally reinvest proceeds from Realized Investments; provided, however, that if the Partnership disposes of its interest in a Portfolio Company, in each case within 13 months of making such financing or investment, then the Partnership may reinvest the recovered cost basis of such investment, either (i) by retaining the proceeds (provided that any such retained proceeds are reinvested by the Partnership no more than ninety (90) days following the date such proceeds are received by the Partnership or else promptly following the end of such ninety (90) day period, such proceeds shall be distributed to the Partners pursuant to the following Section 6.04(ii)) or (ii) by distributing such proceeds to the Partners, increasing each Partner’s unfunded Commitment by such cost basis, and having such amount available for future recall. Similarly, Capital Commitments funded in connection with transactions that are not consummated may be distributed to the Partners, there is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description (b) Each Limited Partner will pay as its initial Capital Contribution to the Partnership, an amount determined by the General Partner (not to exceed such Limited Partner's Commitment), upon written notice of the amount and due date of the initial Capital Contribution. (c) After the date of the initial Capital Contribution, the Limited Partners will pay the remaining balance of their Capital Commitments in such amounts and at such times as will be determined by the General Partner in its sole discretion. The General Partner will give the Limited Partners notice before each such additional Capital Contribution is due. Each such notice will be given not less than ten (10) days before the payment to which such notice relates is due, and will specify the date on which the additional Capital Contribution will be due and the percentage or amount of the Limited Partners’ Capital Commitments then due. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Capital Contributions from description (b) Each Limited Partner will pay as its initial Capital Contribution to the Partnership, an amount determined by the General Partner (not to exceed such Limited Partner's Commitment), upon written notice of the amount and due date of the initial Capital Contribution. (c) After the date of the initial Capital Contribution, the Limited Partners will pay the remaining balance of their Capital Commitments in such amounts and at such times as will be determined by the General Partner in its sole discretion. The General Partner will give the Limited Partners notice before each such additional Capital Contribution is due. Each such notice will be given not less than ten (10) days before the payment to which such notice relates is due, and will specify the date on which the additional Capital Contribution will be due and the percentage or amount of the Limited Partners’ Capital Commitments then due. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions/Tax Distributions from description (a) First, if the General Partner, in its sole discretion, elects to make a distribution for payment of tax liability to the Partners pursuant to Section 6.01(b) (such payment, the “Maximum Tax Liability”), the Partnership will distribute to each Partner from cash available no later than ninety (90) days after the close of each fiscal year, determined in the discretion of the General Partner, an amount determined on a Partner-by-Partner basis that is equal to a percentage of such Partner’s share of the Net Profits allocated to such Partner for such fiscal year. Such percentage shall be determined by the General Partner in its absolute discretion based upon an estimate of the highest marginal Federal income tax rates for corporations or individuals, whichever is higher, applicable to ordinary income and capital gain income and the proportions of such types of income earned by the Partnership during such fiscal year, plus the highest marginal Ohio income tax rates for corporations or is Foundational, Manual, 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/Tax Distributions from description (a) First, if the General Partner, in its sole discretion, elects to make a distribution for payment of tax liability to the Partners pursuant to Section 6.01(b) (such payment, the “Maximum Tax Liability”), the Partnership will distribute to each Partner from cash available no later than ninety (90) days after the close of each fiscal year, determined in the discretion of the General Partner, an amount determined on a Partner-by-Partner basis that is equal to a percentage of such Partner’s share of the Net Profits allocated to such Partner for such fiscal year. Such percentage shall be determined by the General Partner in its absolute discretion based upon an estimate of the highest marginal Federal income tax rates for corporations or individuals, whichever is higher, applicable to ordinary income and capital gain income and the proportions of such types of income earned by the Partnership during such fiscal year, plus the highest marginal Ohio income tax rates for corporations or is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Borrowing from description Borrowing is permitted so long as it: (i) does not create or involve any obligation on the part of any Limited Partner other than the obligation to make Capital Contributions pursuant to the Commitment of such Limited Partner, and (ii) is in connection with a borrowing by the Partnership to secure, improve, manage or operate a Portfolio Company, provided such borrowing does not exceed eighty percent (80%) of the loan-to-value ratio of the Partnership is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Borrowing from description Borrowing is permitted so long as it: (i) does not create or involve any obligation on the part of any Limited Partner other than the obligation to make Capital Contributions pursuant to the Commitment of such Limited Partner, and (ii) is in connection with a borrowing by the Partnership to secure, improve, manage or operate a Portfolio Company, provided such borrowing does not exceed eighty percent (80%) of the loan-to-value ratio of the Partnership is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Closings from description (d) Each Additional Limited Partner shall contribute to the Partnership (i) its pro rata share of all previously funded Capital Commitments (unless there has been an extraordinary event relating to an existing Portfolio Company that would justify a change in valuation or the exclusion of Additional Limited Partners from such investment, at the sole discretion of the General Partner), other than the portion drawn to pay the Management Fees, less its pro rata share of all distributions made to return Capital Contributions (if any) to Limited Partners admitted in prior closings, plus (ii) an equalizing adjustment on the net amount in clause (i) at a rate of ten percent (10.0%) per annum from the date(s) of the relevant previously funded Capital Commitments. The amounts so contributed will be, at the discretion of the General Partner, (i) distributed to the previously-admitted Limited Partners, and the available undrawn Commitment of each previously-admitted Limited Partner will be increa is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Closings from description (d) Each Additional Limited Partner shall contribute to the Partnership (i) its pro rata share of all previously funded Capital Commitments (unless there has been an extraordinary event relating to an existing Portfolio Company that would justify a change in valuation or the exclusion of Additional Limited Partners from such investment, at the sole discretion of the General Partner), other than the portion drawn to pay the Management Fees, less its pro rata share of all distributions made to return Capital Contributions (if any) to Limited Partners admitted in prior closings, plus (ii) an equalizing adjustment on the net amount in clause (i) at a rate of ten percent (10.0%) per annum from the date(s) of the relevant previously funded Capital Commitments. The amounts so contributed will be, at the discretion of the General Partner, (i) distributed to the previously-admitted Limited Partners, and the available undrawn Commitment of each previously-admitted Limited Partner will be increa is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term In-Kind Distributions from description (a) The Partnership at any time may distribute Noncash Assets in kind provided that if such Noncash Assets are realty or personalty, the Partnership shall have first used commercially reasonable efforts to dispose of such Noncash Assets prior to any distribution in kind. