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cupcakeLPAParsingTest

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###Human: Determine if the accounting term GP Commitment from description The General Partner, its Affiliates and/or the Principals will make aggregate commitment(s) to the Partnership equal to the less of (i) one hundred thousand dollars ($100,000) or (ii) two percent (2%) of Commitments. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term GP Commitment from description The General Partner, its Affiliates and/or the Principals will make aggregate commitment(s) to the Partnership equal to the less of (i) one hundred thousand dollars ($100,000) or (ii) two percent (2%) of Commitments. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee from description The Partnership will pay the General Partner or the Management Company a management fee (the "Management Fee") quarterly in advance at a rate equal to three and one half percent (3.5%) per annum (the "Base Rate") of aggregate Commitments of the Limited Partners. Notwithstanding the foregoing, commencing with the first fiscal quarter beginning after the third (3rd) anniversary of the fund, the Base Rate shall be reduced to one percent (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 Management Fee from description The Partnership will pay the General Partner or the Management Company a management fee (the "Management Fee") quarterly in advance at a rate equal to three and one half percent (3.5%) per annum (the "Base Rate") of aggregate Commitments of the Limited Partners. Notwithstanding the foregoing, commencing with the first fiscal quarter beginning after the third (3rd) anniversary of the fund, the Base Rate shall be reduced to one percent (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 Management Fee Offset from description One hundred percent (100%) of the net proceeds of any directors’ fees, including options, warrants and other non-cash forms of compensation, any consulting fees and/or any transaction fees, closing fees or break-up fees in connection with an investment or potential investment with respect to Portfolio Companies received by a Covered Person (collectively, “Offset Fees”) will be applied to reduce the Management Fees subsequently payable by the Limited Partners pro rata in accordance with the Limited Partners’ Capital Contributions, or in the case of a potential investment, in accordance with the Limited Partners’ Commitments. is 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 One hundred percent (100%) of the net proceeds of any directors’ fees, including options, warrants and other non-cash forms of compensation, any consulting fees and/or any transaction fees, closing fees or break-up fees in connection with an investment or potential investment with respect to Portfolio Companies received by a Covered Person (collectively, “Offset Fees”) will be applied to reduce the Management Fees subsequently payable by the Limited Partners pro rata in accordance with the Limited Partners’ Capital Contributions, or in the case of a potential investment, in accordance with the Limited Partners’ Commitments. is 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 Capital calls may be required from time to time until the earlier of (x) five (5) years from the Initial Closing (the “Investment Period”); and (y) the affirmative vote of eighty percent (80%) in Interest of the Limited Partners to terminate the Investment Period. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Investment Period from description Capital calls may be required from time to time until the earlier of (x) five (5) years from the Initial Closing (the “Investment Period”); and (y) the affirmative vote of eighty percent (80%) in Interest of the Limited Partners to terminate the Investment Period. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Term from description Ten (10) years after the Initial Closing, subject to extension by the General Partner, in its sole discretion, for up to two (2) additional one (l)-year periods, provided, that upon the conclusion of such extensions, the General Partner may extend the Partnership’s term for additional one-year periods with the prior consent of the Advisory Committee or a Majority in Interest of the Limited Partners; is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Term from description Ten (10) years after the Initial Closing, subject to extension by the General Partner, in its sole discretion, for up to two (2) additional one (l)-year periods, provided, that upon the conclusion of such extensions, the General Partner may extend the Partnership’s term for additional one-year periods with the prior consent of the Advisory Committee or a Majority in Interest of the Limited Partners; is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reinvestment of Capital from description In connection with the disposition of a Portfolio Company, or portion thereof, the General Partner shall be authorized to either (a) reinvest (or reserve for reinvestment) all or part of such proceeds up to an amount equivalent to the cost basis of the investment in such Portfolio Company, or use (or reserve) the proceeds equivalent to such amount for the payment of Partnership Expenses (including the Management Fee), or (b) make distributions to the Partners that increase each Partner’s Unfunded Commitment by an amount equal to the amounts distributed to it (and such amounts will be subject to recall by the Partnership for any purpose that Capital Contributions may be called). Notwithstanding the foregoing, the aggregate cost basis of all investments in Portfolio Companies made by the Partnership will not exceed one hundred and twenty percent (120%) of aggregate 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 Reinvestment of Capital from description In connection with the disposition of a Portfolio Company, or portion thereof, the General Partner shall be authorized to either (a) reinvest (or reserve for reinvestment) all or part of such proceeds up to an amount equivalent to the cost basis of the investment in such Portfolio Company, or use (or reserve) the proceeds equivalent to such amount for the payment of Partnership Expenses (including the Management Fee), or (b) make distributions to the Partners that increase each Partner’s Unfunded Commitment by an amount equal to the amounts distributed to it (and such amounts will be subject to recall by the Partnership for any purpose that Capital Contributions may be called). Notwithstanding the foregoing, the aggregate cost basis of all investments in Portfolio Companies made by the Partnership will not exceed one hundred and twenty percent (120%) of aggregate 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 Capital Contributions from description The Partners shall make Capital Contributions to the Partnership in immediately available funds upon at least ten (10) Business Days’ notice; provided, that the General Partner may, and intends to, make an initial call of Capital Contributions on less than ten (10) Business Days’ notice at the Initial Closing. The General Partner will call Capital Contributions in accordance with and generally in proportion to the Partners respective Unfunded Commitments, subject to any adjustments pursuant to Section 3.1, and at such times and in such amounts as determined by the General Partner in its discretion for any Partnership Expenses and any other matter determined appropriate by the General Partner (the “Contribution Amount”); provided that if the General Partner calls Capital Contributions for the Management Fee, the General Partner will call Capital Contributions based on the Management Fee allocable to each such Limited Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Capital Contributions from description The Partners shall make Capital Contributions to the Partnership in immediately available funds upon at least ten (10) Business Days’ notice; provided, that the General Partner may, and intends to, make an initial call of Capital Contributions on less than ten (10) Business Days’ notice at the Initial Closing. The General Partner will call Capital Contributions in accordance with and generally in proportion to the Partners respective Unfunded Commitments, subject to any adjustments pursuant to Section 3.1, and at such times and in such amounts as determined by the General Partner in its discretion for any Partnership Expenses and any other matter determined appropriate by the General Partner (the “Contribution Amount”); provided that if the General Partner calls Capital Contributions for the Management Fee, the General Partner will call Capital Contributions based on the Management Fee allocable to each such Limited Partner. is Foundational, Manual, or Non-Foundational and add a comment 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 Each Limited Partner’s preliminary share of Available Proceeds will be further divided between such Limited Partner and the General Partner in the following priority and manner: (i) First, one hundred percent (100%) to the Limited Partner until such time as the Limited Partner has received aggregate distributions pursuant to this Section 4.2(a)(i) equal to the Limited Partner’s share of (A) aggregate Capital Contributions for such Portfolio Company, (B) unrecouped losses from Portfolio Companies previously disposed of or written off and (C) allocable Partnership Expenses (as determined pursuant to Section 4.2(e) below); and (ii) Thereafter, eighty percent (80%) to the Limited Partner and twenty percent (20%) to the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Distributions Waterfall from description Each Limited Partner’s preliminary share of Available Proceeds will be further divided between such Limited Partner and the General Partner in the following priority and manner: (i) First, one hundred percent (100%) to the Limited Partner until such time as the Limited Partner has received aggregate distributions pursuant to this Section 4.2(a)(i) equal to the Limited Partner’s share of (A) aggregate Capital Contributions for such Portfolio Company, (B) unrecouped losses from Portfolio Companies previously disposed of or written off and (C) allocable Partnership Expenses (as determined pursuant to Section 4.2(e) below); and (ii) Thereafter, eighty percent (80%) to the Limited Partner and twenty percent (20%) to the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Borrowing from description The Partnership shall be permitted to incur debt (“Bridge Financing”) for any purpose for which Capital Contributions may be called under this Agreement, including, without limitation, to fund the investment in a Portfolio Company or pay Partnership Expenses, pending the satisfaction of a capital call issued pursuant to Section 3.1 or Section 3.2(a); provided that each Bridge Financing, and any other indebtedness, guarantee or leverage of the Partnership, is for a non-renewable term that is no longer than one hundred and twenty (120) days (which, for the avoidance of doubt, does not apply to any guarantee by the Partnership of obligations of a Portfolio Company, up to the amount of the Partnership’s investment in the Portfolio Company); provided, further that any Bridge Financing, together with any issuance of debt obligations, guarantees by the Partnership of obligations of a Portfolio Company or any other leverage incurred by the Partnership, shall not exceed fifteen percent (15%) of is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Borrowing from description The Partnership shall be permitted to incur debt (“Bridge Financing”) for any purpose for which Capital Contributions may be called under this Agreement, including, without limitation, to fund the investment in a Portfolio Company or pay Partnership Expenses, pending the satisfaction of a capital call issued pursuant to Section 3.1 or Section 3.2(a); provided that each Bridge Financing, and any other indebtedness, guarantee or leverage of the Partnership, is for a non-renewable term that is no longer than one hundred and twenty (120) days (which, for the avoidance of doubt, does not apply to any guarantee by the Partnership of obligations of a Portfolio Company, up to the amount of the Partnership’s investment in the Portfolio Company); provided, further that any Bridge Financing, together with any issuance of debt obligations, guarantees by the Partnership of obligations of a Portfolio Company or any other leverage incurred by the Partnership, shall not exceed fifteen percent (15%) of is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

