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cupcakeLPAParsingTest

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###Human: Determine if the accounting term Management Fee from description The General Partner, or an affiliate of the General Partner, shall be paid an annual management fee of 2% of the aggregate commitments during the Investment Period. After the Investment Period, the General Partner shall be paid an annual management fee of 2% of the cost basis of all investments made by the Fund that are still held by the Fund as of the end of the immediately preceding fiscal quarter. The Management Fee shall be payable in advance on a quarterly basis. is Foundational, Manual, or Non-Foundational and add a comment 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 General Partner, or an affiliate of the General Partner, shall be paid an annual management fee of 2% of the aggregate commitments during the Investment Period. After the Investment Period, the General Partner shall be paid an annual management fee of 2% of the cost basis of all investments made by the Fund that are still held by the Fund as of the end of the immediately preceding fiscal quarter. The Management Fee shall be payable in advance on a quarterly basis. is Foundational, Manual, or Non-Foundational and add a comment 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 As the General Partner will be the active manager of the investment, there may be fees charged to the portfolio company for services provided by the General Partner in such capacities as consultant, interim manager, etc. 20% of these fees will be paid to the General Partner for its own account, with the remaining 80% of such fees to be off-set against the Management Fees otherwise payable by the Limited Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Management Fee Offset from description As the General Partner will be the active manager of the investment, there may be fees charged to the portfolio company for services provided by the General Partner in such capacities as consultant, interim manager, etc. 20% of these fees will be paid to the General Partner for its own account, with the remaining 80% of such fees to be off-set against the Management Fees otherwise payable by the Limited Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Investment Period/Term from description The Fund will make investments for a period of 5 years following the first closing date (“Investment Period”), and the Fund will dissolve 10 years from the first closing date (subject to two 1-year extensions). is Foundational, Manual, or Non-Foundational and add a comment 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 The Fund will make investments for a period of 5 years following the first closing date (“Investment Period”), and the Fund will dissolve 10 years from the first closing date (subject to two 1-year extensions). is Foundational, Manual, or Non-Foundational and add a comment 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 shall be entitled to reinvest income and proceeds from realized investments in new portfolio companies. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Reinvestment of Capital from description During the Investment Period, the General Partner shall be entitled to reinvest income and proceeds from realized investments in new portfolio companies. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description The Limited Partners of the Fund will make capital contributions in respect of their Capital Commitments as follows: (i) 20% at closing, and (ii) the remaining 80% on an “as needed” basis. Capital contributions will be due, upon not less than 10 days prior notice, at such times and in such amounts as will be specified in capital calls issued by the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Capital Contributions from description The Limited Partners of the Fund will make capital contributions in respect of their Capital Commitments as follows: (i) 20% at closing, and (ii) the remaining 80% on an “as needed” basis. Capital contributions will be due, upon not less than 10 days prior notice, at such times and in such amounts as will be specified in capital calls issued by the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions - Carry from description Distributions will first be made among the Partners in proportion to their capital contributions until the Partners have received a return of their capital contributions. Thereafter, distributions will be made 80% to the Limited Partners and 20% to the General Partner. The timing of distributions will be in the discretion of the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Distributions - Carry from description Distributions will first be made among the Partners in proportion to their capital contributions until the Partners have received a return of their capital contributions. Thereafter, distributions will be made 80% to the Limited Partners and 20% to the General Partner. The timing of distributions will be in the discretion of the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions - Mandatory from description Tax distributions 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 Distributions - Mandatory from description Tax distributions 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 Closings from description The first closing of the Fund is expected to occur during the Second quarter of 2023; provided that the General Partner in its sole discretion may elect to hold the first closing of the Fund at any earlier date or later date (not later than the end of the Fourth quarter of 2023). Limited Partners may be admitted to the Partnership at any time up to the expiry of 365 days after the first closing date, provided that they contribute at such a date the amount necessary to equalize the amounts drawn down from all the existing investors plus an amount equal to interest at a rate of the US "prime rate", plus 2% per annum for the period up to their admission (such interest to be paid to the existing investors on a pro rata basis taking into account the date such existing investors became investors). is Foundational, Manual, or Non-Foundational and add a comment 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 first closing of the Fund is expected to occur during the Second quarter of 2023; provided that the General Partner in its sole discretion may elect to hold the first closing of the Fund at any earlier date or later date (not later than the end of the Fourth quarter of 2023). Limited Partners may be admitted to the Partnership at any time up to the expiry of 365 days after the first closing date, provided that they contribute at such a date the amount necessary to equalize the amounts drawn down from all the existing investors plus an amount equal to interest at a rate of the US "prime rate", plus 2% per annum for the period up to their admission (such interest to be paid to the existing investors on a pro rata basis taking into account the date such existing investors became investors). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term General Partner Clawback from description In the event that over the term of the Fund the General Partner has received carried interest distributions in excess of 20% of the cumulative net profits of the Fund, the General Partner will be required to return such excess distributions to the Fund (reduced by the amount of any tax paid or deemed paid with respect to its carried interest). The members of the General Partner will severally, and not jointly, guarantee the payment of the General Partner’s clawback obligation. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term General Partner Clawback from description In the event that over the term of the Fund the General Partner has received carried interest distributions in excess of 20% of the cumulative net profits of the Fund, the General Partner will be required to return such excess distributions to the Fund (reduced by the amount of any tax paid or deemed paid with respect to its carried interest). The members of the General Partner will severally, and not jointly, guarantee the payment of the General Partner’s clawback obligation. is 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 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 LP Clawback 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 Organizational Expenses from description Standard, with $250K 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 Standard, with $250K cap. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Audit from description Doesn't specify that reports will be audited. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Audit from description Doesn't specify that reports will be audited. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Tax Sections from description The General Partner shall use reasonable effort to conduct the affairs of the Partnership in such a manner so that it does not cause any Limited Partner that is not a United States person to be deemed to be engaged in the conduct of a trade or business within the United States. The General Partner shall use reasonable effort to conduct the affairs of the Partnership in such a manner so that it will not cause any Limited Partner exempt from income tax in the United States to incur unrelated business taxable income attributable to the activities or investments of the partnership. For US Federal Income Tax purposes the Partnership shall be treated as a partnership not as an association taxable as a corporation. The portfolio company in which the Partnership invests generally will be subject to income and other taxes. is Foundational, Manual, or Non-Foundational and add a comment 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 The General Partner shall use reasonable effort to conduct the affairs of the Partnership in such a manner so that it does not cause any Limited Partner that is not a United States person to be deemed to be engaged in the conduct of a trade or business within the United States. The General Partner shall use reasonable effort to conduct the affairs of the Partnership in such a manner so that it will not cause any Limited Partner exempt from income tax in the United States to incur unrelated business taxable income attributable to the activities or investments of the partnership. For US Federal Income Tax purposes the Partnership shall be treated as a partnership not as an association taxable as a corporation. The portfolio company in which the Partnership invests generally will be subject to income and other taxes. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description Limited Partners will receive: a) annual reports prepared in accordance with US GAAP (which may not be audited) dispatched no later than 120 days following year-end; and b) quarterly unaudited reports dispatched within 60 days of the end of each quarter. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Reports from description Limited Partners will receive: a) annual reports prepared in accordance with US GAAP (which may not be audited) dispatched no later than 120 days following year-end; and b) quarterly unaudited reports dispatched within 60 days of the end of each quarter. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term GP Removal/Early Termination from description The General Partner may be removed by Investor’s holding more than 66 2/3% of the aggregate capital commitments as a result of fraud, gross negligence, willful misconduct, bad faith or reckless disregard of its obligations and duties as general partner of the Partnership that had a materially adverse effect on the Partnership and/or its business, provided that the finding of such conduct and materially adverse effect is determined by a court of competent jurisdiction. In the event that the General Partner is removed for cause, the General Partner shall only be entitled to receive 75% of any carried interest related to investments entered into prior to the date of removal. In addition, Investors holding more than 66 2/3% of the aggregate capital commitments may dissolve the Partnership prior to the end of its stated term for “cause” of the type outlined above. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term GP Removal/Early Termination from description The General Partner may be removed by Investor’s holding more than 66 2/3% of the aggregate capital commitments as a result of fraud, gross negligence, willful misconduct, bad faith or reckless disregard of its obligations and duties as general partner of the Partnership that had a materially adverse effect on the Partnership and/or its business, provided that the finding of such conduct and materially adverse effect is determined by a court of competent jurisdiction. In the event that the General Partner is removed for cause, the General Partner shall only be entitled to receive 75% of any carried interest related to investments entered into prior to the date of removal. In addition, Investors holding more than 66 2/3% of the aggregate capital commitments may dissolve the Partnership prior to the end of its stated term for “cause” of the type outlined above. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Fund is a Cayman Exempted Limited Partnership. GP is a Cayman limited liability company. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