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term In-Kind Distributions from description (a) The Partnership at any time may distribute Noncash Assets in kind provided that if such Noncash Assets are realty or personalty, the Partnership shall have first used commercially reasonable efforts to dispose of such Noncash Assets prior to any distribution in kind. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Organizational Expenses from description (e) The Partnership shall pay all Organizational Expenses, not to exceed 1.00% of all Capital Commitments. Organization Expenses will be amortized over the first 12 months of the Partnership’s operations. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Organizational Expenses from description (e) The Partnership shall pay all Organizational Expenses, not to exceed 1.00% of all Capital Commitments. Organization Expenses will be amortized over the first 12 months of the Partnership’s operations. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Audit from description The financial statements of the Partnership must be prepared in accordance with U.S. Generally Accepted Accounting Principles as of the end of each fiscal year. The financial statements shall be audited and certified by a firm of independent certified public accountants selected by the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Audit from description The financial statements of the Partnership must be prepared in accordance with U.S. Generally Accepted Accounting Principles as of the end of each fiscal year. The financial statements shall be audited and certified by a firm of independent certified public accountants selected by the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Establishment of Capital Accounts (5.01) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Establishment of Capital Accounts (5.01) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Time of Adjustment of Capital Accounts (5.02) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Time of Adjustment of Capital Accounts (5.02) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Adjustments (5.03) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Adjustments (5.03) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Regulatory Allocations (5.04) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Regulatory Allocations (5.04) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Authority of General Partner to Vary Allocations (5.05) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Authority of General Partner to Vary Allocations (5.05) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Tax Matters (5.06) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Tax Matters (5.06) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Withholding (5.07) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Withholding (5.07) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Apportionment of Net Profits and Net Losses (6.05) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Apportionment of Net Profits and Net Losses (6.05) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term FATCA (6.07) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term FATCA (6.07) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description (b) Financial Statements. The General Partner shall cause an annual report of the operations of the Partnership to be prepared within ninety (90) days following the end of the fiscal year (subject to reasonable delays in the event of late receipt of any necessary information from Portfolio Companies) and transmitted to the Limited Partners. Said annual report shall include a balance sheet as of the end of the fiscal year and an income statement for the fiscal year, and a statement showing the amounts allocated to such Partner pursuant to this Agreement during or in respect of such year, and any item of income, deduction, credit or loss allocated to such Partner for purposes of the Code pursuant to this Agreement. The financial statements may be audited by a firm of independent public accountants selected by the General Partner. (c) Income Tax Information. The General Partner shall provide each Partner within ninety (90) days after the end of each fiscal year (i) the is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Reports from description (b) Financial Statements. The General Partner shall cause an annual report of the operations of the Partnership to be prepared within ninety (90) days following the end of the fiscal year (subject to reasonable delays in the event of late receipt of any necessary information from Portfolio Companies) and transmitted to the Limited Partners. Said annual report shall include a balance sheet as of the end of the fiscal year and an income statement for the fiscal year, and a statement showing the amounts allocated to such Partner pursuant to this Agreement during or in respect of such year, and any item of income, deduction, credit or loss allocated to such Partner for purposes of the Code pursuant to this Agreement. The financial statements may be audited by a firm of independent public accountants selected by the General Partner. (c) Income Tax Information. The General Partner shall provide each Partner within ninety (90) days after the end of each fiscal year (i) the is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Valuation from description (a) The Partnership will adopt written fair valuation policies and procedures for determining the value of its Assets. Assets held by the Partnership will be valued by the General Partner or the Investment Adviser in a manner consistent with the Partnership’s written fair valuation policies and procedures and based upon information received from the Portfolio Companies. (b) Assets held by the Partnership will be valued at such times as determined by the General Partner, provided that such Assets shall be valued no less frequently than each calendar year. Assets distributed in kind will be valued as of the date distributed. (c) In determining the value of the interest of any Partner in the Partnership, or in any accounting among the Limited Partners or any of them, no value shall be placed on the goodwill or name of the Partnership. No tax reserves shall be set up for unrealized gains or profits unless the tax obligations of the Partnership are established by l is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Valuation from description (a) The Partnership will adopt written fair valuation policies and procedures for determining the value of its Assets. Assets held by the Partnership will be valued by the General Partner or the Investment Adviser in a manner consistent with the Partnership’s written fair valuation policies and procedures and based upon information received from the Portfolio Companies. (b) Assets held by the Partnership will be valued at such times as determined by the General Partner, provided that such Assets shall be valued no less frequently than each calendar year. Assets distributed in kind will be valued as of the date distributed. (c) In determining the value of the interest of any Partner in the Partnership, or in any accounting among the Limited Partners or any of them, no value shall be placed on the goodwill or name of the Partnership. No tax reserves shall be set up for unrealized gains or profits unless the tax obligations of the Partnership are established by l is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