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

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

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

###Human: Determine if the accounting term In-Kind Distributions from description Prior to the winding up and dissolution of the Partnership, the General Partner may distribute cash or Marketable Securities as distributions in kind. Upon the winding up and dissolution of the Partnership, the General Partner may also distribute any other securities or other property as distributions in kind pursuant to Section 12.3. In the event that a distribution of Marketable Securities or other securities or property is made, such securities or property shall be deemed to have been sold at their Fair Market Value measured on the date of such distribution and the available proceeds of such sale shall be deemed to have been distributed as Available Proceeds to the Partners pursuant to Section 4.2. Distributions of Marketable Securities and, upon winding up, liquidation and dissolution of the Partnership, distributions of any other securities or other property shall be made in proportion to the aggregate amounts that would be distributed to each Partner pursuant to Section 4.2, as d is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term In-Kind Distributions from description Prior to the winding up and dissolution of the Partnership, the General Partner may distribute cash or Marketable Securities as distributions in kind. Upon the winding up and dissolution of the Partnership, the General Partner may also distribute any other securities or other property as distributions in kind pursuant to Section 12.3. In the event that a distribution of Marketable Securities or other securities or property is made, such securities or property shall be deemed to have been sold at their Fair Market Value measured on the date of such distribution and the available proceeds of such sale shall be deemed to have been distributed as Available Proceeds to the Partners pursuant to Section 4.2. Distributions of Marketable Securities and, upon winding up, liquidation and dissolution of the Partnership, distributions of any other securities or other property shall be made in proportion to the aggregate amounts that would be distributed to each Partner pursuant to Section 4.2, as d is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term General Partner Clawback from description As promptly as practicable (but not more than ninety (90) days) after the liquidation of the Partnership, the General Partner shall determine, with respect to each Limited Partner, whether (i) the amount by which such Limited Partner’s aggregate Capital Contributions exceeds any distributions received by the Limited Partner and not returned; and (ii) the amount of the aggregate distributions made to the General Partner, with respect to such Limited Partner, on account of its Carried Interest, exceeds an amount equal to 20% of the cumulative profits of the Partnership paid to such Limited Partner and the General Partner in respect of such Limited Partner. In the event there is an excess amount under clause (i) or clause (ii), the General Partner shall contribute to the Partnership for distribution to such Limited Partner an amount (the “Clawback Amount”) equal to the excess amount, or if there is an excess amount under both clauses (i) and (ii), the greater of two excess amounts. Notwit is Foundational, Manual, or Non-Foundational and add a comment 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 As promptly as practicable (but not more than ninety (90) days) after the liquidation of the Partnership, the General Partner shall determine, with respect to each Limited Partner, whether (i) the amount by which such Limited Partner’s aggregate Capital Contributions exceeds any distributions received by the Limited Partner and not returned; and (ii) the amount of the aggregate distributions made to the General Partner, with respect to such Limited Partner, on account of its Carried Interest, exceeds an amount equal to 20% of the cumulative profits of the Partnership paid to such Limited Partner and the General Partner in respect of such Limited Partner. In the event there is an excess amount under clause (i) or clause (ii), the General Partner shall contribute to the Partnership for distribution to such Limited Partner an amount (the “Clawback Amount”) equal to the excess amount, or if there is an excess amount under both clauses (i) and (ii), the greater of two excess amounts. Notwit is Foundational, Manual, or Non-Foundational and add a comment 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 Section 4.10 contains an LP clawback. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

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

###Human: Determine if the accounting term Organizational Expenses from description The Partnership shall bear all expenses incidental to the organization of the Partnership and related entities (the "Organizational Expenses"), up to $100,000. The General Partner shall bear all Organizational Expenses in excess of $100,000, unless otherwise approved by the Advisory Committee or a Majority in Interest of the Limited Partners. Such Organizational Expenses include, without limitation, fees, costs and expenses related to the offering of Interests to prospective investors. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Organizational Expenses from description The Partnership shall bear all expenses incidental to the organization of the Partnership and related entities (the "Organizational Expenses"), up to $100,000. The General Partner shall bear all Organizational Expenses in excess of $100,000, unless otherwise approved by the Advisory Committee or a Majority in Interest of the Limited Partners. Such Organizational Expenses include, without limitation, fees, costs and expenses related to the offering of Interests to prospective investors. is 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 Accounts (3.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Capital Accounts (3.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

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

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

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

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

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

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

###Human: Determine if the accounting term Profit or Loss (6.1) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Profit or Loss (6.1) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":true}

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

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

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

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

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

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

###Human: Determine if the accounting term Tax Allocations (6.4) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Tax Allocations (6.4) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Other Allocation Rules (6.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Other Allocation Rules (6.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Code Section 83 Safe Harbor Election (13.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Code Section 83 Safe Harbor Election (13.5) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term UBTI/ECI (13.7) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term UBTI/ECI (13.7) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

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

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

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

###Human: Determine if the accounting term Reports from description The General Partner will use reasonable efforts to send to each Limited Partner annual financial statements within one hundred and twenty (120) days after the end of each fiscal year. For the first three quarters of each year, each Limited Partner will be furnished with unaudited financial statements, a statement of capital account and a schedule of new and existing investments. is 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 General Partner will use reasonable efforts to send to each Limited Partner annual financial statements within one hundred and twenty (120) days after the end of each fiscal year. For the first three quarters of each year, each Limited Partner will be furnished with unaudited financial statements, a statement of capital account and a schedule of new and existing investments. is 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 See Section 9.1. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

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

###Human: Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: Yes, as an organizational expense (which are capped at $100K. Is the management fee offset by any such placement fees: No is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: Yes, as an organizational expense (which are capped at $100K. Is the management fee offset by any such placement fees: No is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

