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angellist

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cupcakeLPAParsingTest

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###Human: Determine if the accounting term Defaulting LPs from description 4.8 ---> ".... If all or any portion of the capital that is due from any Member to pay its portion of the expenses is not contributed to the Fund on or before the tenth (10th) day following the date on which such additional capital is due, the Manager shall have the right to cause the Fund to accrue such Member's portion of the expenses and to pay to the Manager from distributions otherwise payable to the Member who has failed to pay his, her or its portion of the additional capital on or before the due date thereof, together with interest on such amount at a rate equal to the lesser of (a) fourteen percent (14%) per annum, and (b) the maximum legal interest rate permitted under applicable law, compounded annually, which interest will accrue from the applicable anniversary of the date hereof through the date such amount is paid to the Manager." is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Defaulting LPs from description 4.8 ---> ".... If all or any portion of the capital that is due from any Member to pay its portion of the expenses is not contributed to the Fund on or before the tenth (10th) day following the date on which such additional capital is due, the Manager shall have the right to cause the Fund to accrue such Member's portion of the expenses and to pay to the Manager from distributions otherwise payable to the Member who has failed to pay his, her or its portion of the additional capital on or before the due date thereof, together with interest on such amount at a rate equal to the lesser of (a) fourteen percent (14%) per annum, and (b) the maximum legal interest rate permitted under applicable law, compounded annually, which interest will accrue from the applicable anniversary of the date hereof through the date such amount is paid to the Manager." is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

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

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

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

###Human: Determine if the accounting term GP Commitment from description None, see below: In consideration for its Membership Interest in the Company, the Managing Member shall contribute the time, talents, and expertise of its personnel, together with early-stage Startup investment opportunities from time to time in its sole discretion, to the Company. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term GP Commitment from description None, see below: In consideration for its Membership Interest in the Company, the Managing Member shall contribute the time, talents, and expertise of its personnel, together with early-stage Startup investment opportunities from time to time in its sole discretion, to the Company. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee from description 2% per year of "Assets under management by the Company". is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Management Fee from description 2% per year of "Assets under management by the Company". is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Term from description Perpetual term unless dissolve by Managing Member following liquidation or unanimous vote of removal of Managing Member. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Term from description Perpetual term unless dissolve by Managing Member following liquidation or unanimous vote of removal of Managing Member. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description All capital contributions made up front. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

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

###Human: Determine if the accounting term Distributions - Mandatory from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Distributions - Mandatory from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions - Discretionary from description 100% to the Investing Members, pro rata, up to the equivalent of 100% on their Capital Contribution (the “Priority Return”); and upon realization of the applicable Priority Return, any excess shall be allocated and distributed 80% to the Investing Members, pro rata, and 20% to our Managing Member. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Distributions - Discretionary from description 100% to the Investing Members, pro rata, up to the equivalent of 100% on their Capital Contribution (the “Priority Return”); and upon realization of the applicable Priority Return, any excess shall be allocated and distributed 80% to the Investing Members, pro rata, and 20% to our Managing Member. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Borrowing from description The Managing Member or any affiliate of the Managing Member may lend to the Company funds needed or desired by the Company for such periods of time as the Managing Member may determine; provided, that the Managing Member or affiliate may not charge the Company interest, points or fees at rates greater than the rates that would be charged the Company (without recourse to its Members’ financial abilities or guarantees) by unrelated lenders on comparable loans. The Company shall reimburse any Managing Member making a loan to the Company, or any affiliate, for any costs (other than interest) incurred by it in connection with the borrowing of funds obtained by the Managing Member or such affiliate and loaned to the Company. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Borrowing from description The Managing Member or any affiliate of the Managing Member may lend to the Company funds needed or desired by the Company for such periods of time as the Managing Member may determine; provided, that the Managing Member or affiliate may not charge the Company interest, points or fees at rates greater than the rates that would be charged the Company (without recourse to its Members’ financial abilities or guarantees) by unrelated lenders on comparable loans. The Company shall reimburse any Managing Member making a loan to the Company, or any affiliate, for any costs (other than interest) incurred by it in connection with the borrowing of funds obtained by the Managing Member or such affiliate and loaned to the Company. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Closings from description No relevant language. No late fees or anything like that. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