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

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

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

###Human: Determine if the accounting term GP Commitment from description At least 5% of aggregate Capital Commitments. Notwithstanding Section 2.2(a), at such time as the General Partner delivers any Capital Call, the required capital contributions with respect to the Sponsor Commitment shall be reduced by the lesser of (i) the amount of capital contributions otherwise required to be made by the General Partner pursuant to Section 2.2(a) and (ii) the amount of any existing Unapplied Waived Fee Amounts, and such amount shall instead be funded by the Limited Partners in proportion to their respective Capital Commitments (for any Partner, a “Waiver Contribution”); provided that the General Partner may make a Waived Fee Election and cease to increase the Unapplied Waived Fee Amount. If the Sponsor Commitment increases after the Initial Closing, the General Partner shall, within 10 business days after such increase, make a capital contribution sufficient to cause its Capital Contribution to be at least equal to the capital contributions that would have been req is Foundational, Manual, or Non-Foundational and add a comment 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 At least 5% of aggregate Capital Commitments. Notwithstanding Section 2.2(a), at such time as the General Partner delivers any Capital Call, the required capital contributions with respect to the Sponsor Commitment shall be reduced by the lesser of (i) the amount of capital contributions otherwise required to be made by the General Partner pursuant to Section 2.2(a) and (ii) the amount of any existing Unapplied Waived Fee Amounts, and such amount shall instead be funded by the Limited Partners in proportion to their respective Capital Commitments (for any Partner, a “Waiver Contribution”); provided that the General Partner may make a Waived Fee Election and cease to increase the Unapplied Waived Fee Amount. If the Sponsor Commitment increases after the Initial Closing, the General Partner shall, within 10 business days after such increase, make a capital contribution sufficient to cause its Capital Contribution to be at least equal to the capital contributions that would have been req is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee from description 2%/year of capital commitments for 10 years is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Management Fee from description 2%/year of capital commitments for 10 years is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Investment Period from description the earlier of (a) the Close of Business at the third anniversary of the date of the Initial Closing; (b) the date on which the General Partner terminates the Investment Period by written notice to the Limited Partners; and (c) the date on which the Investment Period otherwise expires or terminates in accordance with the Agreement is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Investment Period from description the earlier of (a) the Close of Business at the third anniversary of the date of the Initial Closing; (b) the date on which the General Partner terminates the Investment Period by written notice to the Limited Partners; and (c) the date on which the Investment Period otherwise expires or terminates in accordance with the Agreement is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Term from description 10 years; GP may unilaterally extend for up to two consecutive 1-year periods; then 1-year extensions only with LP consent is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Term from description 10 years; GP may unilaterally extend for up to two consecutive 1-year periods; then 1-year extensions only with LP consent is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description Standard mechanics here. 34% of an LP's commitment shall be contribured upon addmitance to the Fund is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Capital Contributions from description Standard mechanics here. 34% of an LP's commitment shall be contribured upon addmitance to the Fund is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions - Return of Unused Capital - 2.9 from description Return of Capital Contribution. If within 90 days after the due date of a Capital Call, the General Partner determines, in its sole discretion, that capital contributed pursuant to the applicable Capital Call (or portion thereof) will not be used as intended when called, the General Partner shall cause the Partnership to return capital contributions made in respect of such Capital Call (or portion thereof); provided that, the General Partner will not receive a return of any contribution deemed made by it in respect of a Waiver Contribution pursuant to the foregoing and will not be required to contribute additional capital to the Partnership when amounts returned to the Limited Partners pursuant to the foregoing are subsequently contributed to the Partnership by the Limited Partners. To the extent that capital contributions are returned pursuant to this Section 2.9, such returned contributions shall not be included in a Partner’s Capital Contribution or be treated as a credit against it is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Capital Contributions - Return of Unused Capital - 2.9 from description Return of Capital Contribution. If within 90 days after the due date of a Capital Call, the General Partner determines, in its sole discretion, that capital contributed pursuant to the applicable Capital Call (or portion thereof) will not be used as intended when called, the General Partner shall cause the Partnership to return capital contributions made in respect of such Capital Call (or portion thereof); provided that, the General Partner will not receive a return of any contribution deemed made by it in respect of a Waiver Contribution pursuant to the foregoing and will not be required to contribute additional capital to the Partnership when amounts returned to the Limited Partners pursuant to the foregoing are subsequently contributed to the Partnership by the Limited Partners. To the extent that capital contributions are returned pursuant to this Section 2.9, such returned contributions shall not be included in a Partner’s Capital Contribution or be treated as a credit against it is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Distributions - Discretionary from description (ii) On a separate basis for each Limited Partner, any other amounts apportioned pursuant to the Preliminary Apportionment to such Limited Partner shall be distributed as follows: (A) First, 100% to such Limited Partner until such Limited Partner has received distributions in cash and/or in-kind Securities pursuant