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

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

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

###Human: Determine if the accounting term Investment Period / Term 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 Investment Period / Term 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 Capital Contributions from description See "closings" - no capital contribution schedule. “Deemed Contribution” shall mean a Capital Contribution made by the Founder Investor that is deemed to have been made by or on behalf of another 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 Capital Contributions from description See "closings" - no capital contribution schedule. “Deemed Contribution” shall mean a Capital Contribution made by the Founder Investor that is deemed to have been made by or on behalf of another 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 - Mandatory from description Except as otherwise provided herein, Available Cash of a Series shall be distributed promptly after receipt by the Series. is Foundational, Manual, 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 Except as otherwise provided herein, Available Cash of a Series shall be distributed promptly after receipt by the Series. is Foundational, Manual, 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 Available Cash with respect to such Series shall be distributed among the Members in accordance with their Sharing Percentages in such Series; provided, however, that to the extent any Member’s Sharing Percentage is increased by way of a Deemed Contribution, such Member shall receive distributions pursuant to this Section 6.1 only to the extent such distributions exceed the distributions that would have been made to such Member with respect to such Series if, in determining the Sharing Percentages with respect to a Series, the Deemed Contributions with respect to such Member and such Series were treated as made by the Founder Investor, rather than by such Member. Notwithstanding anything contained herein to the contrary, with respect to each Interest held by a Member which is subject to a Distribution Threshold (a “Distribution Threshold Interest”), such Distribution Threshold Interest shall be entitled to share in distributions under Section 6.1 or Section 6.2 only after there has be is 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 - Discretionary from description Available Cash with respect to such Series shall be distributed among the Members in accordance with their Sharing Percentages in such Series; provided, however, that to the extent any Member’s Sharing Percentage is increased by way of a Deemed Contribution, such Member shall receive distributions pursuant to this Section 6.1 only to the extent such distributions exceed the distributions that would have been made to such Member with respect to such Series if, in determining the Sharing Percentages with respect to a Series, the Deemed Contributions with respect to such Member and such Series were treated as made by the Founder Investor, rather than by such Member. Notwithstanding anything contained herein to the contrary, with respect to each Interest held by a Member which is subject to a Distribution Threshold (a “Distribution Threshold Interest”), such Distribution Threshold Interest shall be entitled to share in distributions under Section 6.1 or Section 6.2 only after there has be is 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 Return of Distributions from description Notwithstanding any other provision of this Agreement, the Manager may require the Members to return distributions to a Series in an amount sufficient to satisfy all or any portion of the indemnification obligations or other liabilities of such Series, whether such obligations or liabilities arise before or after the end of the term of the Series or, with respect to any Member, before or after such Member’s withdrawal from the Series. Each Member’s obligation to return distributions shall be calculated in proportion to their Sharing Percentage in respect of such Series. The obligation to return distributions pursuant to this Section 9.6(h) shall be borne pro rata by the Members and the Manager, and shall be effected on a “last distributed, first returned” basis with respect to distributions. is Foundational, Manual, 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 Return of Distributions from description Notwithstanding any other provision of this Agreement, the Manager may require the Members to return distributions to a Series in an amount sufficient to satisfy all or any portion of the indemnification obligations or other liabilities of such Series, whether such obligations or liabilities arise before or after the end of the term of the Series or, with respect to any Member, before or after such Member’s withdrawal from the Series. Each Member’s obligation to return distributions shall be calculated in proportion to their Sharing Percentage in respect of such Series. The obligation to return distributions pursuant to this Section 9.6(h) shall be borne pro rata by the Members and the Manager, and shall be effected on a “last distributed, first returned” basis with respect to distributions. is Foundational, Manual, 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 Each Person who is a signatory to this Agreement, and each Person admitted as a Member of the Company pursuant to the terms of this Agreement, shall (i) be admitted to the Company and a Series as a Member in the discretion of the Manager after contributing capital to the Company (including, for the avoidance of doubt, through a Deemed Contribution) and such Series as set forth in the Member’s subscription agreement for an interest in the Company and such Series or executing a joinder agreement in accordance with Section 8.1 hereof, as applicable, and (ii) shall continue to be a Member of the Company and such Series until such Person ceases to be a Member in accordance with the provisions of this Agreement. The Founder Investor may, in its sole and absolute discretion, make one or more Deemed Contributions on behalf of any Member with respect to one or more Series. is Foundational, Manual, or Non-Foundational and add a comment 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 Each Person who is a signatory to this Agreement, and each Person admitted as a Member of the Company pursuant to the terms of this Agreement, shall (i) be admitted to the Company and a Series as a Member in the discretion of the Manager after contributing capital to the Company (including, for the avoidance of doubt, through a Deemed Contribution) and such Series as set forth in the Member’s subscription agreement for an interest in the Company and such Series or executing a joinder agreement in accordance with Section 8.1 hereof, as applicable, and (ii) shall continue to be a Member of the Company and such Series until such Person ceases to be a Member in accordance with the provisions of this Agreement. The Founder Investor may, in its sole and absolute discretion, make one or more Deemed Contributions on behalf of any Member with respect to one or more Series. is Foundational, Manual, or Non-Foundational and add a comment 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 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 In-Kind 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 Fund Expenses from description Each Series will bear all other expenses incidental to its operations and business, including (i) fees and charges of custodians, (ii) income taxes, withholding taxes, transfer taxes and other governmental charges and duties, (iii) fees of any accountants, administrators, legal advisors and independent auditors providing services to the Company or such Series, (iv) the Series’ share of the cost of maintaining the Company’s registered office in Delaware and the annual return fee payable by the Company to the Secretary of State for the State of Delaware, (v) consultant and other services provider expenses deemed desirable in the sole discretion of the Manager, (vi) the cost of insurance premiums (if any), including, without limitation, the cost of director and officer liability insurance policies, (vii) the Manager’s travel, lodging and related expenses, (viii) due diligence, underwriting and other similar expenses, and (ix) all similar ongoing operational expenses. Each Series will pay is 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 Each Series will bear all other expenses incidental to its operations and business, including (i) fees and charges of custodians, (ii) income taxes, withholding taxes, transfer taxes and other governmental charges and duties, (iii) fees of any accountants, administrators, legal advisors and independent auditors providing services to the Company or such Series, (iv) the Series’ share of the cost of maintaining the Company’s registered office in Delaware and the annual return fee payable by the Company to the Secretary of State for the State of Delaware, (v) consultant and other services provider expenses deemed desirable in the sole discretion of the Manager, (vi) the cost of insurance premiums (if any), including, without limitation, the cost of director and officer liability insurance policies, (vii) the Manager’s travel, lodging and related expenses, (viii) due diligence, underwriting and other similar expenses, and (ix) all similar ongoing operational expenses. Each Series will pay is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