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

###Human: Determine if the accounting term GP Commitment from description The General Partner shall contribute capital to the Partnership in an aggregate amount equal to at least $200,000. The General Partner’s capital contributions in satisfaction of its Capital Commitment shall be made in cash in installments at the same times and in the same proportions (relative to the General Partner’s Capital Commitment) as the capital contributions of the Limited Partners are generally required to be made; provided that the General Partner, in its sole discretion, may adjust the amount of capital called from the General Partner to give effect to the fact that the Partnership does not pay a Management Fee with respect to the General Partner’s Capital Commitment. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term GP Commitment from description The General Partner shall contribute capital to the Partnership in an aggregate amount equal to at least $200,000. The General Partner’s capital contributions in satisfaction of its Capital Commitment shall be made in cash in installments at the same times and in the same proportions (relative to the General Partner’s Capital Commitment) as the capital contributions of the Limited Partners are generally required to be made; provided that the General Partner, in its sole discretion, may adjust the amount of capital called from the General Partner to give effect to the fact that the Partnership does not pay a Management Fee with respect to the General Partner’s Capital Commitment. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee from description Commencing as of the Initial Closing Date, the Management Company shall be compensated on a quarterly basis for services rendered to the Partnership by the payment in advance by the Partnership in cash to the Management Company on the first day of each fiscal quarter (or portion thereof) of a management fee (the “Management Fee”). (b) The Management Fee for each fiscal quarter (prior to the adjustments described in paragraph 6.1(c)) shall be an amount equal to the aggregate Capital Commitments of the Limited Partners (other than the Affiliated Limited Partners) as of the first day of each such fiscal quarter multiplied by 0.625% (the percentage applicable for any period referred to herein as the “Management Fee Percentage”). For each period of four successive fiscal quarters commencing after the expiration of the Investment Period, the Management Fee Percentage shall be reduced by an amount equal to 10% of the Management Fee Percentage in effect for the immediately prior four fiscal q is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Management Fee from description Commencing as of the Initial Closing Date, the Management Company shall be compensated on a quarterly basis for services rendered to the Partnership by the payment in advance by the Partnership in cash to the Management Company on the first day of each fiscal quarter (or portion thereof) of a management fee (the “Management Fee”). (b) The Management Fee for each fiscal quarter (prior to the adjustments described in paragraph 6.1(c)) shall be an amount equal to the aggregate Capital Commitments of the Limited Partners (other than the Affiliated Limited Partners) as of the first day of each such fiscal quarter multiplied by 0.625% (the percentage applicable for any period referred to herein as the “Management Fee Percentage”). For each period of four successive fiscal quarters commencing after the expiration of the Investment Period, the Management Fee Percentage shall be reduced by an amount equal to 10% of the Management Fee Percentage in effect for the immediately prior four fiscal q is Foundational, Manual, or Non-Foundational and add a comment 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 The Management Fee otherwise payable by the Partnership to the Management Company pursuant to paragraph 6.1(a) for a fiscal quarter shall be reduced (but not below zero) by an amount equal to the product of (1) any placement fees (including expenses), finders fees or commissions paid or payable by the Flori Ventures Funds, the General Partner, the Management Company or any of their Affiliates in connection with the offer and sale of interests in the Flori Ventures Funds, if any, multiplied by (2) a fraction the numerator of which is the aggregate Capital Commitments to the Partnership and the denominator of which is the aggregate capital commitments to all of the Flori Ventures Funds. is 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 Management Fee Offset from description The Management Fee otherwise payable by the Partnership to the Management Company pursuant to paragraph 6.1(a) for a fiscal quarter shall be reduced (but not below zero) by an amount equal to the product of (1) any placement fees (including expenses), finders fees or commissions paid or payable by the Flori Ventures Funds, the General Partner, the Management Company or any of their Affiliates in connection with the offer and sale of interests in the Flori Ventures Funds, if any, multiplied by (2) a fraction the numerator of which is the aggregate Capital Commitments to the Partnership and the denominator of which is the aggregate capital commitments to all of the Flori Ventures Funds. is 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 Management Fee Savings from description Subject to paragraph 4.3, to account for the fact that the Partnership does not pay any Management Fee with respect to the General Partner’s and the Affiliated Limited Partners’ Capital Commitments (such foregone amount shall be referred to as the “Management Fee Savings”), the General Partner may, from time to time in its sole discretion (and notwithstanding anything in Article 7 to the contrary) cause the Partnership to return to the General Partner and the Affiliated Limited Partners capital contributions made by the General Partner and the Affiliated Limited Partners, respectively, to the Partnership, until, as of any time, such aggregate returns to the General Partner and the Affiliated Limited Partners equal the cumulative amount of Management Fee Savings as of such time. Any amounts returned to the General Partner and the Affiliated Limited Partners pursuant to this paragraph 6.1(e) shall (i) not be treated as a capital contribution for purposes of this Agreement; (ii) be disreg is 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 Savings from description Subject to paragraph 4.3, to account for the fact that the Partnership does not pay any Management Fee with respect to the General Partner’s and the Affiliated Limited Partners’ Capital Commitments (such foregone amount shall be referred to as the “Management Fee Savings”), the General Partner may, from time to time in its sole discretion (and notwithstanding anything in Article 7 to the contrary) cause the Partnership to return to the General Partner and the Affiliated Limited Partners capital contributions made by the General Partner and the Affiliated Limited Partners, respectively, to the Partnership, until, as of any time, such aggregate returns to the General Partner and the Affiliated Limited Partners equal the cumulative amount of Management Fee Savings as of such time. Any amounts returned to the General Partner and the Affiliated Limited Partners pursuant to this paragraph 6.1(e) shall (i) not be treated as a capital contribution for purposes of this Agreement; (ii) be disreg is 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 Notwithstanding anything in the foregoing to the contrary, no Limited Partner shall be required to contribute any capital following the period ending on the fifth anniversary of the Final Closing Date (the period on or prior to such date, 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 Notwithstanding anything in the foregoing to the contrary, no Limited Partner shall be required to contribute any capital following the period ending on the fifth anniversary of the Final Closing Date (the period on or prior to such date, 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 The term of the Partnership commenced on January 4, 2021 (the “Commencement Date”), the date of the filing of the Section 9(1) Statement by the General Partner pursuant to Section 9(1) of the Act with respect to the Partnership (the “Section 9(1) Statement”) with the Registrar of Exempted Limited Partnerships in the Cayman Islands. The term of the Partnership shall continue until the tenth anniversary of the Final Closing Date (the “Termination Date”), unless extended pursuant to paragraph 10.1 or sooner terminated as provided in paragraph 10.2. Upon the Termination Date, the General Partner may extend the Partnership term for up to two additional one-year periods in its sole discretion, and upon the conclusion of such two one-year extension periods, the General Partner may extend the Partnership term for additional periods with the consent of a Majority in Interest of the Limited Partners or the Advisory Committee. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Term from description The term of the Partnership commenced on January 4, 2021 (the “Commencement Date”), the date of the filing of the Section 9(1) Statement by the General Partner pursuant to Section 9(1) of the Act with respect to the Partnership (the “Section 9(1) Statement”) with the Registrar of Exempted Limited Partnerships in the Cayman Islands. The term of the Partnership shall continue until the tenth anniversary of the Final Closing Date (the “Termination Date”), unless extended pursuant to paragraph 10.1 or sooner terminated as provided in paragraph 10.2. Upon the Termination Date, the General Partner may extend the Partnership term for up to two additional one-year periods in its sole discretion, and upon the conclusion of such two one-year extension periods, the General Partner may extend the Partnership term for additional periods with the consent of a Majority in Interest of the Limited Partners or the Advisory Committee. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reinvestment of Capital from description The General Partner may cause the Partnership to reinvest proceeds realized on the sale or disposition of Securities held by the Partnership; provided that the aggregate cost basis of investments made by the Partnership in Securities of Portfolio Companies over the life of the Partnership may not, without the prior approval of the Advisory Committee, exceed 125% of the Partnership’s Committed Capital. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Reinvestment of Capital from description The General Partner may cause the Partnership to reinvest proceeds realized on the sale or disposition of Securities held by the Partnership; provided that the aggregate cost basis of investments made by the Partnership in Securities of Portfolio Companies over the life of the Partnership may not, without the prior approval of the Advisory Committee, exceed 125% of the Partnership’s Committed Capital. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description Each Limited Partner shall contribute capital to the Partnership as requested by the General Partner upon 10 Business Days’ written notice. Subject to paragraphs 3.2(e) and 4.3 and this paragraph 4.2(a), each capital contribution shall be made in accordance with Partnership Percentages; provided that the General Partner, in its sole discretion, may adjust the amount of capital called from the Affiliated Limited Partners to give effect to the fact that the Partnership does not pay a Management Fee with respect to the Affiliated Limited Partners’ Capital Commitments. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Capital Contributions from description Each Limited Partner shall contribute capital to the Partnership as requested by the General Partner upon 10 Business Days’ written notice. Subject to paragraphs 3.2(e) and 4.3 and this paragraph 4.2(a), each capital contribution shall be made in accordance with Partnership Percentages; provided that the General Partner, in its sole discretion, may adjust the amount of capital called from the Affiliated Limited Partners to give effect to the fact that the Partnership does not pay a Management Fee with respect to the Affiliated Limited Partners’ Capital Commitments. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Distributions Waterfall from description Such distributions shall be preliminarily apportioned among the Partners in proportion to their respective Partnership Percentages. The amount so apportioned to the General Partner and the Affiliated Limited Partners, respectively, shall be distributed to the General Partner and the Affiliated Limited Partners, respectively, and the amount so apportioned to each Limited Partner (other than an Affiliated Limited Partner) shall be distributed between the General Partner and such Limited Partner as follows: (i) First, 100% to such Limited Partner until such Limited Partner has received aggregate distributions pursuant to this paragraph 7.5(a)(i) equal to such Limited Partner’s aggregate capital contributions to the Partnership. (ii) Thereafter, (1) 80% to such Limited Partner and (2) 20% to the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Distributions Waterfall from description Such distributions shall be preliminarily apportioned among the Partners in proportion to their respective Partnership Percentages. The amount so apportioned to the General Partner and the Affiliated Limited Partners, respectively, shall be distributed to the General Partner and the Affiliated Limited Partners, respectively, and the amount so apportioned to each Limited Partner (other than an Affiliated Limited Partner) shall be distributed between the General Partner and such Limited Partner as follows: (i) First, 100% to such Limited Partner until such Limited Partner has received aggregate distributions pursuant to this paragraph 7.5(a)(i) equal to such Limited Partner’s aggregate capital contributions to the Partnership. (ii) Thereafter, (1) 80% to such Limited Partner and (2) 20% to the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Borrowing from description In connection with any borrowings or guarantees by the Partnership, the General Partner may grant a security interest in, collaterally assign, encumber and otherwise pledge all financial and other interests of the General Partner in the Partnership and all personal property and other assets of the Partnership, including, without limitation: (a) all capital contributions, capital contribution proceeds, capital calls and proceeds thereof, including, without limitation, all general intangibles relating thereto; (b) all rights to make capital calls and to request capital contributions from the Partners, the Limited Partners or the Flori Ventures Investors; (c) all rights to exercise and enforce every right, power, remedy, authority, option and privilege and take all steps, actions, suits or proceedings necessary to make capital calls and to receive capital contribution proceeds and any other rights to call for additional capital contributions as contemplated hereby and/or any Subscription is 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 In connection with any borrowings or guarantees by the Partnership, the General Partner may grant a security interest in, collaterally assign, encumber and otherwise pledge all financial and other interests of the General Partner in the Partnership and all personal property and other assets of the Partnership, including, without limitation: (a) all capital contributions, capital contribution proceeds, capital calls and proceeds thereof, including, without limitation, all general intangibles relating thereto; (b) all rights to make capital calls and to request capital contributions from the Partners, the Limited Partners or the Flori Ventures Investors; (c) all rights to exercise and enforce every right, power, remedy, authority, option and privilege and take all steps, actions, suits or proceedings necessary to make capital calls and to receive capital contribution proceeds and any other rights to call for additional capital contributions as contemplated hereby and/or any Subscription is 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 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 at any time after the date on which Flori Ventures Investors that are not Affiliated Limited Partners are first admitted to the Partnership or a Parallel Fund (the “Initial Closing Date”) through the eighteen month anniversary of the Initial Closing Date (the “Final Closing Date”). Except as otherwise provided in paragraphs 3.2(e) and 4.2(a), each such Additional Partner shall contribute, on or after the date of its admission or the acceptance by the General Partner of its Capital Commitment increase: (i)the same percentage of its Capital Commitment or its Capital Commitment is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":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 at any time after the date on which Flori Ventures Investors that are not Affiliated Limited Partners are first admitted to the Partnership or a Parallel Fund (the “Initial Closing Date”) through the eighteen month anniversary of the Initial Closing Date (the “Final Closing Date”). Except as otherwise provided in paragraphs 3.2(e) and 4.2(a), each such Additional Partner shall contribute, on or after the date of its admission or the acceptance by the General Partner of its Capital Commitment increase: (i)the same percentage of its Capital Commitment or its Capital Commitment is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