to this Section 4.1(b)(ii)(A), in the aggregate over the Term of the Partnership, at least equal to its Capital Contribution. (B) Next, (x) 80% to such Limited Partner, and (y) 20% to the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Distributions - Discretionary from description (ii) On a separate basis for each Limited Partner, any other amounts apportioned pursuant to the Preliminary Apportionment to such Limited Partner shall be distributed as follows: (A) First, 100% to such Limited Partner until such Limited Partner has received distributions in cash and/or in-kind Securities pursuant to this Section 4.1(b)(ii)(A), in the aggregate over the Term of the Partnership, at least equal to its Capital Contribution. (B) Next, (x) 80% to such Limited Partner, and (y) 20% to the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions - Tax (4.1(a)(i), (ii)) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Distributions - Tax (4.1(a)(i), (ii)) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Borrowing from description 5.4(a)(v) - Incur indebtedness for borrowed money in excess of 15% of the aggregate Capital Commitments of the Partners (measured at the time such indebtedness is incurred). Solely for purposes of the preceding sentence, the amount of any third-party indebtedness guaranteed by the Partnership (including, for the avoidance of doubt, credit support to a Portfolio Investment or any vehicle formed to effect the acquisition thereof) shall be treated as indebtedness for borrowed money of the Partnership. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Borrowing from description 5.4(a)(v) - Incur indebtedness for borrowed money in excess of 15% of the aggregate Capital Commitments of the Partners (measured at the time such indebtedness is incurred). Solely for purposes of the preceding sentence, the amount of any third-party indebtedness guaranteed by the Partnership (including, for the avoidance of doubt, credit support to a Portfolio Investment or any vehicle formed to effect the acquisition thereof) shall be treated as indebtedness for borrowed money of the Partnership. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Closings from description 12 months between Initial Closing and Final Closing. Each LP must contribute 34% of their commitment at their closing. The General Partner intends to deliver three Capital Calls in six month intervals in installments of approximately 34%, 33% and 33% of Capital Commitments in the first, second and third Capital Calls, respectively. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Closings from description 12 months between Initial Closing and Final Closing. Each LP must contribute 34% of their commitment at their closing. The General Partner intends to deliver three Capital Calls in six month intervals in installments of approximately 34%, 33% and 33% of Capital Commitments in the first, second and third Capital Calls, respectively. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Late Admissions (2.2(c)) from description The LPA has an interest charge for late admissions. See 2.2(c). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Late Admissions (2.2(c)) from description The LPA has an interest charge for late admissions. See 2.2(c). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Exclusion (2.2(f)) from description The LPA has an exclusion provision. See 2.2(f). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Exclusion (2.2(f)) from description The LPA has an exclusion provision. See 2.2(f). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term In-Kind Distributions from description 4.4 - Permitted; provided that LPs may notify the GP and request that such in-kind assets be delivered to an escrow account established by the GP for the beneift of such requesting LP. Requesting LP pays for the escrow prcoess. GP uses reasonable efforts to sell assets. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term In-Kind Distributions from description 4.4 - Permitted; provided that LPs may notify the GP and request that such in-kind assets be delivered to an escrow account established by the GP for the beneift of such requesting LP. Requesting LP pays for the escrow prcoess. GP uses reasonable efforts to sell assets. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term General Partner Clawback from description If after giving effect to all contributions, distributions and allocations as of the completion of winding up of the Partnership (the “Determination Date”), the General Partner has received Carried Interest Distributions in respect of any Limited Partner as of the applicable Determination Date in excess of 20% of (1) the sum of (x) the aggregate amount distributed to such Limited Partner pursuant to Sections 4.1(a) and 4.1(b)(i), and (y) the aggregate amount of Carried Interest Distributions distributed to the General Partner with respect to such Limited Partner over (2) the Capital Contribution of such Limited Partner, then the General Partner will contribute to the Partnership, and the Partnership will, subject to the Act, distribute to such Limited Partner, an amount out of the amounts received by the General Partner as Carried Interest Distributions equal to 100% of such excess. Contributions pursuant to this Section 7.3 will not be treated as capital contributions for purposes of is 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 If after giving effect to all contributions, distributions and allocations as of the completion of winding up of the Partnership (the “Determination Date”), the General Partner has received Carried Interest Distributions in respect of any Limited Partner as of the applicable Determination Date in excess of 20% of (1) the sum of (x) the aggregate amount distributed to such Limited Partner pursuant to Sections 4.1(a) and 4.1(b)(i), and (y) the aggregate amount of Carried Interest Distributions distributed to the General Partner with respect to such Limited Partner over (2) the Capital Contribution of such Limited Partner, then the General Partner will contribute to the Partnership, and the Partnership will, subject to the Act, distribute to such Limited Partner, an amount out of the amounts received by the General Partner as Carried Interest Distributions equal to 100% of such excess. Contributions pursuant to this Section 7.3 will not be treated as capital contributions for purposes of is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term LP Clawback - 4.5(b) from description The LPA has an LP clawback provision. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term LP Clawback - 4.5(b) from description The LPA has an LP clawback provision. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Fund Expenses from description Standard fund expenses is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