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

###Human: Determine if the accounting term Fund Expenses from description In addition to amounts paid under other Sections of this Agreement, the Managing Member shall be reimbursed at any time and from time to time for all costs and expenses that the Managing Member and their respective affiliates incur on behalf of, or in the management and operation of the business of, the Company, including, but not limited to, that portion of the Managing Member’s and their respective affiliates’ legal and accounting costs and expenses, including organizational costs and amounts paid for the Offering and associated Memorandum, etc., telephone, secretarial, brokerage and professional consultant costs, office rent and other office expenses, salaries and other compensation expenses of employees, agents, and representatives, and other general, administrative, and additional expenses that are necessary or appropriate to the conduct of the Company's business and allocable to the Company. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Fund Expenses from description In addition to amounts paid under other Sections of this Agreement, the Managing Member shall be reimbursed at any time and from time to time for all costs and expenses that the Managing Member and their respective affiliates incur on behalf of, or in the management and operation of the business of, the Company, including, but not limited to, that portion of the Managing Member’s and their respective affiliates’ legal and accounting costs and expenses, including organizational costs and amounts paid for the Offering and associated Memorandum, etc., telephone, secretarial, brokerage and professional consultant costs, office rent and other office expenses, salaries and other compensation expenses of employees, agents, and representatives, and other general, administrative, and additional expenses that are necessary or appropriate to the conduct of the Company's business and allocable to the Company. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description The Managing Member, on its own initiative or upon request by an Investing Member, may cause to be prepared and furnish financial statements of the Company on an annual basis to the Investing Members. The Managing Member shall also be responsible for causing the preparation and distribution to all Investing Members of all reasonably required tax reporting information. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Reports from description The Managing Member, on its own initiative or upon request by an Investing Member, may cause to be prepared and furnish financial statements of the Company on an annual basis to the Investing Members. The Managing Member shall also be responsible for causing the preparation and distribution to all Investing Members of all reasonably required tax reporting information. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Redemption from description The Company may redeem Units on any terms as may be deemed acceptable to the parties. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Redemption from description The Company may redeem Units on any terms as may be deemed acceptable to the parties. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Valuation from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Valuation from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Fund is a Tennessee LLC. Manager of the LLC is Jumpstart Holdings, LLC. LLC Members are issued Units at a price of $1,000 per unit. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Fund Control Structure from description Fund is a Tennessee LLC. Manager of the LLC is Jumpstart Holdings, LLC. LLC Members are issued Units at a price of $1,000 per unit. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Manager Units from description The Manager Units have been issued in exchange for services performed to or on behalf of the Company and shall have a beginning Capital Account balance of zero. It is intended that the Manager Units constitute “profits interests” within the meaning of Revenue Procedure 93-27 and this Agreement shall be interpreted in a manner consistent with such intention. Accordingly, the Manager Units shall only be entitled to share in the profits of the Company and appreciation in value of the Company’s assets and shall have no interest in the Contributed Capital of the Investor Members. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Manager Units from description The Manager Units have been issued in exchange for services performed to or on behalf of the Company and shall have a beginning Capital Account balance of zero. It is intended that the Manager Units constitute “profits interests” within the meaning of Revenue Procedure 93-27 and this Agreement shall be interpreted in a manner consistent with such intention. Accordingly, the Manager Units shall only be entitled to share in the profits of the Company and appreciation in value of the Company’s assets and shall have no interest in the Contributed Capital of the Investor Members. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee from description See 'Manager Units' above - there is no separate management fee. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Management Fee from description See 'Manager Units' above - there is no separate management fee. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Investment Period / Term from description Term is perpetual (until dissolved pursuant to the operating agreement). No specified investment period. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Investment Period / Term from description Term is perpetual (until dissolved pursuant to the operating agreement). No specified investment period. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description Each Investor Member has made the Capital Contribution giving rise to such Member's initial Capital Account. The Manager shall have the ability to require the Investor Members to make Capital Contributions to the Company for purposes of funding Administrative Expenses during the term of the Company, as from time to time determined by the Manager in its reasonable discretion, upon ten (10) Business Days prior written notice. If the Company requires additional funds to pay for Administrative Expenses, then the Manager may, at its discretion, issue one or more capital calls for such expenses; provided that the aggregate additional capital contributions for all of the Investor Members shall not exceed $3,000 in any fiscal year, unless approved by the Members holding a majority of the financial rights of all Membership Interests. If the Manager issues such a capital call, each Investor Member will contribute to the Company its pro rata share of the aggregate capital call amount. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Capital Contributions from description Each Investor Member has made the Capital Contribution giving rise to such Member's initial Capital Account. The Manager shall have the ability to require the Investor Members to make Capital Contributions to the Company for purposes of funding Administrative Expenses during the term of the Company, as from time to time determined by the Manager in its reasonable discretion, upon ten (10) Business Days prior written notice. If the Company requires additional funds to pay for Administrative Expenses, then the Manager may, at its discretion, issue one or more capital calls for such expenses; provided that the aggregate additional capital contributions for all of the Investor Members shall not exceed $3,000 in any fiscal year, unless approved by the Members holding a majority of the financial rights of all Membership Interests. If the Manager issues such a capital call, each Investor Member will contribute to the Company its pro rata share of the aggregate capital call amount. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