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

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

###Human: Determine if the accounting term General Partner Clawback from description See LPA. is 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 See LPA. is 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 LP Clawback from description See LPA. is 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 Organizational Expenses from description The Partnership shall bear its pro rata share of all organizational and syndication costs, fees and expenses incurred in connection with the formation and organization of the Flori Ventures Funds, each Feeder Entity, the General Partner and the Management Company and the sale of interests in the Flori Ventures Funds and each such Feeder Entity to the Flori Ventures Investors and the investors in such Feeder Entity, including, without limitation, legal, accounting, professional service, travel, meeting, printing and other fees and expenses incident thereto. is 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 Organizational Expenses from description The Partnership shall bear its pro rata share of all organizational and syndication costs, fees and expenses incurred in connection with the formation and organization of the Flori Ventures Funds, each Feeder Entity, the General Partner and the Management Company and the sale of interests in the Flori Ventures Funds and each such Feeder Entity to the Flori Ventures Investors and the investors in such Feeder Entity, including, without limitation, legal, accounting, professional service, travel, meeting, printing and other fees and expenses incident thereto. is 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 Audit from description The books and records of the Partnership shall be kept in accordance with the provisions of this Agreement and the Act and otherwise in accordance with United States generally accepted accounting principles (“GAAP”) consistently applied, and shall be audited at the end of each fiscal year by a firm of independent public auditors of recognized standing selected by the General Partner in its sole discretion. The Partnership’s fiscal year shall be the calendar year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Audit from description The books and records of the Partnership shall be kept in accordance with the provisions of this Agreement and the Act and otherwise in accordance with United States generally accepted accounting principles (“GAAP”) consistently applied, and shall be audited at the end of each fiscal year by a firm of independent public auditors of recognized standing selected by the General Partner in its sole discretion. The Partnership’s fiscal year shall be the calendar year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