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

###Human: Determine if the accounting term Audit from description As promptly as is reasonably possible after the close of each Fiscal Year (other than a short initial Fiscal Year of the Partnership), the General Partner shall cause an audit of the financial statements of the Partnership for such year to be made in accordance with GAAP and a corresponding report to be prepared in accordance with GAAP (but taking into account the Fair Market Value of Partnership assets), in each case by a firm of certified public accountants of regional, national, or international standing. Within 180 days after the close of such Fiscal Year or as soon as practicable thereafter (subject to reasonable delays in the event of the late receipt of any necessary financial statements from any Portfolio Investment), the General Partner shall provide to each Partner a copy of such report is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Audit from description As promptly as is reasonably possible after the close of each Fiscal Year (other than a short initial Fiscal Year of the Partnership), the General Partner shall cause an audit of the financial statements of the Partnership for such year to be made in accordance with GAAP and a corresponding report to be prepared in accordance with GAAP (but taking into account the Fair Market Value of Partnership assets), in each case by a firm of certified public accountants of regional, national, or international standing. Within 180 days after the close of such Fiscal Year or as soon as practicable thereafter (subject to reasonable delays in the event of the late receipt of any necessary financial statements from any Portfolio Investment), the General Partner shall provide to each Partner a copy of such report is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Allocations - 3.1 from description (a) Allocation of Partnership Profit and Loss. Except as otherwise provided in this Agreement, Profits, Losses and, to the extent necessary, individual items of income, gain, loss or deduction of the Partnership for each Fiscal Year or Interim Period will be allocated among the Partners in a manner such that the adjusted Capital Account of each such Partner, immediately after making such allocation and after taking into account amounts specially allocated pursuant to this Section 3, shall be equal to the excess (which may be negative) of: (i) The amount that would be distributed to such Partner if (A) the Partnership were dissolved, its affairs wound up, its assets sold for cash equal to their Book Values at the end of such Fiscal Year or Interim Period, (B) all Partnership liabilities were satisfied in cash according to their terms (limited, with respect to each nonrecourse liability, to the Book Value of the assets securing such liability), and (C) the net proceeds thereof (after sa is Foundational, Manual, or Non-Foundational and add a comment 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 - 3.1 from description (a) Allocation of Partnership Profit and Loss. Except as otherwise provided in this Agreement, Profits, Losses and, to the extent necessary, individual items of income, gain, loss or deduction of the Partnership for each Fiscal Year or Interim Period will be allocated among the Partners in a manner such that the adjusted Capital Account of each such Partner, immediately after making such allocation and after taking into account amounts specially allocated pursuant to this Section 3, shall be equal to the excess (which may be negative) of: (i) The amount that would be distributed to such Partner if (A) the Partnership were dissolved, its affairs wound up, its assets sold for cash equal to their Book Values at the end of such Fiscal Year or Interim Period, (B) all Partnership liabilities were satisfied in cash according to their terms (limited, with respect to each nonrecourse liability, to the Book Value of the assets securing such liability), and (C) the net proceeds thereof (after sa is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Withholding - 3.3 from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Withholding - 3.3 from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reports - 5.9 from description Annual Reports. As promptly as is reasonably possible after the close of each Fiscal Year (other than a short initial Fiscal Year of the Partnership), the General Partner shall cause an audit of the financial statements of the Partnership for such year to be made in accordance with GAAP and a corresponding report to be prepared in accordance with GAAP (but taking into account the Fair Market Value of Partnership assets), in each case by a firm of certified public accountants of regional, national, or international standing. Within 180 days after the close of such Fiscal Year or as soon as practicable thereafter (subject to reasonable delays in the event of the late receipt of any necessary financial statements from any Portfolio Investment), the General Partner shall provide to each Partner a copy of such report. Quarterly Reports. As promptly as is reasonably possible, but in any event within 45 days (though subject to reasonable delays in the event of the late receipt of any necessa is Foundational, Manual, or Non-Foundational and add a comment 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 - 5.9 from description Annual Reports. As promptly as is reasonably possible after the close of each Fiscal Year (other than a short initial Fiscal Year of the Partnership), the General Partner shall cause an audit of the financial statements of the Partnership for such year to be made in accordance with GAAP and a corresponding report to be prepared in accordance with GAAP (but taking into account the Fair Market Value of Partnership assets), in each case by a firm of certified public accountants of regional, national, or international standing. Within 180 days after the close of such Fiscal Year or as soon as practicable thereafter (subject to reasonable delays in the event of the late receipt of any necessary financial statements from any Portfolio Investment), the General Partner shall provide to each Partner a copy of such report. Quarterly Reports. As promptly as is reasonably possible, but in any event within 45 days (though subject to reasonable delays in the event of the late receipt of any necessa is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Valuation - 5.10 from description Valuation Standards. Except as otherwise provided in this Agreement, in determining the value of Partnership assets or a Partner’s interest in the Partnership, or in any accounting among any or all of the Partners, no value shall be placed on the Partnership’s goodwill, name, records, files, or statistical data or on similar assets not normally reflected in the Partnership’s accounting records, but there shall be taken into consideration any items of income earned but not yet received, expenses incurred but not yet paid, liabilities fixed or contingent, and prepaid expenses to the extent not otherwise reflected in the books of account as well as the Fair Market Value of options or commitments to purchase or sell Securities pursuant to agreements entered into on or prior to the valuation date. In determining the value of Partnership assets, the General Partner may, but shall not be required to, take into consideration valuations, appraisals and similar assessments made or undertaken by is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Valuation - 5.10 from description Valuation Standards. Except as otherwise provided in this Agreement, in determining the value of Partnership assets or a Partner’s interest in the Partnership, or in any accounting among any or all of the Partners, no value shall be placed on the Partnership’s goodwill, name, records, files, or statistical data or on similar assets not normally reflected in the Partnership’s accounting records, but there shall be taken into consideration any items of income earned but not yet received, expenses incurred but not yet paid, liabilities fixed or contingent, and prepaid expenses to the extent not otherwise reflected in the books of account as well as the Fair Market Value of options or commitments to purchase or sell Securities pursuant to agreements entered into on or prior to the valuation date. In determining the value of Partnership assets, the General Partner may, but shall not be required to, take into consideration valuations, appraisals and similar assessments made or undertaken by is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Exhibit A - Fund Services from description Exhibit A lists the services AL will be providing. Just want to specifically point this out to make sure we are good to go on all of these. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Exhibit A - Fund Services from description Exhibit A lists the services AL will be providing. Just want to specifically point this out to make sure we are good to go on all of these. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