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

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

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

###Human: Determine if the accounting term Distributions - Mandatory from description None - no tax distributions. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Distributions - Mandatory from description None - no tax distributions. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions - Discretionary from description All Distributions determined to be made by the Manager pursuant to Section 8.01 shall be made to the Members, parri passu, as follows: (a) 10% to the Managers pro rata in proportion to their aggregate holdings of Manager Units; and (b) 90% to the Investor Members pro rata in proportion to their aggregate holdings of Investor Units. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Distributions - Discretionary from description All Distributions determined to be made by the Manager pursuant to Section 8.01 shall be made to the Members, parri passu, as follows: (a) 10% to the Managers pro rata in proportion to their aggregate holdings of Manager Units; and (b) 90% to the Investor Members pro rata in proportion to their aggregate holdings of Investor Units. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Closings from description New Members may be admitted from time to time (i) in connection with an issuance of Units by the Company, subject to compliance with the provisions of Section 9.01(b), as applicable, and (ii) in connection with a Transfer of Units, subject to compliance with the provisions of Article IX, and in either case, following compliance with the provisions of Section 4.01(b). Notwithstanding the foregoing, no new Members will be admitted to the Company, and no current Member will be permitted to increase its Capital Contribution to the Company, at any time after [July 31, 2022] without the approval of Members holding a majority of the Manager Units and Members holding a majority of the Investor Units. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Closings from description New Members may be admitted from time to time (i) in connection with an issuance of Units by the Company, subject to compliance with the provisions of Section 9.01(b), as applicable, and (ii) in connection with a Transfer of Units, subject to compliance with the provisions of Article IX, and in either case, following compliance with the provisions of Section 4.01(b). Notwithstanding the foregoing, no new Members will be admitted to the Company, and no current Member will be permitted to increase its Capital Contribution to the Company, at any time after [July 31, 2022] without the approval of Members holding a majority of the Manager Units and Members holding a majority of the Investor Units. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term In-Kind Distributions from description The Manager may authorize Distributions to the Members in the form of securities or other property held by the Company. In any non-cash Distribution, the securities or property so Distributed will be Distributed among the Members in the same kind, the same proportion and the same priority as cash equal to the Fair Market Value of such securities or property would be Distributed among the Members pursuant to Section 8.02. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term In-Kind Distributions from description The Manager may authorize Distributions to the Members in the form of securities or other property held by the Company. In any non-cash Distribution, the securities or property so Distributed will be Distributed among the Members in the same kind, the same proportion and the same priority as cash equal to the Fair Market Value of such securities or property would be Distributed among the Members pursuant to Section 8.02. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Expenses from description "Administrative Expenses" means the reasonable fees and expenses related to the routine operation of the Company paid to Persons who are not employed by or affiliated with the Manager, including fees and expenses for accounting, financial reporting, tax reporting and legal entity status. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Fund Expenses from description "Administrative Expenses" means the reasonable fees and expenses related to the routine operation of the Company paid to Persons who are not employed by or affiliated with the Manager, including fees and expenses for accounting, financial reporting, tax reporting and legal entity status. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description 120 days for annual reports, 30 days for quarterly reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Reports from description 120 days for annual reports, 30 days for quarterly reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Tax Returns from description Tax Returns. At the expense of the Company, the Manager (or any Officer that they may designate pursuant to Section 5.06) shall endeavor to cause the preparation and timely filing (including extensions) of all tax returns required to be filed by the Company pursuant to the Code as well as all other required tax returns in each jurisdiction in which the Company and the Company Subsidiaries own property or do business. As soon as reasonably possible after the end of each Fiscal Year, the Manager or designated Officer will cause to be delivered to each Person who was a Member at any time during such Fiscal Year, IRS Schedule K-1 to Form 1065 and such other information with respect to the Company as may be necessary for the preparation of such Person's federal, state and local income tax returns for such Fiscal Year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Tax Returns from description Tax Returns. At the expense of the Company, the Manager (or any Officer that they may designate pursuant to Section 5.06) shall endeavor to cause the preparation and timely filing (including extensions) of all tax returns required to be filed by the Company pursuant to the Code as well as all other required tax returns in each jurisdiction in which the Company and the Company Subsidiaries own property or do business. As soon as reasonably possible after the end of each Fiscal Year, the Manager or designated Officer will cause to be delivered to each Person who was a Member at any time during such Fiscal Year, IRS Schedule K-1 to Form 1065 and such other information with respect to the Company as may be necessary for the preparation of such Person's federal, state and local income tax returns for such Fiscal Year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Tax Sections from description Section 6.03, Article 7, 11.02(c) is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Tax Sections from description Section 6.03, Article 7, 11.02(c) is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Valuation from description "Fair Market Value" of any asset as of any date means the purchase price that a willing buyer having all relevant knowledge would pay a willing seller for such asset in an arm's length transaction, as determined in good faith by the Manager based on such factors as the Manager, in the exercise of its reasonable business judgment, consider relevant. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Valuation from description "Fair Market Value" of any asset as of any date means the purchase price that a willing buyer having all relevant knowledge would pay a willing seller for such asset in an arm's length transaction, as determined in good faith by the Manager based on such factors as the Manager, in the exercise of its reasonable business judgment, consider relevant. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Tax Sections from description 6.03 - Maintenance of Capital Accounts is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Tax Sections from description 6.03 - Maintenance of Capital Accounts is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Tax Sections from description Article 7 - Allocations [7.01 - 7.04] is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Tax Sections from description Article 7 - Allocations [7.01 - 7.04] is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Tax Sections from description 7.05 Curative Allocations is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Tax Sections from description 7.05 Curative Allocations is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Tax Sections from description 7.06 Special Allocation Adjustments is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Tax Sections from description 7.06 Special Allocation Adjustments is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Tax Sections from description 11.02(c) is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Tax Sections from description 11.02(c) is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term GP Commitment from description The General Partner and/or their executives and affiliates are expected to commit at least $150,000... in the form of cash, management fee waivers or any combination of the above. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term GP Commitment from description The General Partner and/or their executives and affiliates are expected to commit at least $150,000... in the form of cash, management fee waivers or any combination of the above. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee from description Paid out quarterly in advance, equal to 2.0% of the aggregate Capital Commitments of the Limited Partners subject to the Management Fee. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Management Fee from description Paid out quarterly in advance, equal to 2.0% of the aggregate Capital Commitments of the Limited Partners subject to the Management Fee. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee Offset from description Advisory and management fees paid by a Portfolio Company in connection with the purchase, sale, monitoring and management of the Fund’s investments in Portfolio Companies, future Management Fees payable by the Fund will be reduced by an aggregate amount equal to 100% of such amounts received. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Management Fee Offset from description Advisory and management fees paid by a Portfolio Company in connection with the purchase, sale, monitoring and management of the Fund’s investments in Portfolio Companies, future Management Fees payable by the Fund will be reduced by an aggregate amount equal to 100% of such amounts received. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Investment Period / Term from description (a) the fifth anniversary of the date of the Initial Closing. The term of the Fund will be 10 years from the date of the Initial Closing. The General Partner may, in its sole discretion, extend the Fund’s term for up to two additional consecutive one-year periods. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Investment Period / Term from description (a) the fifth anniversary of the date of the Initial Closing. The term of the Fund will be 10 years from the date of the Initial Closing. The General Partner may, in its sole discretion, extend the Fund’s term for up to two additional consecutive one-year periods. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reinvestment of Capital from description The General Partner may reinvest proceeds realized on the sale or disposition of the Fund’s investments in Portfolio Companies; provided that, the Fund’s cumulative investments (other than Short-Term Investments) will not exceed 125% of the Fund’s aggregate Capital Commitments. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Reinvestment of Capital from description The General Partner may reinvest proceeds realized on the sale or disposition of the Fund’s investments in Portfolio Companies; provided that, the Fund’s cumulative investments (other than Short-Term Investments) will not exceed 125% of the Fund’s aggregate Capital Commitments. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contribuitions from description Capital contributions not immediately invested in Portfolio Companies or used to pay Fund Expenses (as defined below) will be held in cash or Short-Term Investments (as defined below): The Fund will be permitted to invest idle cash, pending investment, usage for expenses or fees, or distribution by the Fund, in high-quality liquid securities on a short-term basis, including money market instruments or as otherwise specified in the Fund Agreement is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Capital Contribuitions from description Capital contributions not immediately invested in Portfolio Companies or used to pay Fund Expenses (as defined below) will be held in cash or Short-Term Investments (as defined below): The Fund will be permitted to invest idle cash, pending investment, usage for expenses or fees, or distribution by the Fund, in high-quality liquid securities on a short-term basis, including money market instruments or as otherwise specified in the Fund Agreement is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Closings from description ...In addition, each such Limited Partner will be required to pay to the Fund a late admission charge equal to market rate interest on the amount contributed (calculated from the date(s) that the component portions of such amount would have been contributed if the Limited Partner’s entire Capital Commitment had been made at the Initial Closing); provided that, the General Partner may waive the late admission charge payable by any Limited Partner in the General Partner’s sole discretion. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Closings from description ...In addition, each such Limited Partner will be required to pay to the Fund a late admission charge equal to market rate interest on the amount contributed (calculated from the date(s) that the component portions of such amount would have been contributed if the Limited Partner’s entire Capital Commitment had been made at the Initial Closing); provided that, the General Partner may waive the late admission charge payable by any Limited Partner in the General Partner’s sole discretion. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Distributions - Carry from description Each distribution of current income and disposition proceeds from a Portfolio Company shall first be initially apportioned among the Partners (including the General Partner) in proportion to their respective percentage interests (based on Capital Commitments) Each distribution of short-term investment income shall be divided among all Partners pro rata in proportion to their respective Capital Commitments is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Distributions - Carry from description Each distribution of current income and disposition proceeds from a Portfolio Company shall first be initially apportioned among the Partners (including the General Partner) in proportion to their respective percentage interests (based on Capital Commitments) Each distribution of short-term investment income shall be divided among all Partners pro rata in proportion to their respective Capital Commitments is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term In-Kind Distributions from description distributions may be made in cash or in-kind in marketable securities, as determined in the General Partner’s discretion At dissolution, the Fund may distribute to investors non-marketable securities in-kind. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term In-Kind Distributions from description distributions may be made in cash or in-kind in marketable securities, as determined in the General Partner’s discretion At dissolution, the Fund may distribute to investors non-marketable securities in-kind. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term General Partner Clawback from description In connection with the dissolution and liquidation of the Fund, the General Partner will be required to return Carried Interest distributions (other than actual or deemed tax distributions) to the extent that such distributions exceed 20% of the net profits of the Fund over its entire term; provided, however, that the amount of repayment described in this paragraph will not exceed the aggregate distributions received by the General Partner in respect of its Carried Interest in the Fund, less the tax liabilities of the General Partner in respect of its Carried Interest as calculated using the highest marginal Federal and State income tax rate payable by individuals resident in the State of California, as reasonably determined by the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term General Partner Clawback from description In connection with the dissolution and liquidation of the Fund, the General Partner will be required to return Carried Interest distributions (other than actual or deemed tax distributions) to the extent that such distributions exceed 20% of the net profits of the Fund over its entire term; provided, however, that the amount of repayment described in this paragraph will not exceed the aggregate distributions received by the General Partner in respect of its Carried Interest in the Fund, less the tax liabilities of the General Partner in respect of its Carried Interest as calculated using the highest marginal Federal and State income tax rate payable by individuals resident in the State of California, as reasonably determined by the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Expenses from description The General Partner may draw down capital for the payment of Fund Expenses, or they may be paid out of current income, proceeds from the disposition of investments in Portfolio Companies, and any other sources of cash available to the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Fund Expenses from description The General Partner may draw down capital for the payment of Fund Expenses, or they may be paid out of current income, proceeds from the disposition of investments in Portfolio Companies, and any other sources of cash available to the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term General Partner Expenses from description The General Partner and the Management Company will pay their own routine overhead expenses is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term General Partner Expenses from description The General Partner and the Management Company will pay their own routine overhead expenses is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Other Competitive Activity; Successor Fund from description The Fund will be considered “Fully Invested” upon the earlier to occur of: (a) the termination or expiration of the Investment Period; or (b) the date upon which 70% of Capital Commitments having been invested in Portfolio Companies, committed to be so invested, used to pay Fund Expenses, or set aside as reasonable reserves for future Fund Expenses and/or follow-on investments. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Other Competitive Activity; Successor Fund from description The Fund will be considered “Fully Invested” upon the earlier to occur of: (a) the termination or expiration of the Investment Period; or (b) the date upon which 70% of Capital Commitments having been invested in Portfolio Companies, committed to be so invested, used to pay Fund Expenses, or set aside as reasonable reserves for future Fund Expenses and/or follow-on investments. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Borrowing from description the General Partner may cause the Fund to borrow money or otherwise incur indebtedness or guarantee indebtedness of Portfolio Companies. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Borrowing from description the General Partner may cause the Fund to borrow money or otherwise incur indebtedness or guarantee indebtedness of Portfolio Companies. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Reports from description Limited Partners will receive: (a) quarterly reports briefly summarizing the business activities and financial status of the Fund, including financial information on Portfolio Company investments of the Fund; is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Reports from description Limited Partners will receive: (a) quarterly reports briefly summarizing the business activities and financial status of the Fund, including financial information on Portfolio Company investments of the Fund; is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