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

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

###Human: Determine if the accounting term Audit from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment 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 Company will furnish to each Member with copies of information received from the issuer of the securities held by the Series in which the Member is invested. Except as otherwise set forth herein, the Company shall not otherwise prepare financial reports (audited or unaudited) for its Members unless otherwise determined by the Members. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Reports from description The Company will furnish to each Member with copies of information received from the issuer of the securities held by the Series in which the Member is invested. Except as otherwise set forth herein, the Company shall not otherwise prepare financial reports (audited or unaudited) for its Members unless otherwise determined by the Members. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description The Company will furnish to the Members all information regarding the Company necessary to permit the Members to file their tax returns on a timely basis, including without limitation Schedule(s) K-1 for any taxable year as soon as practical. is Foundational, Manual, or Non-Foundational and add a comment 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 Company will furnish to the Members all information regarding the Company necessary to permit the Members to file their tax returns on a timely basis, including without limitation Schedule(s) K-1 for any taxable year as soon as practical. is Foundational, Manual, or Non-Foundational and add a comment 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 Note, they've given the fund a series LP naming convention, but this doc is for a normal limited partnership, not a series limited partnership. is Foundational, Manual, or Non-Foundational and add a comment 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 Note, they've given the fund a series LP naming convention, but this doc is for a normal limited partnership, not a series limited partnership. is Foundational, Manual, or Non-Foundational and add a comment 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 (b) The Management Fee for each Fee Date payable to the General Partner (or the Management Company) shall be an amount equal to the aggregate Capital Commitments of all Limited Partners multiplied by the Management Fee Percentage. The “Management Fee Percentage” shall initially be 0.75% (i.e., 3.0% annually); subject to further reductions as described below. The Management Fee Percentage used in computing the Management Fee payable to the General Partner (or the Management Company) shall be reduced commencing on the first Fee Date following the fourth (4th) anniversary of the Activation Date to 0.375% (i.e., 1.5% annually) until the first Fee Date following the tenth (10th) anniversary of the Activation Date. The Management Fee Percentage used in computing the Management Fee payable to the General Partner (or the Management Company) shall be further reduced commencing on the first Fee Date following the tenth (10th) anniversary of the Activation Date (subject to the extension of the is Foundational, Manual, or Non-Foundational and add a comment 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 (b) The Management Fee for each Fee Date payable to the General Partner (or the Management Company) shall be an amount equal to the aggregate Capital Commitments of all Limited Partners multiplied by the Management Fee Percentage. The “Management Fee Percentage” shall initially be 0.75% (i.e., 3.0% annually); subject to further reductions as described below. The Management Fee Percentage used in computing the Management Fee payable to the General Partner (or the Management Company) shall be reduced commencing on the first Fee Date following the fourth (4th) anniversary of the Activation Date to 0.375% (i.e., 1.5% annually) until the first Fee Date following the tenth (10th) anniversary of the Activation Date. The Management Fee Percentage used in computing the Management Fee payable to the General Partner (or the Management Company) shall be further reduced commencing on the first Fee Date following the tenth (10th) anniversary of the Activation Date (subject to the extension of the is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Investment Period from description Except as it may be suspended pursuant to paragraph 4.6, the Investment Period shall mean the period beginning on the Initial Closing Date and terminating upon the fourth (4th) anniversary of the Activation Date, subject to the to the General Partner’s ability to extend the Investment Period for two (2) consecutive additional one (1)-year periods in its sole discretion and an additional consecutive one (1)-year period with the consent of a Majority in Interest of the Limited Partners, or such earlier date as determined by the General Partner following the satisfaction of the Successor Fund Test is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Investment Period from description Except as it may be suspended pursuant to paragraph 4.6, the Investment Period shall mean the period beginning on the Initial Closing Date and terminating upon the fourth (4th) anniversary of the Activation Date, subject to the to the General Partner’s ability to extend the Investment Period for two (2) consecutive additional one (1)-year periods in its sole discretion and an additional consecutive one (1)-year period with the consent of a Majority in Interest of the Limited Partners, or such earlier date as determined by the General Partner following the satisfaction of the Successor Fund Test is Foundational, Manual, or Non-Foundational and add a comment 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 During the Investment Period, the General Partner may, in its sole discretion, make any assets otherwise available for distribution pursuant to paragraph 7.5 available to be reinvested in Securities of Portfolio Companies in accordance with the terms of this Agreement; provided, however, the General Partner shall not reinvest an amount more than twenty percent (20%) of the aggregate Capital Commitments of the Partnership without the approval of a Majority in Interest of the Limited Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Reinvestment of Capital from description During the Investment Period, the General Partner may, in its sole discretion, make any assets otherwise available for distribution pursuant to paragraph 7.5 available to be reinvested in Securities of Portfolio Companies in accordance with the terms of this Agreement; provided, however, the General Partner shall not reinvest an amount more than twenty percent (20%) of the aggregate Capital Commitments of the Partnership without the approval of a Majority in Interest of the Limited Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description Initial contribution upon admission of 20%. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Capital Contributions from description Initial contribution upon admission of 20%. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Cashless Contributions from description Please see LPA Section 4.3. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Cashless Contributions from description Please see LPA Section 4.3. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Closings from description Notwithstanding paragraph 3.2(a), one or more Persons may be admitted to the Partnership as additional Limited Partners (“Additional Partners”) or existing Limited Partners may increase their Capital Commitments (such existing Limited Partners are referred to herein as Additional Partners for purposes of this Agreement to the extent of such Capital Commitment increase) with the consent of only the General Partner on or before [the date twelve (12) months following the Initial Closing Date] (the “Final Closing Date”)[, subject to the General Partner’s right to extend the Final Closing Date by an additional six (6) months in its sole discretion]; provided that after such admission (or Capital Commitment increase), the aggregate amount of capital committed to the Partnership and all Parallel Funds does not exceed eighty million dollars( $80,000,000). Late admission interest charge is used, 12% per annum is the figure. is 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 Notwithstanding paragraph 3.2(a), one or more Persons may be admitted to the Partnership as additional Limited Partners (“Additional Partners”) or existing Limited Partners may increase their Capital Commitments (such existing Limited Partners are referred to herein as Additional Partners for purposes of this Agreement to the extent of such Capital Commitment increase) with the consent of only the General Partner on or before [the date twelve (12) months following the Initial Closing Date] (the “Final Closing Date”)[, subject to the General Partner’s right to extend the Final Closing Date by an additional six (6) months in its sole discretion]; provided that after such admission (or Capital Commitment increase), the aggregate amount of capital committed to the Partnership and all Parallel Funds does not exceed eighty million dollars( $80,000,000). Late admission interest charge is used, 12% per annum is the figure. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Audit from description No (for now). Notwithstanding the foregoing, at the request of a Majority in Interest of the Limited Partners, and at the expense of the Partnership, the General Partner shall cause the financial statements of the Partnership to be audited in accordance with GAAP by a regional or nationally recognized accounting firm as soon as reasonably practicable. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Audit from description No (for now). Notwithstanding the foregoing, at the request of a Majority in Interest of the Limited Partners, and at the expense of the Partnership, the General Partner shall cause the financial statements of the Partnership to be audited in accordance with GAAP by a regional or nationally recognized accounting firm as soon as reasonably practicable. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term K-1 Timing from description (a) The General Partner shall use commercially reasonable efforts to cause IRS Form 1065, Schedule K-1, and any other tax information reasonably requested by a Limited Partner to be prepared and delivered to the Limited Partners as soon as reasonably practicable after the close of each fiscal year of the Partnership. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term K-1 Timing from description (a) The General Partner shall use commercially reasonable efforts to cause IRS Form 1065, Schedule K-1, and any other tax information reasonably requested by a Limited Partner to be prepared and delivered to the Limited Partners as soon as reasonably practicable after the close of each fiscal year of the Partnership. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