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

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

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

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

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

###Human: Determine if the accounting term Withholding Obligations 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 Partnership Representative 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 Partnership Representative 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 Subject to the maintenance of reasonable cash reserves (as determined and established at the discretion of the General Partner), the General Partner may, in its sole and absolute discretion, cause the Partnership to pay to the General Partner, in cash within 90 days after the end of each fiscal year during the life of the Partnership, an amount equal to the excess, if any, of (a) the Applicable Tax Rate multiplied by the cumulative net taxable income allocated to the General Partner as a result of the General Partner’s ownership of an interest in the Partnership for such fiscal year, over (b) all prior cash distributions made to the General Partner pursuant to this paragraph 7.4 or paragraph 7.5 with respect to such fiscal year. Any distribution made pursuant to this paragraph 7.4 shall be deemed an advance of, and shall offset, the Partnership’s obligation to make distributions to the General Partner pursuant to paragraph 7.5, as applicable, but only to the extent such amounts have no is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Tax Distributions from description Subject to the maintenance of reasonable cash reserves (as determined and established at the discretion of the General Partner), the General Partner may, in its sole and absolute discretion, cause the Partnership to pay to the General Partner, in cash within 90 days after the end of each fiscal year during the life of the Partnership, an amount equal to the excess, if any, of (a) the Applicable Tax Rate multiplied by the cumulative net taxable income allocated to the General Partner as a result of the General Partner’s ownership of an interest in the Partnership for such fiscal year, over (b) all prior cash distributions made to the General Partner pursuant to this paragraph 7.4 or paragraph 7.5 with respect to such fiscal year. Any distribution made pursuant to this paragraph 7.4 shall be deemed an advance of, and shall offset, the Partnership’s obligation to make distributions to the General Partner pursuant to paragraph 7.5, as applicable, but only to the extent such amounts have no is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term K-1 Timing from description The General Partner shall use commercially reasonable efforts to cause the Partnership’s United States federal, state and local tax returns, IRS Form 1065, Schedule K-1 and any other tax information reasonably requested by a Limited Partner, to be prepared and delivered to the Limited Partners within 180 days after the close of the Partnership’s fiscal year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term K-1 Timing from description The General Partner shall use commercially reasonable efforts to cause the Partnership’s United States federal, state and local tax returns, IRS Form 1065, Schedule K-1 and any other tax information reasonably requested by a Limited Partner, to be prepared and delivered to the Limited Partners within 180 days after the close of the Partnership’s fiscal year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description The General Partner shall use commercially reasonable efforts to transmit to the Limited Partners, within 120 days after the close of the Partnership’s fiscal year, audited financial statements of the Partnership prepared in accordance with the terms of this Agreement and otherwise in accordance with GAAP, including an income statement for the year then ended, a balance sheet as of the end of such year and a statement of changes in the Partners’ Capital Accounts. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Reports from description The General Partner shall use commercially reasonable efforts to transmit to the Limited Partners, within 120 days after the close of the Partnership’s fiscal year, audited financial statements of the Partnership prepared in accordance with the terms of this Agreement and otherwise in accordance with GAAP, including an income statement for the year then ended, a balance sheet as of the end of such year and a statement of changes in the Partners’ Capital Accounts. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

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

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

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

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

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

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

###Human: Determine if the accounting term Fund Control Structure from description AL template doc, but BYOGP? GP is Aleph One GP, LLC. Fund is a series of the master 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 AL template doc, but BYOGP? GP is Aleph One GP, LLC. Fund is a series of the master 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 Capital Contributions from description Initial drawdown amount changed from 25% to 30% is Foundational, Manual, or Non-Foundational and add a comment 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 drawdown amount changed from 25% to 30% is Foundational, Manual, or Non-Foundational and add a comment 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 Edited 1/3: With respect to assets attributable to each Class, distributions shall be made to the applicable Class Limited Partners who are not Defaulting Partners in accordance with such Class Limited Partners' respective Interests (except as provided herein). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Distributions Waterfall from description Edited 1/3: With respect to assets attributable to each Class, distributions shall be made to the applicable Class Limited Partners who are not Defaulting Partners in accordance with such Class Limited Partners' respective Interests (except as provided herein). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: No. Update as of 1/3: Yes, Is the management fee offset by any such placement fees: No. NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: No. Update as of 1/3: Yes, Is the management fee offset by any such placement fees: No. NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is 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 Default by Partners from description Changed default use of LIBOR rate to SOFR rate. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Default by Partners from description Changed default use of LIBOR rate to SOFR rate. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

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

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

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

###Human: Determine if the accounting term Management Fee from description the Management Fee for each Fiscal Quarter is (1) an amount equal to 0.63% of the balance of the Capital Account of each Member and (2) payable in cash in advance on the first day of the relevant Fiscal Quarter, with the Management Fee for any partial quarter or Interim Period prorated based on the number of days in such Interim 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 Management Fee from description the Management Fee for each Fiscal Quarter is (1) an amount equal to 0.63% of the balance of the Capital Account of each Member and (2) payable in cash in advance on the first day of the relevant Fiscal Quarter, with the Management Fee for any partial quarter or Interim Period prorated based on the number of days in such Interim 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 Fund dissolves on the date that is five years after the Final Closing (“Term”), although the Managing Member may (1) extend the Term an additional two years following such date and (2) if the Managing Member exercises the first additional term provided in Section 2.2‎(a)(1), extend the Term an additional two years beyond the close of the first additional term is Foundational, Manual, or Non-Foundational and add a comment 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 Fund dissolves on the date that is five years after the Final Closing (“Term”), although the Managing Member may (1) extend the Term an additional two years following such date and (2) if the Managing Member exercises the first additional term provided in Section 2.2‎(a)(1), extend the Term an additional two years beyond the close of the first additional term is Foundational, Manual, or Non-Foundational and add a comment 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 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 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 Distributions Waterfall from description (i) First, 100% to the Member, until the cumulative amount distributed to the Member under this Section ‎6.4(a)(i) equals the aggregate Capital Contributions made by such Member to the Fund; and (ii) Thereafter, 75% to the Members and 25% to the Managing Member. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Distributions Waterfall from description (i) First, 100% to the Member, until the cumulative amount distributed to the Member under this Section ‎6.4(a)(i) equals the aggregate Capital Contributions made by such Member to the Fund; and (ii) Thereafter, 75% to the Members and 25% to the Managing Member. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Borrowing from description (a) The Managing Member may cause the Fund to borrow money or otherwise incur indebtedness or guaranty indebtedness of companies of which the Fund holds Securities in an amount, in the aggregate at any point in time, not in excess of 5% of the aggregate Capital Contributions of all Members. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Borrowing from description (a) The Managing Member may cause the Fund to borrow money or otherwise incur indebtedness or guaranty indebtedness of companies of which the Fund holds Securities in an amount, in the aggregate at any point in time, not in excess of 5% of the aggregate Capital Contributions of all Members. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Closings from description The Managing Member may admit additional Members at subsequent closings during the term of the Fund. Capital Contributions are due on date of each closing, payable in cash by wire transfer or in kind by transferring Eligible 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 Closings from description The Managing Member may admit additional Members at subsequent closings during the term of the Fund. Capital Contributions are due on date of each closing, payable in cash by wire transfer or in kind by transferring Eligible 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 LP Clawback from description N/A - SPV is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