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

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

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

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

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

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

###Human: Determine if the accounting term nan from description (d) information reasonably necessary for the preparation of income tax returns annually, including Schedule K-1; is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term nan from description (d) information reasonably necessary for the preparation of income tax returns annually, including Schedule K-1; is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term nan from description and (e) other such periodic reporting as provided for in the Fund Agreement. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term nan from description and (e) other such periodic reporting as provided for in the Fund Agreement. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Valuation from description The General Partner will value the Fund’s assets in connection with the preparation of the Fund’s financial statements on an annual basis, as of the date of dissolution of the Fund, and, otherwise, on an as-needed basis as set forth in the Fund Agreement, in good faith and in accordance with generally accepted standards in the alternative investment industry (discounted as appropriate for lack of liquidity). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Valuation from description The General Partner will value the Fund’s assets in connection with the preparation of the Fund’s financial statements on an annual basis, as of the date of dissolution of the Fund, and, otherwise, on an as-needed basis as set forth in the Fund Agreement, in good faith and in accordance with generally accepted standards in the alternative investment industry (discounted as appropriate for lack of liquidity). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term nan from description The General Partner will also value any security being (a) distributed in-kind as of its date of distribution, or (b) returned to the Fund as of the date of receipt by the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term nan from description The General Partner will also value any security being (a) distributed in-kind as of its date of distribution, or (b) returned to the Fund as of the date of receipt by the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term nan from description the fair market value of such security as of the time of such distribution shall be deemed to equal the average of its sales price on the principal securities exchange or market upon which such security is traded over the 10-day period that commences three days prior to the date of distribution. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term nan from description the fair market value of such security as of the time of such distribution shall be deemed to equal the average of its sales price on the principal securities exchange or market upon which such security is traded over the 10-day period that commences three days prior to the date of distribution. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Limited Partner Giveback from description In addition, to the fullest extent permitted by law, no Limited Partner will be required to return any amount distributed to it following the third anniversary of such distribution, unless notice of a pending or otherwise anticipated claim is provided to the Limited Partner prior to such anniversary date. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Limited Partner Giveback from description In addition, to the fullest extent permitted by law, no Limited Partner will be required to return any amount distributed to it following the third anniversary of such distribution, unless notice of a pending or otherwise anticipated claim is provided to the Limited Partner prior to such anniversary date. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description (b) quarterly valuations of the portfolio; (c) quarterly summaries of new investments and dispositions made during the period; and (d) Schedule K-1’s and any other tax information reasonably requested by a Limited Partner, within ninety (90) days of the closing of the Fund’s fiscal year. The General Partner shall have the discretion to deliver such reports in written form or by providing access to suitable electronic versions, including by posting such reports to a secure password-protected web site. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Reports from description (b) quarterly valuations of the portfolio; (c) quarterly summaries of new investments and dispositions made during the period; and (d) Schedule K-1’s and any other tax information reasonably requested by a Limited Partner, within ninety (90) days of the closing of the Fund’s fiscal year. The General Partner shall have the discretion to deliver such reports in written form or by providing access to suitable electronic versions, including by posting such reports to a secure password-protected web site. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Valuation from description The General Partner will have the power to determine the fair market value of the Fund’s assets and liabilities. The valuation methods are detailed in the Partnership Agreement, including the objection rights of the Advisory Committee and dispute resolution procedures in the event a majority of the members of the Advisory Committee and the General Partner are unable to agree on valuations. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Valuation from description The General Partner will have the power to determine the fair market value of the Fund’s assets and liabilities. The valuation methods are detailed in the Partnership Agreement, including the objection rights of the Advisory Committee and dispute resolution procedures in the event a majority of the members of the Advisory Committee and the General Partner are unable to agree on valuations. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Series LLC. Manager is Untapped Management LLC. Organizer is George Bandarian II. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