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

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

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

###Human: Determine if the accounting term Fund Control Structure from description Delaware limited partnership. GP is 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 limited partnership. GP is 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 1%. (i) Effective as of the Initial Closing, the Management Company irrevocably elects to waive a portion of the Management Fee to which the Management Company is otherwise entitled under Section 6.8(c) by an amount equal to [75] percent of the General Partner’s Capital Commitment (the "Cashless Capital Contribution Amount") and, in lieu thereof, the General Partner shall be deemed to have satisfied a corresponding portion of its obligation to make capital contributions pursuant to Section 3.2(c). The waiver described in the preceding sentence shall be applied by reducing each payment of Management Fee otherwise payable to the Management Company by [20] percent until such time as the aggregate amount of such reductions equals the Cashless Capital Contribution Amount (with the amount of the last such reduction adjusted to the extent necessary so that the aggregate amount of such reductions does not exceed the Cashless Capital Contribution Amount). The Partnership's payment obligation is Foundational, Manual, or Non-Foundational and add a comment 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 1%. (i) Effective as of the Initial Closing, the Management Company irrevocably elects to waive a portion of the Management Fee to which the Management Company is otherwise entitled under Section 6.8(c) by an amount equal to [75] percent of the General Partner’s Capital Commitment (the "Cashless Capital Contribution Amount") and, in lieu thereof, the General Partner shall be deemed to have satisfied a corresponding portion of its obligation to make capital contributions pursuant to Section 3.2(c). The waiver described in the preceding sentence shall be applied by reducing each payment of Management Fee otherwise payable to the Management Company by [20] percent until such time as the aggregate amount of such reductions equals the Cashless Capital Contribution Amount (with the amount of the last such reduction adjusted to the extent necessary so that the aggregate amount of such reductions does not exceed the Cashless Capital Contribution Amount). The Partnership's payment obligation is Foundational, Manual, or Non-Foundational and add a comment 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 (A) The annual Management Fee rate initially shall be 4.0 percent of the aggregate Capital Commitments of the Limited Partners. Commencing with the first complete fiscal quarter following the fourth anniversary of the Initial Closing, the annual Management Fee rate shall 2.0 percent of the aggregate Capital Commitments of the Limited Partners. Commencing with the first complete fiscal quarter following the eighth anniversary of the Initial Closing through the tenth anniversary of the Initial Closing, the annual Management Fee rate shall 0.50 percent of the aggregate Capital Commitments of the Limited Partners. Thereafter, the Partnership shall not pay a Management Fee. (B) In addition to the Management Fee otherwise payable to the Management Company under this Section 6.8(c), the Management Company shall receive a special payment of Management Fee at the time of each admission of an Additional Limited Partner or increase in the Capital Commitment of an existing Partner. Such spec is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Management Fee from description (A) The annual Management Fee rate initially shall be 4.0 percent of the aggregate Capital Commitments of the Limited Partners. Commencing with the first complete fiscal quarter following the fourth anniversary of the Initial Closing, the annual Management Fee rate shall 2.0 percent of the aggregate Capital Commitments of the Limited Partners. Commencing with the first complete fiscal quarter following the eighth anniversary of the Initial Closing through the tenth anniversary of the Initial Closing, the annual Management Fee rate shall 0.50 percent of the aggregate Capital Commitments of the Limited Partners. Thereafter, the Partnership shall not pay a Management Fee. (B) In addition to the Management Fee otherwise payable to the Management Company under this Section 6.8(c), the Management Company shall receive a special payment of Management Fee at the time of each admission of an Additional Limited Partner or increase in the Capital Commitment of an existing Partner. Such spec is 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 Notwithstanding the provisions of Section 6.8(c), if expenses which qualify as Partnership Expenses under clause (i) of Section 6.7(b) (other than indemnification and litigation expenses also described in clause (vi) of Section 6.7(b)) exceed $250,000, the Management Fee payable to the General Partner shall be reduced by an amount equal to such excess (with such reduction to be applied in ratable portions against the Management Fee payable over the four years following the date(s) on which such excess expenses are incurred). (A) If any GP Related Person receives Fees Subject to Offset, future Management Fees payable by the Partnership to the Management Company shall be reduced by an aggregate amount equal to 100 percent of such Fees Subject to Offset (the "Management Fee Offset") (starting with the fiscal quarter immediately following the receipt of any such Fees Subject to Offset). For purposes of this Agreement, "Fees Subject to Offset" shall mean transaction, commitment, break-up, is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Management Fee Offset from description Notwithstanding the provisions of Section 6.8(c), if expenses which qualify as Partnership Expenses under clause (i) of Section 6.7(b) (other than indemnification and litigation expenses also described in clause (vi) of Section 6.7(b)) exceed $250,000, the Management Fee payable to the General Partner shall be reduced by an amount equal to such excess (with such reduction to be applied in ratable portions against the Management Fee payable over the four years following the date(s) on which such excess expenses are incurred). (A) If any GP Related Person receives Fees Subject to Offset, future Management Fees payable by the Partnership to the Management Company shall be reduced by an aggregate amount equal to 100 percent of such Fees Subject to Offset (the "Management Fee Offset") (starting with the fiscal quarter immediately following the receipt of any such Fees Subject to Offset). For purposes of this Agreement, "Fees Subject to Offset" shall mean transaction, commitment, break-up, is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Investment Period from description Investment Period shall mean the period beginning with the Initial Closing and continuing until the Close of Business at the end of the fifth full Fiscal Year of the Partnership. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Investment Period from description Investment Period shall mean the period beginning with the Initial Closing and continuing until the Close of Business at the end of the fifth full Fiscal Year of the Partnership. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Term from description The "Term" of the Partnership shall commence at the time of the Initial Closing and shall continue until the Close of Business on the 10th anniversary of the Initial Closing; provided, however, that the General Partner may extend the Term of the Partnership for up to two periods of one year each. Except as specifically provided in Section 8.1, the Partnership shall not be Dissolved prior to the end of its Term. GP and a majority in interest of LPs may elect to terminate the Fund early. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Term from description The "Term" of the Partnership shall commence at the time of the Initial Closing and shall continue until the Close of Business on the 10th anniversary of the Initial Closing; provided, however, that the General Partner may extend the Term of the Partnership for up to two periods of one year each. Except as specifically provided in Section 8.1, the Partnership shall not be Dissolved prior to the end of its Term. GP and a majority in interest of LPs may elect to terminate the Fund early. is Foundational, Manual, or Non-Foundational and add a comment 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 otherwise approved by the LP Advisory Committee or with the consent of a Majority-In-Interest of the Limited Partners, the General Partner shall not cause the Partnership to do any of the following: (iii) Invest, over its entire term, in Portfolio Securities with an aggregate Cost Basis in excess of 120 percent of the aggregate Capital Commitments of the Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Reinvestment of Capital from description Except as otherwise approved by the LP Advisory Committee or with the consent of a Majority-In-Interest of the Limited Partners, the General Partner shall not cause the Partnership to do any of the following: (iii) Invest, over its entire term, in Portfolio Securities with an aggregate Cost Basis in excess of 120 percent of the aggregate Capital Commitments of the Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description Standard capital contributions section. Cash only. Subsequent closings: (i) If an Additional Limited Partner is admitted to the Partnership after the Earliest Initial Closing, such Additional Limited Partner shall, at the time of its admission to the Partnership, make a capital contribution equal to the aggregate capital contributions that would have been due to the Partnership from such Additional Limited Partner pursuant to Section 3.2(a), taking into account any capital contributions returned pursuant to Section 3.9 and any adjustments the General Partner makes pursuant to Section 3.2(b)(v), if such Additional Limited Partner had been admitted at the Initial Closing. Within 10 days of an Additional Limited Partner's admission to the Partnership, such Additional Limited Partner shall pay to the Partnership a "Late Admission Charge" (not a capital contribution) equal to interest on the amount contributed pursuant to the preceding sentence at the Prime Rate (determined as of the Clo is 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 Standard capital contributions section. Cash only. Subsequent closings: (i) If an Additional Limited Partner is admitted to the Partnership after the Earliest Initial Closing, such Additional Limited Partner shall, at the time of its admission to the Partnership, make a capital contribution equal to the aggregate capital contributions that would have been due to the Partnership from such Additional Limited Partner pursuant to Section 3.2(a), taking into account any capital contributions returned pursuant to Section 3.9 and any adjustments the General Partner makes pursuant to Section 3.2(b)(v), if such Additional Limited Partner had been admitted at the Initial Closing. Within 10 days of an Additional Limited Partner's admission to the Partnership, such Additional Limited Partner shall pay to the Partnership a "Late Admission Charge" (not a capital contribution) equal to interest on the amount contributed pursuant to the preceding sentence at the Prime Rate (determined as of the Clo is 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 - Mandatory from description Tax to review Section 5.1 (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":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions - Mandatory from description Tax to review Section 5.1 (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":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions - Discretionary from description (iii) Next, on a separate basis for each Limited Partner, all remaining items apportioned to such Limited Partner pursuant to the Preliminary Apportionment shall be reapportioned between and distributed to such Limited Partner and the General Partner as follows. (A) First, 100 percent to such Limited Partner until such Limited Partner has received distributions pursuant to this Agreement, in the aggregate over the term of the Partnership, at least equal to its aggregate Capital Contributions. (B) Next, (x) 80 percent to such Limited Partner, and (y) 20 percent to the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Distributions - Discretionary from description (iii) Next, on a separate basis for each Limited Partner, all remaining items apportioned to such Limited Partner pursuant to the Preliminary Apportionment shall be reapportioned between and distributed to such Limited Partner and the General Partner as follows. (A) First, 100 percent to such Limited Partner until such Limited Partner has received distributions pursuant to this Agreement, in the aggregate over the term of the Partnership, at least equal to its aggregate Capital Contributions. (B) Next, (x) 80 percent to such Limited Partner, and (y) 20 percent to the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Borrowing from description (a) Except with regard to amounts borrowed for less than 120 days to satisfy short-term needs of the Partnership, the General Partner shall not cause the Partnership to borrow money. The Partnership shall not at any time borrow additional amounts if, as a consequence, the principal amount of the Partnership's indebtedness for borrowed money would exceed 10 percent of the total Capital Commitments of the Partners. The Partnership shall further limit its borrowings to the extent required under Section 6.18(f). At the discretion of the General Partner, the Partnership and the Parallel Funds may provide cross-guarantees of their respective indebtedness. (b) The General Partner may, on behalf of the Partnership and/or for its own account, secure the payment of any indebtedness by mortgage, charge, pledge, lien or assignment of any interest in all or any part of the Partnership's assets (including its bank accounts) as well as the General Partner's right to serve capital call notices on t is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Borrowing from description (a) Except with regard to amounts borrowed for less than 120 days to satisfy short-term needs of the Partnership, the General Partner shall not cause the Partnership to borrow money. The Partnership shall not at any time borrow additional amounts if, as a consequence, the principal amount of the Partnership's indebtedness for borrowed money would exceed 10 percent of the total Capital Commitments of the Partners. The Partnership shall further limit its borrowings to the extent required under Section 6.18(f). At the discretion of the General Partner, the Partnership and the Parallel Funds may provide cross-guarantees of their respective indebtedness. (b) The General Partner may, on behalf of the Partnership and/or for its own account, secure the payment of any indebtedness by mortgage, charge, pledge, lien or assignment of any interest in all or any part of the Partnership's assets (including its bank accounts) as well as the General Partner's right to serve capital call notices on t is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Closings from description (i) The General Partner may hold an Initial Closing of the Partnership and commence admitting Limited Partners upon its acceptance and approval of one or more Subscription Agreements. Thereafter, the General Partner may admit Additional Limited Partners or accept increases in the Capital Commitments of existing Partners, on the same terms as applied at the Initial Closing (subject to Sections 3.2(b) and 4.1(c)), at one or more additional closings held not later than the Close of Business on the date that is 12 months after the Initial Closing. Notwithstanding the foregoing provisions of this Section 3.1(b), in no event shall the aggregate capital commitments of the limited partners (other than any GP Related Persons or their respective estate planning, wealth management and similar vehicles) to the Partnership and the Parallel Funds exceed $40 million. is Foundational, Manual, or Non-Foundational and add a comment 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 (i) The General Partner may hold an Initial Closing of the Partnership and commence admitting Limited Partners upon its acceptance and approval of one or more Subscription Agreements. Thereafter, the General Partner may admit Additional Limited Partners or accept increases in the Capital Commitments of existing Partners, on the same terms as applied at the Initial Closing (subject to Sections 3.2(b) and 4.1(c)), at one or more additional closings held not later than the Close of Business on the date that is 12 months after the Initial Closing. Notwithstanding the foregoing provisions of this Section 3.1(b), in no event shall the aggregate capital commitments of the limited partners (other than any GP Related Persons or their respective estate planning, wealth management and similar vehicles) to the Partnership and the Parallel Funds exceed $40 million. is Foundational, Manual, or Non-Foundational and add a comment 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 GP may distribute "cash or property" is Foundational, Manual, or Non-Foundational and add a comment 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 GP may distribute "cash or property" is Foundational, Manual, or Non-Foundational and add a comment 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 If, after the allocation of all Profits and Losses of the Partnership pursuant to Section 8.3(c), the Capital Account balance of the General Partner is less than zero, the General Partner shall, prior to the application and distribution of the Partnership's assets pursuant to Section 8.3(d), contribute to the capital of the Partnership an amount of cash or property (but only property that was previously distributed to the General Partner or the Management Company by the Partnership) equal to the lesser of: (x) the amount necessary to increase its Capital Account balance to zero, or (y) the aggregate Carried Interest Distributions. At all times prior to completion of the distributions required to be made to the Limited Partners pursuant to Section 8.3(d), the governing documents of the General Partner shall impose upon the members of the General Partner an aggregate (but not "joint and several") obligation to make such payments as are necessary for the satisfaction of the General Partn is Foundational, Manual, or Non-Foundational and add a comment 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 If, after the allocation of all Profits and Losses of the Partnership pursuant to Section 8.3(c), the Capital Account balance of the General Partner is less than zero, the General Partner shall, prior to the application and distribution of the Partnership's assets pursuant to Section 8.3(d), contribute to the capital of the Partnership an amount of cash or property (but only property that was previously distributed to the General Partner or the Management Company by the Partnership) equal to the lesser of: (x) the amount necessary to increase its Capital Account balance to zero, or (y) the aggregate Carried Interest Distributions. At all times prior to completion of the distributions required to be made to the Limited Partners pursuant to Section 8.3(d), the governing documents of the General Partner shall impose upon the members of the General Partner an aggregate (but not "joint and several") obligation to make such payments as are necessary for the satisfaction of the General Partn is Foundational, Manual, or Non-Foundational and add a comment 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 (a) At any time prior to the Termination of the Partnership, the General Partner may, upon not less than 10 days' notice, in its sole and absolute discretion, require that the Limited Partners return to the Partnership (in proportion to their respective shares of the distributions at issue) all or any portion of the distributions made to the Limited Partners and not previously returned; provided, however, that: (i) amounts returned by the Limited Partners pursuant to this Section 5.4(a) shall be applied by the Partnership solely to the satisfaction of (x) indemnification obligations arising under Section 9.2 or (y) obligations of the Partnership to make payments to third parties in respect of Portfolio Securities that have been sold or otherwise disposed of by the Partnership; (ii) the General Partner shall not issue a notice pursuant to this Section 5.4(a) in respect of a distribution that was made more than three years prior to the earlier of (x) the date of such notice or (y) is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term LP Clawback from description (a) At any time prior to the Termination of the Partnership, the General Partner may, upon not less than 10 days' notice, in its sole and absolute discretion, require that the Limited Partners return to the Partnership (in proportion to their respective shares of the distributions at issue) all or any portion of the distributions made to the Limited Partners and not previously returned; provided, however, that: (i) amounts returned by the Limited Partners pursuant to this Section 5.4(a) shall be applied by the Partnership solely to the satisfaction of (x) indemnification obligations arising under Section 9.2 or (y) obligations of the Partnership to make payments to third parties in respect of Portfolio Securities that have been sold or otherwise disposed of by the Partnership; (ii) the General Partner shall not issue a notice pursuant to this Section 5.4(a) in respect of a distribution that was made more than three years prior to the earlier of (x) the date of such notice or (y) is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Tax Sections from description Section 4.1(a)(i) - idle funds income is Foundational, Manual, 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 Section 4.1(a)(i) - idle funds income is Foundational, Manual, 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 Section 4.1(d) - Adjustment to capital accounts for distributions of property is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Tax Sections from description Section 4.1(d) - Adjustment to capital accounts for distributions of property is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Tax Sections from description Section 5.1(a) (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 Tax Sections from description Section 5.1(a) (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 Tax Sections from description Section 6.8(d)(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 Tax Sections from description Section 6.8(d)(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 Tax Sections from description Section 6.18 is Foundational, Manual, or Non-Foundational and add a comment 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 6.18 is Foundational, Manual, or Non-Foundational and add a comment 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 Annual: As promptly as is reasonably possible after the close of each Fiscal Year (other than a short initial Fiscal Year of the Partnership, if such Fiscal Year includes less than 12 full calendar months), the General Partner shall cause an audit of the financial statements of the Partnership for such year to be made in accordance with GAAS and a corresponding report to be prepared in accordance with GAAP (but taking into account the Fair Market Value of Partnership assets), in each case by a firm of certified public accountants of regional, national, or international standing. The General Partner shall use commercially reasonable efforts to cause the Partnership's accountants to provide a copy of such report to the Partners within 90 days after the close of such Fiscal Year, which report shall include a statement of: (i) the assets and liabilities of the Partnership; (ii) the net Profit or Loss of the Partnership; and (iii) the Capital Account balance of such Partner. Quarterly: A is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Reports from description Annual: As promptly as is reasonably possible after the close of each Fiscal Year (other than a short initial Fiscal Year of the Partnership, if such Fiscal Year includes less than 12 full calendar months), the General Partner shall cause an audit of the financial statements of the Partnership for such year to be made in accordance with GAAS and a corresponding report to be prepared in accordance with GAAP (but taking into account the Fair Market Value of Partnership assets), in each case by a firm of certified public accountants of regional, national, or international standing. The General Partner shall use commercially reasonable efforts to cause the Partnership's accountants to provide a copy of such report to the Partners within 90 days after the close of such Fiscal Year, which report shall include a statement of: (i) the assets and liabilities of the Partnership; (ii) the net Profit or Loss of the Partnership; and (iii) the Capital Account balance of such Partner. Quarterly: A is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Warehoused Securities from description (d) [Warehoused Securities. Notwithstanding Section 6.4(a), the General Partner is hereby authorized to cause the Partnership to purchase (directly or indirectly, such as via the purchase of a holding entity) "Warehoused Securities" from GP Related Persons. For this purpose, except as otherwise approved by the LP Advisory Committee, Warehoused Securities shall include only Securities: (i) listed on Schedule B; and (ii) purchased by the Partnership for a cash amount equal to the sum of: (A) either: (x) the seller's cost as determined in accordance with GAAP; or (y) the amount that would be the Cost Basis of such Securities if such Securities had been acquired by the Partnership in the same manner, and on the same terms, as the seller of such Securities; and (B) any actual interest expense incurred by the seller in respect of such Securities. Nothing in this Section 6.4(d), shall obligate the General Partner to cause the Partnership to purchase any Warehoused Securities.] is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Warehoused Securities from description (d) [Warehoused Securities. Notwithstanding Section 6.4(a), the General Partner is hereby authorized to cause the Partnership to purchase (directly or indirectly, such as via the purchase of a holding entity) "Warehoused Securities" from GP Related Persons. For this purpose, except as otherwise approved by the LP Advisory Committee, Warehoused Securities shall include only Securities: (i) listed on Schedule B; and (ii) purchased by the Partnership for a cash amount equal to the sum of: (A) either: (x) the seller's cost as determined in accordance with GAAP; or (y) the amount that would be the Cost Basis of such Securities if such Securities had been acquired by the Partnership in the same manner, and on the same terms, as the seller of such Securities; and (B) any actual interest expense incurred by the seller in respect of such Securities. Nothing in this Section 6.4(d), shall obligate the General Partner to cause the Partnership to purchase any Warehoused Securities.] is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Excused Investments from description The LPA contains a provision that permits excuse of a limited partner from specific investments (see 6.23). Too long to copy/paste, and not sure whether it matters because I don't think we permit this anyway. If further discussion with legal on this point is required or desirable, just let me (MF) know. is Foundational, Manual, 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 Excused Investments from description The LPA contains a provision that permits excuse of a limited partner from specific investments (see 6.23). Too long to copy/paste, and not sure whether it matters because I don't think we permit this anyway. If further discussion with legal on this point is required or desirable, just let me (MF) know. is Foundational, Manual, 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 The General Partner shall value the Partnership's assets each time items of Profit or Loss are allocated pursuant to Section 4.1, upon the Dissolution of the Partnership, and whenever otherwise required by this Agreement or determined by the General Partner in its sole and absolute discretion. The General Partner shall also value distributed assets in accordance with the provisions of Section 4.1(d) and shall value, upon receipt by the Partnership, distributed assets that subsequently are returned to the Partnership. The General Partner's valuation of Partnership assets shall establish the "Fair Market Value" of such assets and shall be binding and conclusive for all purposes under this Agreement. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Valuation from description The General Partner shall value the Partnership's assets each time items of Profit or Loss are allocated pursuant to Section 4.1, upon the Dissolution of the Partnership, and whenever otherwise required by this Agreement or determined by the General Partner in its sole and absolute discretion. The General Partner shall also value distributed assets in accordance with the provisions of Section 4.1(d) and shall value, upon receipt by the Partnership, distributed assets that subsequently are returned to the Partnership. The General Partner's valuation of Partnership assets shall establish the "Fair Market Value" of such assets and shall be binding and conclusive for all purposes under this Agreement. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Series of Assure Labs 2021, LLC. Manager is Assure, Organizer is Tempo Ventures LLC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Fund Control Structure from description Series of Assure Labs 2021, LLC. Manager is Assure, Organizer is Tempo Ventures LLC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions Waterfall from description (a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution and then (b) The Carry Percentage of the remainder to the Organizer (as defined in this Agreement), if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. 0% carry. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Distributions Waterfall from description (a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution and then (b) The Carry Percentage of the remainder to the Organizer (as defined in this Agreement), if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. 0% carry. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