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

###Human: Determine if the accounting term Organizational Expenses from description The Fund will bear all organization costs, fees and expenses incurred by or on behalf of the Fund or the Managing Member in connection with forming and organizing the Fund and the Managing Member, including legal and accounting fees and expenses incident thereto. These organizational expenses will be allocated to (and debited from) the Capital Accounts of the Members (in proportion to their respective allocable shares of the expenses based on the balance of their Capital Accounts). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Organizational Expenses from description The Fund will bear all organization costs, fees and expenses incurred by or on behalf of the Fund or the Managing Member in connection with forming and organizing the Fund and the Managing Member, including legal and accounting fees and expenses incident thereto. These organizational expenses will be allocated to (and debited from) the Capital Accounts of the Members (in proportion to their respective allocable shares of the expenses based on the balance of their Capital Accounts). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Audit from description Yes. The books and records of the Fund and the Managing Member will be kept in accordance with the provisions of this Agreement and otherwise in accordance with generally accepted accounting principles consistently applied in the United States (“GAAP”). The Fund’s financial statements for each Fiscal Year will be prepared in accordance with these principles consistently applied and, beginning with the Fiscal Year in which the Fund makes its initial investment in a portfolio company, will be audited at the end of each Fiscal Year by an independent certified public accountant of recognized national standing selected by the Managing Member. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Audit from description Yes. The books and records of the Fund and the Managing Member will be kept in accordance with the provisions of this Agreement and otherwise in accordance with generally accepted accounting principles consistently applied in the United States (“GAAP”). The Fund’s financial statements for each Fiscal Year will be prepared in accordance with these principles consistently applied and, beginning with the Fiscal Year in which the Fund makes its initial investment in a portfolio company, will be audited at the end of each Fiscal Year by an independent certified public accountant of recognized national standing selected by the Managing Member. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

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

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

###Human: Determine if the accounting term Capital Accounts and Allocations (Article IV) 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 (a) Despite Section ‎6.4 of this Agreement, the Fund may, prior to any distribution made under Section ‎6.4, distribute to the Managing Member amounts intended to enable the Managing Member (or any person whose tax liability is determined by reference to the income of the Managing Member) to discharge its U.S. federal income tax liabilities arising from the allocations of items of taxable income, gain or profit of the Fund to the Managing Member under this Agreement. The amount distributable to the Managing Member under this Section ‎6.3(a) will be calculated using the Assumed Tax Rate and otherwise be based on any reasonable assumptions the Managing Member determines in good faith to be appropriate. Any amount distributed to the Managing Member under this Section ‎6.3(a) will be taken into account and be treated as advances (and dollar for dollar reductions) of the next amounts otherwise distributable to the Managing Member with respect to any Member (and allocable among the Me is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Tax Distributions from description (a) Despite Section ‎6.4 of this Agreement, the Fund may, prior to any distribution made under Section ‎6.4, distribute to the Managing Member amounts intended to enable the Managing Member (or any person whose tax liability is determined by reference to the income of the Managing Member) to discharge its U.S. federal income tax liabilities arising from the allocations of items of taxable income, gain or profit of the Fund to the Managing Member under this Agreement. The amount distributable to the Managing Member under this Section ‎6.3(a) will be calculated using the Assumed Tax Rate and otherwise be based on any reasonable assumptions the Managing Member determines in good faith to be appropriate. Any amount distributed to the Managing Member under this Section ‎6.3(a) will be taken into account and be treated as advances (and dollar for dollar reductions) of the next amounts otherwise distributable to the Managing Member with respect to any Member (and allocable among the Me is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term K-1 Timing from description The Managing Member will cause the Fund’s tax return and IRS Form 1065, Schedule K-l, to be prepared and delivered in a timely manner to the Members (but in no event later than 90 days after the close of each of the Fund’s Fiscal Years). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term K-1 Timing from description The Managing Member will cause the Fund’s tax return and IRS Form 1065, Schedule K-l, to be prepared and delivered in a timely manner to the Members (but in no event later than 90 days after the close of each of the Fund’s Fiscal Years). is 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 Beginning with the Fiscal Quarter in which the Fund makes its initial investment in a portfolio company, the Managing Member will transmit to the Members within 60 days of the close of each of the first three Fiscal Quarters of each Fiscal Year, financial statements of the Fund prepared in accordance with the terms of this Agreement and otherwise in accordance with GAAP from its books without audit and subject to year-end adjustments, the amount of each Member’s Capital Account, a list of investments held by the Fund at the end of such Fiscal Quarter, a summary of acquisitions and dispositions of investments made by the Fund during such Fiscal Quarter, and valuations of the investments held by the Fund as of the end of such Fiscal Quarter prepared by the Managing Member. The Managing Member will transmit to the Members within 120 days after the close of each of the Fund’s Fiscal Years, beginning with the Fiscal Year ending December 31, 2016, the audited financial statements of the Fun is 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 Beginning with the Fiscal Quarter in which the Fund makes its initial investment in a portfolio company, the Managing Member will transmit to the Members within 60 days of the close of each of the first three Fiscal Quarters of each Fiscal Year, financial statements of the Fund prepared in accordance with the terms of this Agreement and otherwise in accordance with GAAP from its books without audit and subject to year-end adjustments, the amount of each Member’s Capital Account, a list of investments held by the Fund at the end of such Fiscal Quarter, a summary of acquisitions and dispositions of investments made by the Fund during such Fiscal Quarter, and valuations of the investments held by the Fund as of the end of such Fiscal Quarter prepared by the Managing Member. The Managing Member will transmit to the Members within 120 days after the close of each of the Fund’s Fiscal Years, beginning with the Fiscal Year ending December 31, 2016, the audited financial statements of the Fun is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