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

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

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

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

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

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

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

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

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

###Human: Determine if the accounting term Fund Expenses from description AngelList will be responsible for any expenses it incurs over the life of the Fund performing the Fund Services described herein, and for any statements that it makes with respect to the Fund that are not either requested by or otherwise expressly approved by Manager. Notwithstanding the foregoing, the Member hereby agrees to reimburse AngelList for any expenses incurred in connection with the audit of the Fund out of the Fund’s capital. As part of this reimbursement, the Member shall make an annual Capital Contribution to the Fund in the amount of $38,000 within 10 business days of the first day of the Fund’s fiscal year which will be made available to be paid to AngelList as part of the reimbursement. If expenses incurred for such audit exceed that amount, the Member shall make further capital contributions to cover such additional expenses. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Fund Expenses from description AngelList will be responsible for any expenses it incurs over the life of the Fund performing the Fund Services described herein, and for any statements that it makes with respect to the Fund that are not either requested by or otherwise expressly approved by Manager. Notwithstanding the foregoing, the Member hereby agrees to reimburse AngelList for any expenses incurred in connection with the audit of the Fund out of the Fund’s capital. As part of this reimbursement, the Member shall make an annual Capital Contribution to the Fund in the amount of $38,000 within 10 business days of the first day of the Fund’s fiscal year which will be made available to be paid to AngelList as part of the reimbursement. If expenses incurred for such audit exceed that amount, the Member shall make further capital contributions to cover such additional expenses. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