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

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

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

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

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

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

###Human: Determine if the accounting term Amounts WIthheld (7.6) 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 Amounts WIthheld (7.6) 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 Tax Distributions from description None. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

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

###Human: Determine if the accounting term K-1 Timing from description From time to time, as required, the Manager shall cause to be delivered to each Person who was a Member at any time during a Fiscal Year a Schedule K-1, along with such other information, if any, with respect to the Fund as may be necessary for the preparation of such Member's income tax returns, including a statement showing such Member's share of income, gain or loss, expense and credits for such Fiscal Year for federal income tax purposes. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term K-1 Timing from description From time to time, as required, the Manager shall cause to be delivered to each Person who was a Member at any time during a Fiscal Year a Schedule K-1, along with such other information, if any, with respect to the Fund as may be necessary for the preparation of such Member's income tax returns, including a statement showing such Member's share of income, gain or loss, expense and credits for such Fiscal Year for federal income tax purposes. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

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

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

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

###Human: Determine if the accounting term Fund Control Structure from description Delaware LLC - Charge VC Fund II GP, LLC is the manager "Assure Fund Management II, LLC" is listed as the Admin -- that should be removed is Foundational, Manual, or Non-Foundational and add a comment 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 - Charge VC Fund II GP, LLC is the manager "Assure Fund Management II, LLC" is listed as the Admin -- that should be removed is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