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

###Human: Determine if the accounting term Management Fee from description None is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Management Fee from description None is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

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

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

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

###Human: Determine if the accounting term Capital Contributions from description All capital contributed upon admission. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

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

###Human: Determine if the accounting term Distributions Waterfall from description (a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, a 10% preferred return calculated on the amount of the Capital Contribution less prior distributions (excluding to the extent such distribution went to the preferred return), in the form of simple annualized interest, pro-rated in the event of a partial year. (b) Second, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution and then (c) Third, the Carry Percentage of the remainder to the Manager (as defined in this Agreement) or designee of the Manager, if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. Carry Percentage is 20%. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Distributions Waterfall from description (a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, a 10% preferred return calculated on the amount of the Capital Contribution less prior distributions (excluding to the extent such distribution went to the preferred return), in the form of simple annualized interest, pro-rated in the event of a partial year. (b) Second, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution and then (c) Third, the Carry Percentage of the remainder to the Manager (as defined in this Agreement) or designee of the Manager, if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. Carry Percentage is 20%. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Closings from description Except as provided in Article 8 and Section 5.9, following the Initial Closing, additional Interests may be issued for up to 6 months after the Initial Closing, after which no new Interests will be issued. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Closings from description Except as provided in Article 8 and Section 5.9, following the Initial Closing, additional Interests may be issued for up to 6 months after the Initial Closing, after which no new Interests will be issued. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Expenses from description Standard fund expenses, up to 25% of capital commitments can be reserved for expenses. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Fund Expenses from description Standard fund expenses, up to 25% of capital commitments can be reserved for expenses. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

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

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

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

###Human: Determine if the accounting term Allocations of Net Income and Loss (Article 6) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Allocations of Net Income and Loss (Article 6) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Tax Distributions from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Tax Distributions from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Valuation from description “Fair Market Value” of property means the amount that would be paid for that property in cash at the closing by a hypothetical willing buyer to a hypothetical willing seller, each having knowledge of all relevant facts and neither being under a compulsion to buy or sell, as determined by the Manager in good faith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Valuation from description “Fair Market Value” of property means the amount that would be paid for that property in cash at the closing by a hypothetical willing buyer to a hypothetical willing seller, each having knowledge of all relevant facts and neither being under a compulsion to buy or sell, as determined by the Manager in good faith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

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

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

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

###Human: Determine if the accounting term Follow-On Investment RIghts from description At times the Fund's investment in a Portfolio Company by its terms gives rise to preferential rights, requests to purchase additional shares in that Portfolio Company's future offerings, or a general right of first refusal (collectively, “Follow- on Investment Rights”). The Fund hereby assigns and delegates all Follow-on Investment Rights to the Manager. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or “follow-on” investments in that Portfolio Company, the Fund may make those follow on investments; provided, however, the Manager may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making that follow on investment and may extend any investment opportunity to the Members at its own discretion. All decisions related to the exercise of these rights will belong to the Manager and will be made at the Manager 's sole discretion. The Fund's Memb is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Follow-On Investment RIghts from description At times the Fund's investment in a Portfolio Company by its terms gives rise to preferential rights, requests to purchase additional shares in that Portfolio Company's future offerings, or a general right of first refusal (collectively, “Follow- on Investment Rights”). The Fund hereby assigns and delegates all Follow-on Investment Rights to the Manager. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or “follow-on” investments in that Portfolio Company, the Fund may make those follow on investments; provided, however, the Manager may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making that follow on investment and may extend any investment opportunity to the Members at its own discretion. All decisions related to the exercise of these rights will belong to the Manager and will be made at the Manager 's sole discretion. The Fund's Memb is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