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

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

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

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

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

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

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

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

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

###Human: Determine if the accounting term K-1 Timing from description The Fund shall use commercially reasonable efforts to prepare and send (or cause to be prepared and sent) to the Member, within ninety (90) days following the end of each Fiscal Year, the Member’s final Schedule K-1 for such Fiscal Year and, prior to that date and upon request by the Member, such estimated information with respect to the Member’s Schedule K-1 for such fiscal year as may be available during such time frame. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term K-1 Timing from description The Fund shall use commercially reasonable efforts to prepare and send (or cause to be prepared and sent) to the Member, within ninety (90) days following the end of each Fiscal Year, the Member’s final Schedule K-1 for such Fiscal Year and, prior to that date and upon request by the Member, such estimated information with respect to the Member’s Schedule K-1 for such fiscal year as may be available during such time frame. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description AngelList shall use commercially reasonable efforts to prepare and send (or cause to be prepared and sent) to the Member: (a) within forty five (45) days of the last day of each of the first three fiscal quarters of each fiscal year, unaudited summary financial statements of the Fund for such fiscal quarter; and (c) within ninety (90) days after the last day of each fiscal year, the audited financial statements of the Fund, prepared in accordance with United States generally accepted accounting principles and audited and certified by independent public accountants of nationally recognized standing. AngelList shall, upon the request of the Member, furnish to the Member such information that the Member may reasonably require or request to (i) satisfy its legal obligation(s) to prepare tax returns or other reports to taxing authorities or to make payments of withholdings to any taxing authority, or (ii) comply with any reporting obligations to its partners or to regulatory authorities is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Reports from description AngelList shall use commercially reasonable efforts to prepare and send (or cause to be prepared and sent) to the Member: (a) within forty five (45) days of the last day of each of the first three fiscal quarters of each fiscal year, unaudited summary financial statements of the Fund for such fiscal quarter; and (c) within ninety (90) days after the last day of each fiscal year, the audited financial statements of the Fund, prepared in accordance with United States generally accepted accounting principles and audited and certified by independent public accountants of nationally recognized standing. AngelList shall, upon the request of the Member, furnish to the Member such information that the Member may reasonably require or request to (i) satisfy its legal obligation(s) to prepare tax returns or other reports to taxing authorities or to make payments of withholdings to any taxing authority, or (ii) comply with any reporting obligations to its partners or to regulatory authorities is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: [Yes] / [No] Reviewer instructions: If above response is "No", leave a comment in the "Reviewer Comments" column that (i) states that we must suggest adding the following language to the Fund's fund expenses provision in order for the fund to accept AL capital: "syndication, private placement fee, or finder’s fees associated with the issuance of interests in the [Partnership // Fund]" and (ii) suggests that the customer consult with their counsel to consider adding a related disclosure to the fund's PPM or Subscription Agreement, as applicable. Is the management fee offset by any such placement fees: [Yes] / [No] Reviewer Instructions: If above response is "Yes", we must request that the provision be changed in order for the fund to accept AL capital. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: [Yes] / [No] Reviewer instructions: If above response is "No", leave a comment in the "Reviewer Comments" column that (i) states that we must suggest adding the following language to the Fund's fund expenses provision in order for the fund to accept AL capital: "syndication, private placement fee, or finder’s fees associated with the issuance of interests in the [Partnership // Fund]" and (ii) suggests that the customer consult with their counsel to consider adding a related disclosure to the fund's PPM or Subscription Agreement, as applicable. Is the management fee offset by any such placement fees: [Yes] / [No] Reviewer Instructions: If above response is "Yes", we must request that the provision be changed in order for the fund to accept AL capital. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

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

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

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

###Human: Determine if the accounting term GP Commitment from description Unclear if the Manager is required to put capital in is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term GP Commitment from description Unclear if the Manager is required to put capital in is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

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

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

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

###Human: Determine if the accounting term Investment Period from description No Investment Period; looks to be an SPV is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

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

###Human: Determine if the accounting term Term from description 10 years + unlimited successive 1yr periods in manager's discretion is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Term from description 10 years + unlimited successive 1yr periods in manager's discretion is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description 4.6 - Upon admission, members contribute their entire amount is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Capital Contributions from description 4.6 - Upon admission, members contribute their entire amount is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions Waterfall from description 7.1 No carry; distributions returns to members pro rata The Fund shall first use available assets to repay outstanding debts and obligations, if any, of the Fund. Then, subject to paragraph 7.4, the Fund shall make Distributions, at such times and intervals as the Manager shall determine (subject to reasonable reserves established by the Manager for Fund expenses and liabilities) but, in no event, earlier than the expiration of the Lock-Up Period in respect of Portfolio Fund Securities to be distributed. Amounts shall be distributed to the Members (or their assignees, to the extent provided in paragraph 8.6) pro rata in accordance with their respective Interests. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Distributions Waterfall from description 7.1 No carry; distributions returns to members pro rata The Fund shall first use available assets to repay outstanding debts and obligations, if any, of the Fund. Then, subject to paragraph 7.4, the Fund shall make Distributions, at such times and intervals as the Manager shall determine (subject to reasonable reserves established by the Manager for Fund expenses and liabilities) but, in no event, earlier than the expiration of the Lock-Up Period in respect of Portfolio Fund Securities to be distributed. Amounts shall be distributed to the Members (or their assignees, to the extent provided in paragraph 8.6) pro rata in accordance with their respective Interests. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