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

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

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

###Human: Determine if the accounting term Amended and Restated LPA from description This LPA is an A&R LPA. Our template used to be wrong and call it amended and restated as if we did an initial LPA. We don't do that, so the template has since been updated to remove the language about amended and restated/withdrawal of the initial limited partner, and just call it an LPA, is 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 Amended and Restated LPA from description This LPA is an A&R LPA. Our template used to be wrong and call it amended and restated as if we did an initial LPA. We don't do that, so the template has since been updated to remove the language about amended and restated/withdrawal of the initial limited partner, and just call it an LPA, is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Term from description The General Partner may, in its sole discretion by written notice to the Limited Partners, extend the Partnership term for up to two (2) consecutive additional one (1) year periods, and with the approval of a Majority in Interest of the Limited Partners, one (1) additional one (1) year period. The Partnership may make follow-on investments in existing portfolio companies during any extension period if the Investment Adviser deems such investments to be in the best interest of the Partnership. The Management Fee during any extension period will be calculated as set forth in Article 6. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Term from description The General Partner may, in its sole discretion by written notice to the Limited Partners, extend the Partnership term for up to two (2) consecutive additional one (1) year periods, and with the approval of a Majority in Interest of the Limited Partners, one (1) additional one (1) year period. The Partnership may make follow-on investments in existing portfolio companies during any extension period if the Investment Adviser deems such investments to be in the best interest of the Partnership. The Management Fee during any extension period will be calculated as set forth in Article 6. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions Waterfall from description (a) Distributions pursuant to this paragraph 7.5 shall be preliminarily apportioned among all Partners in accordance with their respective Partnership Percentages. The amount of such distributions so apportioned to the General Partner shall be distributed to the General Partner, and the amount so apportioned to each Limited Partner shall be distributed as follows: (i) First, to the Limited Partner until the Limited Partner has received aggregate distributions pursuant to paragraph 7.4 (that are deemed distributions under this paragraph 7.5(a)(i)) and this paragraph 7.5(a)(i) (with any in-kind distributions valued at the time of distribution in accordance with paragraph 12.1) equal to the sum of the Limited Partner’s capital contributions to the Partnership (“Payback”). The determination of whether Payback has occurred shall be made at the time of each distribution. (ii) Subsequent to Payback, all such distributions from the Capital Accounts of the Partners shall is 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) Distributions pursuant to this paragraph 7.5 shall be preliminarily apportioned among all Partners in accordance with their respective Partnership Percentages. The amount of such distributions so apportioned to the General Partner shall be distributed to the General Partner, and the amount so apportioned to each Limited Partner shall be distributed as follows: (i) First, to the Limited Partner until the Limited Partner has received aggregate distributions pursuant to paragraph 7.4 (that are deemed distributions under this paragraph 7.5(a)(i)) and this paragraph 7.5(a)(i) (with any in-kind distributions valued at the time of distribution in accordance with paragraph 12.1) equal to the sum of the Limited Partner’s capital contributions to the Partnership (“Payback”). The determination of whether Payback has occurred shall be made at the time of each distribution. (ii) Subsequent to Payback, all such distributions from the Capital Accounts of the Partners shall is 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 (a) Except as provided in paragraphs 3.2(b), and 9.6, an additional Person may be admitted as a Partner only with the prior approval of the LPAC. is 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 (a) Except as provided in paragraphs 3.2(b), and 9.6, an additional Person may be admitted as a Partner only with the prior approval of the LPAC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Audit from description Notwithstanding the foregoing, at the request of a Majority in Interest of the Limited Partners, 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. In the event that the financial statements for any fiscal year are unaudited, the General Partner shall use commercially reasonable efforts to provide to any Limited Partner that is a Pooled Vehicle Partner where such Pooled Vehicle Partner’s financial statements are audited, at such Limited Partner’s request, any other information reasonably requested by such Limited Partner in connection with such Limited Partner’s own audit and further agrees to use commercially reasonable efforts to cause such Limited Partner to gain reasonable access to the Partnership’s accountants in connection therewith. is Foundational, Manual, or Non-Foundational and add a comment 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 Notwithstanding the foregoing, at the request of a Majority in Interest of the Limited Partners, 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. In the event that the financial statements for any fiscal year are unaudited, the General Partner shall use commercially reasonable efforts to provide to any Limited Partner that is a Pooled Vehicle Partner where such Pooled Vehicle Partner’s financial statements are audited, at such Limited Partner’s request, any other information reasonably requested by such Limited Partner in connection with such Limited Partner’s own audit and further agrees to use commercially reasonable efforts to cause such Limited Partner to gain reasonable access to the Partnership’s accountants in connection therewith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Allocation of Profit or Loss (5.1) 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":false}

###Human: Determine if the accounting term Allocation of Profit or Loss (5.1) 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":false}

###Human: Determine if the accounting term Regulatory Allocations (5.3) 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 (5.3) 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 Income Tax Allocations (5.4) 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 Income Tax Allocations (5.4) 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 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 within ninety (90) days 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 within ninety (90) days 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 Reports from description Annual: Beginning with fiscal year that ends after the Initial Closing Date, the General Partner shall use commercially reasonable efforts to transmit to the Limited Partners within ninety (90) days after the close of each fiscal year of the Partnership, unaudited financial statements of the Partnership prepared in accordance with the terms of this Agreement and otherwise in accordance with GAAP, including an income statement for the year then ended and a balance sheet as of the end of such year, and a list of investments then held together with a valuation of the investments then held. The Limited Partners acknowledge that (a) the General Partner’s ability to timely deliver the annual reports required by this paragraph 11.4 may depend on the receipt by the Partnership of financial information from investment counterparties, and (b) the annual reports shall not include any information that the General Partner determines the disclosure of which might result in the Partnership or the Ge is 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: Beginning with fiscal year that ends after the Initial Closing Date, the General Partner shall use commercially reasonable efforts to transmit to the Limited Partners within ninety (90) days after the close of each fiscal year of the Partnership, unaudited financial statements of the Partnership prepared in accordance with the terms of this Agreement and otherwise in accordance with GAAP, including an income statement for the year then ended and a balance sheet as of the end of such year, and a list of investments then held together with a valuation of the investments then held. The Limited Partners acknowledge that (a) the General Partner’s ability to timely deliver the annual reports required by this paragraph 11.4 may depend on the receipt by the Partnership of financial information from investment counterparties, and (b) the annual reports shall not include any information that the General Partner determines the disclosure of which might result in the Partnership or the Ge is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: No Is the management fee offset by any such placement fees: Yes NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: No Is the management fee offset by any such placement fees: Yes NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term GP Removal from description The General Partner may be removed and replaced upon the occurrence of a Cause Event by vote of the Limited Partners holding at least two-thirds (2/3) in Interest in the Partnership. The removed General Partner shall not be entitled to have any rights or powers of a general partner. Any Successor General Partner will and is hereby authorized to continue the Partnership and exercise the rights, powers, and obligations hereunder of the General Partner and, upon execution of a written acceptance of this Agreement, shall be deemed admitted to the Partnership as a General Partner immediately prior to the removal of the prior general partner. Upon the General Partner’s removal, any management services agreement between the Partnership and the Investment Adviser or any Affiliate of the General Partner shall automatically terminate. A “Cause Event” shall mean the General Partner: (a) being convicted of, or pleading guilty or nolo contendere to fraud, embezzlement, or a similar felony, in ea is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term GP Removal from description The General Partner may be removed and replaced upon the occurrence of a Cause Event by vote of the Limited Partners holding at least two-thirds (2/3) in Interest in the Partnership. The removed General Partner shall not be entitled to have any rights or powers of a general partner. Any Successor General Partner will and is hereby authorized to continue the Partnership and exercise the rights, powers, and obligations hereunder of the General Partner and, upon execution of a written acceptance of this Agreement, shall be deemed admitted to the Partnership as a General Partner immediately prior to the removal of the prior general partner. Upon the General Partner’s removal, any management services agreement between the Partnership and the Investment Adviser or any Affiliate of the General Partner shall automatically terminate. A “Cause Event” shall mean the General Partner: (a) being convicted of, or pleading guilty or nolo contendere to fraud, embezzlement, or a similar felony, in ea is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