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

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

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

###Human: Determine if the accounting term Management Fee from description 2% of commitments per year during the investment period. Effective on the first Management Fee Due Date after the date the Investment Period expires, the Management Fee shall be reduced going forward to 2% per annum of the Non-Affiliated Partners’ Percentage of an amount equal to (x) the aggregate amount of Investment Contributions made or payable to the Partnership pursuant to an outstanding Capital Call Notice with respect to Investments that have not been disposed of minus (y) the aggregate amount of any permanent write-downs required pursuant to Section 10.3 of Investments that have not been disposed of, in each case as determined on the first day of the period with respect to which a determination is being made; provided that Investments in a Portfolio Company shall be treated for this purpose as having been disposed of or permanently written-down only to the extent that, as of the date of any such disposition or write-down, the aggregate value (as determined pursuant to Article is Foundational, Manual, 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 2% of commitments per year during the investment period. Effective on the first Management Fee Due Date after the date the Investment Period expires, the Management Fee shall be reduced going forward to 2% per annum of the Non-Affiliated Partners’ Percentage of an amount equal to (x) the aggregate amount of Investment Contributions made or payable to the Partnership pursuant to an outstanding Capital Call Notice with respect to Investments that have not been disposed of minus (y) the aggregate amount of any permanent write-downs required pursuant to Section 10.3 of Investments that have not been disposed of, in each case as determined on the first day of the period with respect to which a determination is being made; provided that Investments in a Portfolio Company shall be treated for this purpose as having been disposed of or permanently written-down only to the extent that, as of the date of any such disposition or write-down, the aggregate value (as determined pursuant to Article is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Management Fee Offset from description The Management Fee payable in any quarterly period shall be reduced, by an amount equal to the Non-Affiliated Partners’ Percentage of [80]% of any Transaction Fees received by an Applico Person during the immediately preceding quarterly period. In addition, the Management Fee payable in any quarterly period shall be reduced by an amount equal to the aggregate amount of all Excess Organizational Expenses paid or reimbursed by the Partnership during the immediately preceding quarterly period. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Management Fee Offset from description The Management Fee payable in any quarterly period shall be reduced, by an amount equal to the Non-Affiliated Partners’ Percentage of [80]% of any Transaction Fees received by an Applico Person during the immediately preceding quarterly period. In addition, the Management Fee payable in any quarterly period shall be reduced by an amount equal to the aggregate amount of all Excess Organizational Expenses paid or reimbursed by the Partnership during the immediately preceding quarterly period. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Investment Period from description “Investment Period” means the period commencing on the Initial Closing Date and expiring on the earlier of (i) the date when all of the Capital Commitments of the Limited Partners (other than Affiliated Partners) have been invested (other than in Temporary Investments) in Portfolio Companies or used to pay Partnership Expenses (after taking into account the maximum amount of distributions that are recallable pursuant to Section 3.1(c)); (ii) the third anniversary of the Final Closing Date; and (iii) the occurrence of a Suspension Event. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Investment Period from description “Investment Period” means the period commencing on the Initial Closing Date and expiring on the earlier of (i) the date when all of the Capital Commitments of the Limited Partners (other than Affiliated Partners) have been invested (other than in Temporary Investments) in Portfolio Companies or used to pay Partnership Expenses (after taking into account the maximum amount of distributions that are recallable pursuant to Section 3.1(c)); (ii) the third anniversary of the Final Closing Date; and (iii) the occurrence of a Suspension Event. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Term from description Subject to Section 9.2, the term of the Partnership shall expire, and the Partnership shall be dissolved, on the fifth anniversary of the termination of the Investment Period, or such earlier time as determined by the General Partner; provided that, unless the Partnership is earlier dissolved, the term of the Partnership may be extended by the General Partner in its sole discretion for up to two one-year periods. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Term from description Subject to Section 9.2, the term of the Partnership shall expire, and the Partnership shall be dissolved, on the fifth anniversary of the termination of the Investment Period, or such earlier time as determined by the General Partner; provided that, unless the Partnership is earlier dissolved, the term of the Partnership may be extended by the General Partner in its sole discretion for up to two one-year periods. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reinvestment of Capital from description Except as contemplated by Section 3.1(c), net cash proceeds from the sale of Portfolio Company securities shall not be reinvested by the Partnership in Portfolio Company securities is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Reinvestment of Capital from description Except as contemplated by Section 3.1(c), net cash proceeds from the sale of Portfolio Company securities shall not be reinvested by the Partnership in Portfolio Company securities is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description 10 days notice for capital contributions when called by GP. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Capital Contributions from description 10 days notice for capital contributions when called by GP. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions - Discretionary from description All capital back, then 80/20 split. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Distributions - Discretionary from description All capital back, then 80/20 split. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Borrowing from description The Partnership may incur indebtedness for borrowed money, including on a joint and several basis with the Parallel Fund or any Alternative Investment Vehicles. And it may secure this debt with fund assets. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Borrowing from description The Partnership may incur indebtedness for borrowed money, including on a joint and several basis with the Parallel Fund or any Alternative Investment Vehicles. And it may secure this debt with fund assets. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Closings from description The General Partner may increase its own Capital Commitment and/or accept additional Limited Partners and increases in Capital Commitments from Limited Partners through and including the Final Closing Date; provided that the aggregate Capital Commitments of the Limited Partners shall not exceed $75 million. Any such additional Limited Partner and any Partner with respect to any increase in its Capital Commitment shall be (a) treated as having been a party to this Agreement, and any such increased Capital Commitment shall be treated as having been made, as of the Initial Closing Date for all purposes, (b) required to bear its portion of the Management Fee from the Initial Closing Date, all Organizational Expenses whenever incurred and other Partnership Expenses from the date of the Partnership’s formation, (c) required to contribute, as set forth in Article III, (i) its portion of the Management Fees from the Initial Closing Date and its portion of Excess Organizational Expenses when i is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Closings from description The General Partner may increase its own Capital Commitment and/or accept additional Limited Partners and increases in Capital Commitments from Limited Partners through and including the Final Closing Date; provided that the aggregate Capital Commitments of the Limited Partners shall not exceed $75 million. Any such additional Limited Partner and any Partner with respect to any increase in its Capital Commitment shall be (a) treated as having been a party to this Agreement, and any such increased Capital Commitment shall be treated as having been made, as of the Initial Closing Date for all purposes, (b) required to bear its portion of the Management Fee from the Initial Closing Date, all Organizational Expenses whenever incurred and other Partnership Expenses from the date of the Partnership’s formation, (c) required to contribute, as set forth in Article III, (i) its portion of the Management Fees from the Initial Closing Date and its portion of Excess Organizational Expenses when i is 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 Immediately prior to the termination of the Partnership, the General Partner shall, by direct contribution, pay to the Partnership, with respect to each Limited Partner, an amount equal to the General Partner Giveback with respect to such Limited Partner at such time, which shall be distributed to such Limited Partner. The “General Partner Giveback” shall mean, with respect to each Limited Partner, the amount necessary to cause (x) the Carried Interest distributions made in respect of such Limited Partner not to exceed (y) the Carried Interest distributions that would have been due in respect of such Limited Partner determined on a cumulative basis and as if such distributions were made simultaneously; provided, however, that the General Partner Giveback shall not exceed an amount equal to the excess of Carried Interest distributions with respect to such Limited Partner over the aggregate Tax Amounts attributable to the Carried Interest distributions with respect to such Limited Partne is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term General Partner Clawback from description Immediately prior to the termination of the Partnership, the General Partner shall, by direct contribution, pay to the Partnership, with respect to each Limited Partner, an amount equal to the General Partner Giveback with respect to such Limited Partner at such time, which shall be distributed to such Limited Partner. The “General Partner Giveback” shall mean, with respect to each Limited Partner, the amount necessary to cause (x) the Carried Interest distributions made in respect of such Limited Partner not to exceed (y) the Carried Interest distributions that would have been due in respect of such Limited Partner determined on a cumulative basis and as if such distributions were made simultaneously; provided, however, that the General Partner Giveback shall not exceed an amount equal to the excess of Carried Interest distributions with respect to such Limited Partner over the aggregate Tax Amounts attributable to the Carried Interest distributions with respect to such Limited Partne is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term LP Clawback from description If the Partnership or any subsidiary thereof incurs any Liability, subject to Section 3.1(e), the Partnership may recall distributions made pursuant to this Agreement pro rata according to the amount that such Liability would have reduced the distributions received by the Partners pursuant to this Agreement had such Liability been incurred by the Partnership prior to the time such distributions were made (in each case, which recalled amounts shall be funded by the Partners within 10 days after the date of any notice in the form of a Capital Call Notice or other written request by the General Partner), but in no event shall any Partner be required to contribute amounts pursuant to this Section 4.6 that in the aggregate exceed 25% of the aggregate amount of distributions (or, in the case of distributions with respect to the Carried Interest, 100% of the aggregate amount of such distributions excluding distributions in respect of Tax Amounts attributable to the Carried Interest) received is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term LP Clawback from description If the Partnership or any subsidiary thereof incurs any Liability, subject to Section 3.1(e), the Partnership may recall distributions made pursuant to this Agreement pro rata according to the amount that such Liability would have reduced the distributions received by the Partners pursuant to this Agreement had such Liability been incurred by the Partnership prior to the time such distributions were made (in each case, which recalled amounts shall be funded by the Partners within 10 days after the date of any notice in the form of a Capital Call Notice or other written request by the General Partner), but in no event shall any Partner be required to contribute amounts pursuant to this Section 4.6 that in the aggregate exceed 25% of the aggregate amount of distributions (or, in the case of distributions with respect to the Carried Interest, 100% of the aggregate amount of such distributions excluding distributions in respect of Tax Amounts attributable to the Carried Interest) received is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