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

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

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

###Human: Determine if the accounting term In-Kind Distributions from description 7.1(b) -- Non-Cash Distributions. Whenever a Distribution provided for in this paragraph 7.1 hereof shall be payable in property other than cash, the value of such Distribution shall be deemed to be the Fair Market Value of such property as determined in good faith by the Manager. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term In-Kind Distributions from description 7.1(b) -- Non-Cash Distributions. Whenever a Distribution provided for in this paragraph 7.1 hereof shall be payable in property other than cash, the value of such Distribution shall be deemed to be the Fair Market Value of such property as determined in good faith by the Manager. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term General Partner Clawback from description Technically no carry for the SPV, so no Manager give-back. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term General Partner Clawback from description Technically no carry for the SPV, so no Manager give-back. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term LP Clawback from description 7.1(c) -- Return of Distributions. Any Member receiving a Distribution in violation of the terms of this Agreement shall return such Distribution (or cash equal to the net fair value of any property so distributed, determined as of the date of Distribution) promptly following the Member’s receipt of a request therefor from the Manager or from any other Member. No third party shall be entitled to rely on the obligations to return Distributions set forth herein or to demand that the Fund or any Member make any request for any such return. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term LP Clawback from description 7.1(c) -- Return of Distributions. Any Member receiving a Distribution in violation of the terms of this Agreement shall return such Distribution (or cash equal to the net fair value of any property so distributed, determined as of the date of Distribution) promptly following the Member’s receipt of a request therefor from the Manager or from any other Member. No third party shall be entitled to rely on the obligations to return Distributions set forth herein or to demand that the Fund or any Member make any request for any such return. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Fund Expenses from description 4.8 -- Except as otherwise expressly provided herein, the Fund shall bear all organizational and offering expenses of the Fund and other expenses attributable to the activities of the Fund: (A) including, but not limited to (i) attorneys’ and accountants’ fees and disbursements on behalf of the Fund (ii) insurance, regulatory or litigation expenses (and damages); (iii) expenses incurred in connection with the winding up or liquidation of the Fund (other than liquidation expenses permissible under Article X); (iv) expenses incurred in connection with any amendments to the constituent documents of the Fund and related entities, including the Manager; and (v) expenses incurred in connection with Distributions to the Members and in connection with any meetings of Members called by the Manager, and (B) excluding any salary and other payments to employees or officers of the Manager. The Fund shall reimburse the Manager for the cost and expenses of preparing K-1s for the Members and tax retur is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Fund Expenses from description 4.8 -- Except as otherwise expressly provided herein, the Fund shall bear all organizational and offering expenses of the Fund and other expenses attributable to the activities of the Fund: (A) including, but not limited to (i) attorneys’ and accountants’ fees and disbursements on behalf of the Fund (ii) insurance, regulatory or litigation expenses (and damages); (iii) expenses incurred in connection with the winding up or liquidation of the Fund (other than liquidation expenses permissible under Article X); (iv) expenses incurred in connection with any amendments to the constituent documents of the Fund and related entities, including the Manager; and (v) expenses incurred in connection with Distributions to the Members and in connection with any meetings of Members called by the Manager, and (B) excluding any salary and other payments to employees or officers of the Manager. The Fund shall reimburse the Manager for the cost and expenses of preparing K-1s for the Members and tax retur is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

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

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

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

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

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

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

###Human: Determine if the accounting term Tax Sections from description 6.1 - Allocation of Net Income and Net Loss 6.2 - Allocation Rules 6.3 - Tax Allocations / Special Allocations 6.6 Allocations in Year of Liquidation Event 7.4 - Amounts Withheld is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Tax Sections from description 6.1 - Allocation of Net Income and Net Loss 6.2 - Allocation Rules 6.3 - Tax Allocations / Special Allocations 6.6 Allocations in Year of Liquidation Event 7.4 - Amounts Withheld is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term K-1 Timing from description 9.2 - 90 days is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term K-1 Timing from description 9.2 - 90 days is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description 9.1 - No standard reports being provided to Members, but as requested by a Member, a Member can see: (a) true and full information regarding the status of the business and financial condition of the Fund; (b) promptly after becoming available, a copy of the Fund’s federal, state and local income tax returns, if any, for each Fiscal Year; (c) a current list of the full name and last known business, residence or mailing address of such Member and each Manager; (d) a copy of this Agreement and all amendments thereto, together with executed copies of (i) any powers of attorney and (ii) any other document pursuant to which this Agreement or any amendments thereto have been executed or have been deemed to be executed; and (e) true and full information regarding the amount of cash contributed by such Member and the date on which such Member became a Member. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Reports from description 9.1 - No standard reports being provided to Members, but as requested by a Member, a Member can see: (a) true and full information regarding the status of the business and financial condition of the Fund; (b) promptly after becoming available, a copy of the Fund’s federal, state and local income tax returns, if any, for each Fiscal Year; (c) a current list of the full name and last known business, residence or mailing address of such Member and each Manager; (d) a copy of this Agreement and all amendments thereto, together with executed copies of (i) any powers of attorney and (ii) any other document pursuant to which this Agreement or any amendments thereto have been executed or have been deemed to be executed; and (e) true and full information regarding the amount of cash contributed by such Member and the date on which such Member became a Member. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Valuation from description 10.5 - Any non-cash asset distributed to one or more Members shall first be valued by the Manager at its Fair Market Value to determine the Net Income, Loss and special allocations that would have resulted if that asset had been sold for that value, which amounts shall be allocated pursuant to Article VI, and the Members’ Capital Accounts shall be adjusted to reflect those allocations. The amount distributed and charged to the Capital Account of each Member receiving an interest in the distributed asset shall be the Fair Market Value of such interest as determined in good faith by the Manager (net of any liability secured by the asset that the Member assumes or takes subject to). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Valuation from description 10.5 - Any non-cash asset distributed to one or more Members shall first be valued by the Manager at its Fair Market Value to determine the Net Income, Loss and special allocations that would have resulted if that asset had been sold for that value, which amounts shall be allocated pursuant to Article VI, and the Members’ Capital Accounts shall be adjusted to reflect those allocations. The amount distributed and charged to the Capital Account of each Member receiving an interest in the distributed asset shall be the Fair Market Value of such interest as determined in good faith by the Manager (net of any liability secured by the asset that the Member assumes or takes subject to). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}