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

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

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

###Human: Determine if the accounting term GP Commitment from description The aggregate Capital Commitments of the General Partner and the Sponsor Associated Persons (together with any capital commitments by such persons to the Parallel Funds, if any) shall equal at least one percent (1%) of the sum of the aggregate Capital Commitments to the Partnership and the aggregate capital commitments to the Parallel Funds, if any. is Foundational, Manual, or Non-Foundational and add a comment 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 aggregate Capital Commitments of the General Partner and the Sponsor Associated Persons (together with any capital commitments by such persons to the Parallel Funds, if any) shall equal at least one percent (1%) of the sum of the aggregate Capital Commitments to the Partnership and the aggregate capital commitments to the Parallel Funds, if any. is Foundational, Manual, or Non-Foundational and add a comment 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 shall pay Sunset Venture Partners, LLC or another entity designated by the General Partner (the “Management Company”) a management fee for services rendered to the Partnership, commencing on the Initial Contribution Date until the Date of Dissolution. Commencing with the Fiscal Quarter in which the Initial Contribution Date occurs, the management fee with respect to each Fiscal Quarter (or portion thereof) shall be payable in advance on the first day of such Fiscal Quarter (or portion thereof), with the management fee for any partial quarter prorated based on the number of days in such Fiscal Quarter; provided, however, that the management fee with respect to the Fiscal Quarter in which the Initial Contribution Date occurs shall be payable on the Initial Contribution Date and for such Fiscal Quarter shall be for the amount that would be payable for a full (i.e., non-prorated) Fiscal Quarter. The actual Management Fee Percentage is listed on Schedule A, starting at 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 shall pay Sunset Venture Partners, LLC or another entity designated by the General Partner (the “Management Company”) a management fee for services rendered to the Partnership, commencing on the Initial Contribution Date until the Date of Dissolution. Commencing with the Fiscal Quarter in which the Initial Contribution Date occurs, the management fee with respect to each Fiscal Quarter (or portion thereof) shall be payable in advance on the first day of such Fiscal Quarter (or portion thereof), with the management fee for any partial quarter prorated based on the number of days in such Fiscal Quarter; provided, however, that the management fee with respect to the Fiscal Quarter in which the Initial Contribution Date occurs shall be payable on the Initial Contribution Date and for such Fiscal Quarter shall be for the amount that would be payable for a full (i.e., non-prorated) Fiscal Quarter. The actual Management Fee Percentage is listed on Schedule A, starting at 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 any directors’ fees or consulting fees, transaction fees, monitoring fees, break-up fees or equivalent compensation, whether in cash or in kind, paid to the General Partner, the Management Company, any full-time permanent employee of the General Partner or the Management Company, a Principal or any of their respective Affiliates from any Portfolio Company in which the Partnership then holds an interest (other than reimbursement of out-of- pocket expenses, including taxes, if any) for services rendered by such persons (hereinafter, “Fees Subject to Offset”) shall be (i) remitted to the Management Company and used first to reimburse the Management Company for any transaction or other expenses advanced by the Management Company on behalf of the Partnership and not reimbursed by the Partnership or a third party and (ii) the Limited Partner Percentage of any remaining Fees Subject to Offset shall be offset against and reduce the amount of the management fee payment next due (subject to Sect is 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 any directors’ fees or consulting fees, transaction fees, monitoring fees, break-up fees or equivalent compensation, whether in cash or in kind, paid to the General Partner, the Management Company, any full-time permanent employee of the General Partner or the Management Company, a Principal or any of their respective Affiliates from any Portfolio Company in which the Partnership then holds an interest (other than reimbursement of out-of- pocket expenses, including taxes, if any) for services rendered by such persons (hereinafter, “Fees Subject to Offset”) shall be (i) remitted to the Management Company and used first to reimburse the Management Company for any transaction or other expenses advanced by the Management Company on behalf of the Partnership and not reimbursed by the Partnership or a third party and (ii) the Limited Partner Percentage of any remaining Fees Subject to Offset shall be offset against and reduce the amount of the management fee payment next due (subject to Sect is 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 Waivers from description See 5.1(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":true,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee Waivers from description See 5.1(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":true,"nonFoundational":false}

###Human: Determine if the accounting term Investment Period from description The period beginning on the Initial Contribution Date and ending on the earlier to occur of (a) the fifth anniversary of the Initial Contribution Date or (b) the date on which the Investment Period terminates pursuant to Section 2.3(b). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Investment Period from description The period beginning on the Initial Contribution Date and ending on the earlier to occur of (a) the fifth anniversary of the Initial Contribution Date or (b) the date on which the Investment Period terminates pursuant to Section 2.3(b). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Term from description The term of the Partnership commenced upon the filing with the office of the Secretary of State of the State of Delaware of the Certificate of Limited Partnership of the Partnership (the “Commencement Date”) and shall continue until the tenth anniversary of the Initial Contribution Date unless the Partnership is sooner dissolved as provided in Section 2.2 or the Partnership term is extended as provided in Section 2.1(b) (the “Partnership Term”). (b) The General Partner, in its sole and absolute discretion, may extend the Partnership Term beyond the tenth anniversary of the Initial Contribution Date by up to two (2) additional one (1) year periods. Thereafter, the General Partner may extend the Partnership Term additional one (1) year periods with the consent of either the Advisory Committee or a majority in interest of the Fund 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":false,"nonFoundational":false}

###Human: Determine if the accounting term Term from description The term of the Partnership commenced upon the filing with the office of the Secretary of State of the State of Delaware of the Certificate of Limited Partnership of the Partnership (the “Commencement Date”) and shall continue until the tenth anniversary of the Initial Contribution Date unless the Partnership is sooner dissolved as provided in Section 2.2 or the Partnership term is extended as provided in Section 2.1(b) (the “Partnership Term”). (b) The General Partner, in its sole and absolute discretion, may extend the Partnership Term beyond the tenth anniversary of the Initial Contribution Date by up to two (2) additional one (1) year periods. Thereafter, the General Partner may extend the Partnership Term additional one (1) year periods with the consent of either the Advisory Committee or a majority in interest of the Fund 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":false,"nonFoundational":false}