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

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

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

###Human: Determine if the accounting term Capital Contributions from description Upon Closing, each participating Member shall make a Capital Contribution in an amount equal to its accepted "Commitment" (as defined in the Member's subscription agreement, the "Subscription Agreement") in exchange for an Interest. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Capital Contributions from description Upon Closing, each participating Member shall make a Capital Contribution in an amount equal to its accepted "Commitment" (as defined in the Member's subscription agreement, the "Subscription Agreement") in exchange for an Interest. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions Waterfall from description The Fund will first use available assets to repay outstanding debts and obligations, if any, of the Fund. Then, subject to Section 7.5, the Fund will make Distributions, at times and intervals as the Manager will determine but, in no event, earlier than the expiration of the Lock-Up Period in respect of Portfolio Company Securities to be distributed. Amounts initially apportioned to the Manager will be distributed to the Manager, and amounts initially apportioned to any Member will be distributed to that Member, in the following proportions and order of priority: (a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution; and then (b) The Carry Percentage of the remainder to the Organizer (as defined in this Agreement), if any; and the remainder to the Members, the Organizer, and is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Distributions Waterfall from description The Fund will first use available assets to repay outstanding debts and obligations, if any, of the Fund. Then, subject to Section 7.5, the Fund will make Distributions, at times and intervals as the Manager will determine but, in no event, earlier than the expiration of the Lock-Up Period in respect of Portfolio Company Securities to be distributed. Amounts initially apportioned to the Manager will be distributed to the Manager, and amounts initially apportioned to any Member will be distributed to that Member, in the following proportions and order of priority: (a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution; and then (b) The Carry Percentage of the remainder to the Organizer (as defined in this Agreement), if any; and the remainder to the Members, the Organizer, and is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Closings from description Except as provided in Article VIII, following the Closing, additional Members may be admitted to the Fund and no existing Members may be issued additional Interests. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Closings from description Except as provided in Article VIII, following the Closing, additional Members may be admitted to the Fund and no existing Members may be issued additional Interests. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term In-Kind Distributions from description Distributions in Kind. Any non-cash asset distributed to one or more Members will first be valued by the Manager at its Fair Market Value to determine the Net Income, Loss and special allocations that would have resulted if that asset had been sold for that value, which amounts will be allocated pursuant to Article 6, and the Members' Capital Accounts will be adjusted to reflect those allocations. The amount distributed and charged to the Capital Account of each Member receiving an interest in the distributed asset will be the Fair Market Value of that interest as determined in good faith by the Manager (net of any liability secured by the asset that the Member assumes or takes subject to). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term In-Kind Distributions from description Distributions in Kind. Any non-cash asset distributed to one or more Members will first be valued by the Manager at its Fair Market Value to determine the Net Income, Loss and special allocations that would have resulted if that asset had been sold for that value, which amounts will be allocated pursuant to Article 6, and the Members' Capital Accounts will be adjusted to reflect those allocations. The amount distributed and charged to the Capital Account of each Member receiving an interest in the distributed asset will be the Fair Market Value of that interest as determined in good faith by the Manager (net of any liability secured by the asset that the Member assumes or takes subject to). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term LP Clawback from description Any Member receiving a Distribution in violation of the terms of this Agreement shall return that Distribution (or cash equal to the net fair value of any property so distributed, determined as of the date of Distribution) promptly following the Member's receipt of a request to return the Distribution from the Manager or from any other Member. No third party will be entitled to rely on the obligations to return Distributions set forth in this Agreement or to demand that the Fund or any Member make any request for any return. is Foundational, Manual, or Non-Foundational and add a comment 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 Any Member receiving a Distribution in violation of the terms of this Agreement shall return that Distribution (or cash equal to the net fair value of any property so distributed, determined as of the date of Distribution) promptly following the Member's receipt of a request to return the Distribution from the Manager or from any other Member. No third party will be entitled to rely on the obligations to return Distributions set forth in this Agreement or to demand that the Fund or any Member make any request for any return. is Foundational, Manual, or Non-Foundational and add a comment 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 (a) The Fund may retain amounts contributed by the Subscribers toward expenses of the Fund in an account in its name as needed. All organizational and operating expenses of the Fund will be paid by the Fund (excluding any regulatory expenses, or other costs incurred by the Manager in connection with its daily operations, including but not limited to salary and other payments to employees or officers of the Manager). (b) The Fund will pay (or reimburse the Manager or its affiliates for) or will be responsible for operating costs and expenses incurred by it or on its behalf, including (i) out-ofpocket expenses that are associated with disposing Portfolio Company Securities, including transactions not completed; (ii) extraordinary expenses, if any (such as certain valuation expenses, litigation and indemnification payments); (iii) interest on borrowed money, investment banking, financing and brokerage fees and expenses, if any; and (iv) expenses associated with the Fund's tax returns and is Foundational, Manual, or Non-Foundational and add a comment 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 (a) The Fund may retain amounts contributed by the Subscribers toward expenses of the Fund in an account in its name as needed. All organizational and operating expenses of the Fund will be paid by the Fund (excluding any regulatory expenses, or other costs incurred by the Manager in connection with its daily operations, including but not limited to salary and other payments to employees or officers of the Manager). (b) The Fund will pay (or reimburse the Manager or its affiliates for) or will be responsible for operating costs and expenses incurred by it or on its behalf, including (i) out-ofpocket expenses that are associated with disposing Portfolio Company Securities, including transactions not completed; (ii) extraordinary expenses, if any (such as certain valuation expenses, litigation and indemnification payments); (iii) interest on borrowed money, investment banking, financing and brokerage fees and expenses, if any; and (iv) expenses associated with the Fund's tax returns and is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Organizational Expenses from description The Fund may retain amounts contributed by the Subscribers toward expenses of the Fund in an account in its name as needed. All organizational and operating expenses of the Fund will be paid by the Fund (excluding any regulatory expenses, or other costs incurred by the Manager in connection with its daily operations, including but not limited to salary and other payments to employees or officers of the Manager). No cap. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Organizational Expenses from description The Fund may retain amounts contributed by the Subscribers toward expenses of the Fund in an account in its name as needed. All organizational and operating expenses of the Fund will be paid by the Fund (excluding any regulatory expenses, or other costs incurred by the Manager in connection with its daily operations, including but not limited to salary and other payments to employees or officers of the Manager). No cap. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

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

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

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

###Human: Determine if the accounting term Allocations - 6.1, 6.2, 6.3 from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Allocations - 6.1, 6.2, 6.3 from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Tax Allocations - 6.4, 6.5 from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Tax Allocations - 6.4, 6.5 from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Withholding - 7.5 from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Withholding - 7.5 from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

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

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

###Human: Determine if the accounting term K-1 Timing (9.2) from description 90 days after year-end is Foundational, Manual, or Non-Foundational and add a comment 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 Manager will maintain all of the information required to be maintained by the Act at the Fund's principal office, with copies available at all times during normal business hours for inspection and copying upon reasonable notice by any Member or its authorized representatives for any purpose reasonably related to that Member's status as amember, including as applicable: (a) true and full information regarding the status of the business and financial condition of the Fund; (b) promptly after becoming available, a copy of the Fund's federal, state and local income tax returns, if any, for each Fiscal Year; (c) a current list of the full name and last known business, residence or mailing address of that Member and each Manager; (d) a copy of this Agreement and all amendments, together with executed copies of (i) any powers of attorney and (ii) any other document pursuant to which this Agreement or any amendments have been executed or have been deemed to be executed; and (e) true and f is Foundational, Manual, or Non-Foundational and add a comment 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 Manager will maintain all of the information required to be maintained by the Act at the Fund's principal office, with copies available at all times during normal business hours for inspection and copying upon reasonable notice by any Member or its authorized representatives for any purpose reasonably related to that Member's status as amember, including as applicable: (a) true and full information regarding the status of the business and financial condition of the Fund; (b) promptly after becoming available, a copy of the Fund's federal, state and local income tax returns, if any, for each Fiscal Year; (c) a current list of the full name and last known business, residence or mailing address of that Member and each Manager; (d) a copy of this Agreement and all amendments, together with executed copies of (i) any powers of attorney and (ii) any other document pursuant to which this Agreement or any amendments have been executed or have been deemed to be executed; and (e) true and f is Foundational, Manual, or Non-Foundational and add a comment 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 Any non-cash asset distributed to one or more Members will first be valued by the Manager at its Fair Market Value to determine the Net Income, Loss and special allocations that would have resulted if that asset had been sold for that value, which amounts will be allocated pursuant to Article 6, and the Members' Capital Accounts will be adjusted to reflect those allocations. The amount distributed and charged to the Capital Account of each Member receiving an interest in the distributed asset will be the Fair Market Value of that interest as determined in good faith by the Manager (net of any liability secured by the asset that the Member assumes or takes subject to). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Valuation from description Any non-cash asset distributed to one or more Members will first be valued by the Manager at its Fair Market Value to determine the Net Income, Loss and special allocations that would have resulted if that asset had been sold for that value, which amounts will be allocated pursuant to Article 6, and the Members' Capital Accounts will be adjusted to reflect those allocations. The amount distributed and charged to the Capital Account of each Member receiving an interest in the distributed asset will be the Fair Market Value of that interest as determined in good faith by the Manager (net of any liability secured by the asset that the Member assumes or takes subject to). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term 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, "Followon Investment Rights"). The Fund hereby assigns and delegates all Follow-on Investment Rights to the Organizer. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or "follow-on" investments in that Portfolio Company, the Fund may make those follow on investments; provided, however, the Organizer may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making that follow on investment and may extend any investment opportunity to the Members at its own discretion. All decisions related to the exercise of these rights will belong to the Organizer and will be made at the Organizer's sole discretion. The Fund's is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"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, "Followon Investment Rights"). The Fund hereby assigns and delegates all Follow-on Investment Rights to the Organizer. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or "follow-on" investments in that Portfolio Company, the Fund may make those follow on investments; provided, however, the Organizer may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making that follow on investment and may extend any investment opportunity to the Members at its own discretion. All decisions related to the exercise of these rights will belong to the Organizer and will be made at the Organizer's sole discretion. The Fund's is Foundational, Manual, or Non-Foundational and add a comment 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. Organizer is Hustle Fund I, GP, Manager is Assure. is 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. Organizer is Hustle Fund I, GP, Manager is Assure. is 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}