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

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

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

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

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

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

###Human: Determine if the accounting term Capital Accounts; Allocations (3.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Capital Accounts; Allocations (3.2) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Tax Distributions (4.4) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Tax Distributions (4.4) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Tax Allocations (11.4) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Tax Allocations (11.4) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Section 83 Safe Harbor Election (11.6) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Section 83 Safe Harbor Election (11.6) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description The General Partner shall furnish to each Limited Partner: (a) within [60 days] after the end of each of the first three fiscal quarters of each fiscal year and commencing with the first fiscal quarter in which the Partnership delivers a Capital Call Notice, an unaudited quarterly financial statement for the Partnership for such quarter showing such Partner’s closing capital account balance as of the end of such quarter; (b) within [120 days] after the end of each fiscal year commencing with the first year in which the Partnership makes an Investment, (i) financial statements for the Partnership for such year (audited by a firm of independent certified public accountants of recognized national standing selected by the General Partner and prepared in accordance with GAAP, but without consolidating Portfolio Company financial information with the Partnership), and (ii) valuations of the Partnership’s Investments as of the end of such year (including a statement of such Partner’s closing is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Reports from description The General Partner shall furnish to each Limited Partner: (a) within [60 days] after the end of each of the first three fiscal quarters of each fiscal year and commencing with the first fiscal quarter in which the Partnership delivers a Capital Call Notice, an unaudited quarterly financial statement for the Partnership for such quarter showing such Partner’s closing capital account balance as of the end of such quarter; (b) within [120 days] after the end of each fiscal year commencing with the first year in which the Partnership makes an Investment, (i) financial statements for the Partnership for such year (audited by a firm of independent certified public accountants of recognized national standing selected by the General Partner and prepared in accordance with GAAP, but without consolidating Portfolio Company financial information with the Partnership), and (ii) valuations of the Partnership’s Investments as of the end of such year (including a statement of such Partner’s closing is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Valuation from description For purposes of this Agreement, the value of any investment as of any date (or in the event such date is a holiday or other day that is not a Business Day, as of the immediately preceding Business Day) shall be determined as follows: (a) an investment that is (i) listed or quoted on a recognized securities exchange or quoted on any national automated inter dealer quotation system or (ii) traded over-the-counter, shall be valued at the average of its last “trade” price on each trading day during the 10-day trading period ending immediately prior to the time of determination, or if no sales occurred on any such day, the mean between the closing “bid” and “asked” prices on such day; and (b) all other investments shall be valued as of such date by the General Partner at fair market value in such manner as it may reasonably determine. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Valuation from description For purposes of this Agreement, the value of any investment as of any date (or in the event such date is a holiday or other day that is not a Business Day, as of the immediately preceding Business Day) shall be determined as follows: (a) an investment that is (i) listed or quoted on a recognized securities exchange or quoted on any national automated inter dealer quotation system or (ii) traded over-the-counter, shall be valued at the average of its last “trade” price on each trading day during the 10-day trading period ending immediately prior to the time of determination, or if no sales occurred on any such day, the mean between the closing “bid” and “asked” prices on such day; and (b) all other investments shall be valued as of such date by the General Partner at fair market value in such manner as it may reasonably determine. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Fund Expenses from description The following has been carved out: (i) any expenses solely relating to the registration of the Management Company as an investment adviser under the Investment Advisers Act, (ii) any expenses solely relating to any Form ADV reporting (including updates to Form ADV) or the implementation, preparation or revision of compliance policies adopted by the Management Company, (iii) any expenses solely relating to a Securities and Exchange Commission examination of the Management Company as a registered investment adviser under the Investment Advisers Act and (iv) any expenses solely relating to any corrective actions taken by the Management Company in response to any deficiency letter issued by the Securities and Exchange Commission following any such examination, and (C) any expenses included as part of the definition of “Investment Contributions”. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Fund Expenses from description The following has been carved out: (i) any expenses solely relating to the registration of the Management Company as an investment adviser under the Investment Advisers Act, (ii) any expenses solely relating to any Form ADV reporting (including updates to Form ADV) or the implementation, preparation or revision of compliance policies adopted by the Management Company, (iii) any expenses solely relating to a Securities and Exchange Commission examination of the Management Company as a registered investment adviser under the Investment Advisers Act and (iv) any expenses solely relating to any corrective actions taken by the Management Company in response to any deficiency letter issued by the Securities and Exchange Commission following any such examination, and (C) any expenses included as part of the definition of “Investment Contributions”. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Waterfall from description (a) First, 100% to such Partner until such Partner has received cumulative distributions pursuant to this Section 4.3(a) equal to such Partner’s aggregate Investment Contributions made with respect to Realized Investments. (b) Second, 100% to such Partner until such Partner has received cumulative distributions pursuant to this Section 4.3(b) equal to such Partner’s Allocable Share of such Partner’saggregate Cost Contributions with respect to Realized Investments. (c) Third, 100% to such Partner until the Unpaid Preferred Return with respect to Realized Investments of such Partner is reduced to zero. (d) Fourth, 100% to the General Partner until the General Partner has received cumulative distributions with respect to such Partner pursuant to this Section 4.3(d) equal to 20% of the cumulative amount of distributions made to such Partner pursuant to Section 4.3(c) and made or being made to the General Partner with respect to such Partner pursuant to this Sec is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Fund Waterfall from description (a) First, 100% to such Partner until such Partner has received cumulative distributions pursuant to this Section 4.3(a) equal to such Partner’s aggregate Investment Contributions made with respect to Realized Investments. (b) Second, 100% to such Partner until such Partner has received cumulative distributions pursuant to this Section 4.3(b) equal to such Partner’s Allocable Share of such Partner’saggregate Cost Contributions with respect to Realized Investments. (c) Third, 100% to such Partner until the Unpaid Preferred Return with respect to Realized Investments of such Partner is reduced to zero. (d) Fourth, 100% to the General Partner until the General Partner has received cumulative distributions with respect to such Partner pursuant to this Section 4.3(d) equal to 20% of the cumulative amount of distributions made to such Partner pursuant to Section 4.3(c) and made or being made to the General Partner with respect to such Partner pursuant to this Sec is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions in Kind from description (e) Notwithstanding any provision in this Agreement to the contrary, promptly after the fourth trading day after the date of a distribution to the Partners of the publicly traded securities of a Portfolio Company in accordance with Section 3.3(a), the value of such securities shall be recalculated to be the average of their last “trade” price on each trading day during the ten (10)-day period consisting of the five (5) trading days immediately prior to the date of the distribution and the five (5) trading days including and immediately following the date of distribution, or if no sales occurred on any such trading day, the mean between the closing “bid” and “asked” prices on such day (the “Final Value”), and such securities shall be treated for all purposes of this Agreement as if they were distributed to such Partners on the date of their actual distribution by the Partnership with a value equal to the Final Value. If the General Partner has received on account of its Carried Interes is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Distributions in Kind from description (e) Notwithstanding any provision in this Agreement to the contrary, promptly after the fourth trading day after the date of a distribution to the Partners of the publicly traded securities of a Portfolio Company in accordance with Section 3.3(a), the value of such securities shall be recalculated to be the average of their last “trade” price on each trading day during the ten (10)-day period consisting of the five (5) trading days immediately prior to the date of the distribution and the five (5) trading days including and immediately following the date of distribution, or if no sales occurred on any such trading day, the mean between the closing “bid” and “asked” prices on such day (the “Final Value”), and such securities shall be treated for all purposes of this Agreement as if they were distributed to such Partners on the date of their actual distribution by the Partnership with a value equal to the Final Value. If the General Partner has received on account of its Carried Interes is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Tax Distributions (4.4) from description Notwithstanding the foregoing priority of distributions, the Partnership may make tax distributions to the General Partner for each fiscal year in an aggregate amount based on the excess of such Partner’s anticipated Tax Amount for such fiscal year with respect to income and gain allocable to the General Partner on account of its Carried Interest, over the distributions previously made to such Partner pursuant to Section 4.3(e)(i) for such fiscal year. Any such distributions made pursuant to this Section 4.4 shall be treated as an advance against distributions of Carried Interest. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Tax Distributions (4.4) from description Notwithstanding the foregoing priority of distributions, the Partnership may make tax distributions to the General Partner for each fiscal year in an aggregate amount based on the excess of such Partner’s anticipated Tax Amount for such fiscal year with respect to income and gain allocable to the General Partner on account of its Carried Interest, over the distributions previously made to such Partner pursuant to Section 4.3(e)(i) for such fiscal year. Any such distributions made pursuant to this Section 4.4 shall be treated as an advance against distributions of Carried Interest. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Borrowing from description (a) The Partnership may incur indebtedness for borrowed money, including on a joint and several basis with the Parallel Fund or any Alternative Investment Vehicles. to the extent the Partnership has a right of contribution, subrogation or reimbursement with respect to any portion of such indebtedness that is attributable to borrowings by the Parallel Fund and/or such Alternative Investment Vehicles, as applicable; provided that (i) the aggregate amount of indebtedness incurred by the Partnership shall not exceed 30% of aggregate Capital Commitments (calculated at the time the indebtedness is incurred) and (ii) the Partnership shall not incur indebtedness to the General Partner or any of its Affiliates, including the Principal, upon any less favorable terms than the Partnership would receive from a third-party, as reasonably determined by the General Partner; provided further that any such indebtedness pursuant to this clause (ii) shall be disclosed in writing to the Advisory Committee. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Borrowing from description (a) The Partnership may incur indebtedness for borrowed money, including on a joint and several basis with the Parallel Fund or any Alternative Investment Vehicles. to the extent the Partnership has a right of contribution, subrogation or reimbursement with respect to any portion of such indebtedness that is attributable to borrowings by the Parallel Fund and/or such Alternative Investment Vehicles, as applicable; provided that (i) the aggregate amount of indebtedness incurred by the Partnership shall not exceed 30% of aggregate Capital Commitments (calculated at the time the indebtedness is incurred) and (ii) the Partnership shall not incur indebtedness to the General Partner or any of its Affiliates, including the Principal, upon any less favorable terms than the Partnership would receive from a third-party, as reasonably determined by the General Partner; provided further that any such indebtedness pursuant to this clause (ii) shall be disclosed in writing to the Advisory Committee. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term UBTI/ECI from description Following was deleted: UBTI; ECI. The Partnership may engage in transactions (including transactions described in Section 6.2) that will cause Tax Exempt Partners and Non-U.S. Partners to recognize UBTI or ECI, respectively, as a result of their investment in the Partnership. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term UBTI/ECI from description Following was deleted: UBTI; ECI. The Partnership may engage in transactions (including transactions described in Section 6.2) that will cause Tax Exempt Partners and Non-U.S. Partners to recognize UBTI or ECI, respectively, as a result of their investment in the Partnership. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Warehousing from description The Partners agree that the General Partner has the ability to cause the Partnership to make certain investments relating to transactions with respect to which the Management Company or Affiliates thereof, in anticipation of the formation of the Partnership or future Investment, have or will have entered into an agreement or agreement in principle prior to the Partnership’s investment in the Investment. In the event the General Partner expects the Partnership to acquire any warehoused investments, it will provide prospective and existing investors with additional disclosure and details pertaining to such investments. As a general matter, any such warehoused investment will typically be acquired at cost with no interest thereon. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Warehousing from description The Partners agree that the General Partner has the ability to cause the Partnership to make certain investments relating to transactions with respect to which the Management Company or Affiliates thereof, in anticipation of the formation of the Partnership or future Investment, have or will have entered into an agreement or agreement in principle prior to the Partnership’s investment in the Investment. In the event the General Partner expects the Partnership to acquire any warehoused investments, it will provide prospective and existing investors with additional disclosure and details pertaining to such investments. As a general matter, any such warehoused investment will typically be acquired at cost with no interest thereon. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Certain Tax Matters from description Tax see 6.14 redline is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Certain Tax Matters from description Tax see 6.14 redline is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}