###Human: Determine if the accounting term Reinvestment of Capital from description To permit the General Partner, in its sole discretion, to cause the Partnership’s cumulative investment in Securities other than Money Market Investments, Bridge and Short-Term Securities and other passive investments over the term of the Partnership to equal up to one hundred twenty percent (120%) of the Partnership’s aggregate Capital Commitments as permitted in Section 7.2(c) and to enable the Partnership to pay management fees or Partnership indebtedness or guarantees incurred in accordance with Section 7.2(a), the General Partner may cause any cash distributions to be recalled by the Partnership from each Partner pro rata based on the amount of distributions made to all Partners pursuant to Sections 6.4(a) or 6.4(e) that represent a return of capital contributions (as reasonably determined by the General Partner) (a “Recallable Distribution”). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Reinvestment of Capital from description To permit the General Partner, in its sole discretion, to cause the Partnership’s cumulative investment in Securities other than Money Market Investments, Bridge and Short-Term Securities and other passive investments over the term of the Partnership to equal up to one hundred twenty percent (120%) of the Partnership’s aggregate Capital Commitments as permitted in Section 7.2(c) and to enable the Partnership to pay management fees or Partnership indebtedness or guarantees incurred in accordance with Section 7.2(a), the General Partner may cause any cash distributions to be recalled by the Partnership from each Partner pro rata based on the amount of distributions made to all Partners pursuant to Sections 6.4(a) or 6.4(e) that represent a return of capital contributions (as reasonably determined by the General Partner) (a “Recallable Distribution”). is 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 The General Partner shall give the Partners at least ten (10) days’ prior notice (which may be by electronic mail or other written means) of the date on which each Partner shall be required to contribute capital, in cash, to the Partnership payable by wire transfer or check in the amount as shall be specified by the General Partner in such notice (such Partner’s “Initial Capital Contribution”). Subsequent to the Initial Contribution Date, each Partner shall make additional capital contributions, in cash, to the Partnership, payable by wire transfer or check, upon at least ten (10) days’ prior written notice (which may be by electronic mail or other written means) from the General Partner (the “Drawdown Notice”) at such time (the “Drawdown Date”) and in such amount (the “Drawdown Amount”) as shall be specified in the Drawdown Notice. Notwithstanding the foregoing provisions of Sections 3.1 and 3.2, with regard to a Limited Partner that: (i) has a Capital Commitment that is less than is 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 The General Partner shall give the Partners at least ten (10) days’ prior notice (which may be by electronic mail or other written means) of the date on which each Partner shall be required to contribute capital, in cash, to the Partnership payable by wire transfer or check in the amount as shall be specified by the General Partner in such notice (such Partner’s “Initial Capital Contribution”). Subsequent to the Initial Contribution Date, each Partner shall make additional capital contributions, in cash, to the Partnership, payable by wire transfer or check, upon at least ten (10) days’ prior written notice (which may be by electronic mail or other written means) from the General Partner (the “Drawdown Notice”) at such time (the “Drawdown Date”) and in such amount (the “Drawdown Amount”) as shall be specified in the Drawdown Notice. Notwithstanding the foregoing provisions of Sections 3.1 and 3.2, with regard to a Limited Partner that: (i) has a Capital Commitment that is less than is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Distributions Waterfall from description Amounts initially apportioned to the General Partner pursuant to the immediately preceding sentence shall be distributed to the General Partner, and amounts initially apportioned to the Limited Partners pursuant to the immediately preceding sentence shall be reapportioned and distributed, in each case, in the following manner and order of priority: (i) First, to the Limited Partners in proportion to their respective Partnership Percentages until all Limited Partners (other than Defaulting Limited Partners) have received aggregate distributions pursuant to this Section 6.4(a)(i) equal to the aggregate amount of capital contributions made by such Limited Partners pursuant to Article III hereof as of such time; and (ii) Thereafter, twenty percent (20%) to the General Partner and eighty percent (80%) to the Limited Partners in proportion to their respective Partnership Percentages. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Distributions Waterfall from description Amounts initially apportioned to the General Partner pursuant to the immediately preceding sentence shall be distributed to the General Partner, and amounts initially apportioned to the Limited Partners pursuant to the immediately preceding sentence shall be reapportioned and distributed, in each case, in the following manner and order of priority: (i) First, to the Limited Partners in proportion to their respective Partnership Percentages until all Limited Partners (other than Defaulting Limited Partners) have received aggregate distributions pursuant to this Section 6.4(a)(i) equal to the aggregate amount of capital contributions made by such Limited Partners pursuant to Article III hereof as of such time; and (ii) Thereafter, twenty percent (20%) to the General Partner and eighty percent (80%) to the Limited Partners in proportion to their respective Partnership Percentages. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Borrowing from description The General Partner may cause the Partnership to borrow money or otherwise incur indebtedness or guarantee indebtedness of companies of which the Partnership holds Securities; provided, that, without the prior approval of the Advisory Committee, (i) the Partnership shall not incur any indebtedness or guarantees in an aggregate amount in excess, at any point in time, of fifteen percent (15%) of the Partnership’s aggregate Capital Commitments and (ii) any borrowing or indebtedness pursuant to this sentence shall not remain outstanding for more than one hundred twenty (120) consecutive days. In connection with borrowing money or otherwise incurring indebtedness pursuant to this Section 7.2(a), and in accordance with Section 7.7(a), the General Partner and the Partnership may pledge, hypothecate, mortgage, assign, transfer and grant a security interest in any of the assets of or Securities held by the Partnership, including the Capital Commitments, capital contributions and other assets 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 General Partner may cause the Partnership to borrow money or otherwise incur indebtedness or guarantee indebtedness of companies of which the Partnership holds Securities; provided, that, without the prior approval of the Advisory Committee, (i) the Partnership shall not incur any indebtedness or guarantees in an aggregate amount in excess, at any point in time, of fifteen percent (15%) of the Partnership’s aggregate Capital Commitments and (ii) any borrowing or indebtedness pursuant to this sentence shall not remain outstanding for more than one hundred twenty (120) consecutive days. In connection with borrowing money or otherwise incurring indebtedness pursuant to this Section 7.2(a), and in accordance with Section 7.7(a), the General Partner and the Partnership may pledge, hypothecate, mortgage, assign, transfer and grant a security interest in any of the assets of or Securities held by the Partnership, including the Capital Commitments, capital contributions and other assets 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 On or before the date that is eighteen (18) months after the Initial Contribution Date (the “Final Closing Deadline”), the General Partner may admit additional persons as additional Limited Partners or accept additional capital commitments from existing Limited Partners or from the General Partner without the consent of any of the then Limited Partners and, for the avoidance of doubt, without the consent of the Advisory Committee. Upon the admission of any additional Limited Partners to the Partnership or the increase of Capital Commitment of any existing Limited Partner or the General Partner pursuant to this Section 7.6(b), the assets of the Partnership shall not be revalued. A Limited Partner admitted to the Partnership (or whose Capital Commitment has been increased) pursuant to Section 7.6(b) after the Initial Contribution Date shall, at the time of its admission to the Partnership or increase of its Capital Commitment, pay to the Partnership as a late admission charge (and not is 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 On or before the date that is eighteen (18) months after the Initial Contribution Date (the “Final Closing Deadline”), the General Partner may admit additional persons as additional Limited Partners or accept additional capital commitments from existing Limited Partners or from the General Partner without the consent of any of the then Limited Partners and, for the avoidance of doubt, without the consent of the Advisory Committee. Upon the admission of any additional Limited Partners to the Partnership or the increase of Capital Commitment of any existing Limited Partner or the General Partner pursuant to this Section 7.6(b), the assets of the Partnership shall not be revalued. A Limited Partner admitted to the Partnership (or whose Capital Commitment has been increased) pursuant to Section 7.6(b) after the Initial Contribution Date shall, at the time of its admission to the Partnership or increase of its Capital Commitment, pay to the Partnership as a late admission charge (and not is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term General Partner Clawback from description See Section 8.3. is 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 See Section 8.3. is 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 See Section 10.15 - Return of Certain 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 LP Clawback from description See Section 10.15 - Return of Certain 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 Fund Expenses from description Standard/thorough list of fund expenses. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

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

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

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

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

###Human: Determine if the accounting term Audit from description Financial statements may, at the electino of the General Partner, be audited at the end of each Fiscal Year by an independent public accounting firm of recognized regional or national standing selected by the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Audit from description Financial statements may, at the electino of the General Partner, be audited at the end of each Fiscal Year by an independent public accounting firm of recognized regional or national standing selected by the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Other Allocations (12.2) 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":false,"nonFoundational":false}

###Human: Determine if the accounting term Other Allocations (12.2) 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":false,"nonFoundational":false}

###Human: Determine if the accounting term Income Tax Allocations (12.3) 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":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Income Tax Allocations (12.3) 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":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Withholding (12.7) 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 Withholding (12.7) 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 Apportionment of Amounts WIthheld at the Source or Paid by the Partnership (12.8) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term Apportionment of Amounts WIthheld at the Source or Paid by the Partnership (12.8) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Tax Representative (12.11) 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 Representative (12.11) 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 (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":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Tax Distributions (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":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term K-1 Timing from description The General Partner shall cause an IRS Form 1065, Schedule K-1, to be prepared and delivered in a timely manner to each of the Limited Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

###Human: Determine if the accounting term K-1 Timing from description The General Partner shall cause an IRS Form 1065, Schedule K-1, to be prepared and delivered in a timely manner to each of the Limited Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description Quarterly: Beginning with the first full Fiscal Quarter following the earlier to occur of the Initial Contribution Date or the Initial Investment Date, the General Partner shall endeavor to transmit to each Limited Partner within forty-five (45 days after the close of each of the first three Fiscal Quarters of each Fiscal Year, the summary financial statements of the Partnership prepared in accordance with generally accepted accounting principles (“GAAP”) from its books without audit or footnotes and subject to year-end adjustments; provided, however, that no such report shall be transmitted or prepared with respect to any Fiscal Quarter ending prior to such earlier date. Annual: The General Partner shall endeavor to transmit to each Limited Partner, within ninety (90) days after the close of each of the Partnership’s Fiscal Years, beginning with the Fiscal Year ending December 31 of the year that includes the earlier to occur of the Initial Contribution Date or the Initial Investment is 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 Quarterly: Beginning with the first full Fiscal Quarter following the earlier to occur of the Initial Contribution Date or the Initial Investment Date, the General Partner shall endeavor to transmit to each Limited Partner within forty-five (45 days after the close of each of the first three Fiscal Quarters of each Fiscal Year, the summary financial statements of the Partnership prepared in accordance with generally accepted accounting principles (“GAAP”) from its books without audit or footnotes and subject to year-end adjustments; provided, however, that no such report shall be transmitted or prepared with respect to any Fiscal Quarter ending prior to such earlier date. Annual: The General Partner shall endeavor to transmit to each Limited Partner, within ninety (90) days after the close of each of the Partnership’s Fiscal Years, beginning with the Fiscal Year ending December 31 of the year that includes the earlier to occur of the Initial Contribution Date or the Initial Investment is 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 9.2. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

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

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