--- tags: - sentence-transformers - sentence-similarity - feature-extraction - generated_from_trainer - dataset_size:43536 - loss:CosineSimilarityLoss widget: - source_sentence: "\n ### Question\n What is the jurisdiction applies\ \ to this fund?\n ### Definition\n The physical location where\ \ the fund is incorporated\n \n " sentences: - "2\r\niCapital Income Opportunities Fund, L.P. July, 2020\r\n83432367_9\r\nSUMMARY\ \ OF TERMS\r\nThe following summary is qualified in its entirety by the more detailed\ \ information set forth \r\nelsewhere herein, by the terms of the Limited Partnership\ \ Agreement of iCapital Income \r\nOpportunities Fund, L.P. (the “Partnership”),\ \ as amended and restated from time to time (the \r\n“Partnership Agreement”),\ \ a copy of which is attached to this Confidential Private Placement \r\nMemorandum\ \ (the “Memorandum”) as Exhibit A, and by the more detailed information \r\nregarding\ \ Drawbridge Special Opportunities Fund LP (the “Fortress Fund”), through which\ \ \r\nthe Partnership will invest substantially all of its assets, except for\ \ such capital retained by the \r\nPartnership to pay any fees, expenses or other\ \ costs related to the Partnership and the \r\nproceeds of withdrawals made from\ \ the Fortress Fund to fund Partnership distributions, as \r\nset forth in the\ \ Confidential Memorandum of the Fortress Fund (the “Fortress \r\nMemorandum”)\ \ attached hereto as Exhibit B. Terms used but not defined in this \r\nMemorandum\ \ will have the meanings set forth in the Partnership Agreement. Information in\ \ \r\nthis Memorandum about the Fortress Fund that is derived from information\ \ included in the \r\nFortress Memorandum is qualified in its entirety by the\ \ more detailed information about the \r\nFortress Fund included in the Fortress\ \ Memorandum. The current limited partnership \r\nagreement of the Fortress Fund\ \ is available upon request.\r\nThis Memorandum and the Fortress Memorandum are\ \ important documents and should be \r\nread in their entirety, along with the\ \ exhibits to each, before an investor decides whether to \r\nsubscribe for units\ \ of limited partnership interest (“Units”) in the Partnership. Each investor\ \ \r\nshould consult with independent financial, legal and/or tax advisors, as\ \ needed, before \r\nmaking any investment decision.\r\nTHE PARTNERSHIP iCapital\ \ Income Opportunities Fund, L.P. was organized as a \r\nlimited partnership in\ \ October 2013 under the Delaware \r\nRevised Uniform Limited Partnership Act\ \ (the “Partnership \r\nAct”).\r\nGENERAL PARTNER The Partnership’s general partner\ \ is iCapital HF GP, LLC \r\n(the “General Partner”). The General Partner will\ \ delegate \r\nall of its discretionary investment advisory authority and \r\n\ responsibility to the Investment Manager (as defined below) \r\npursuant to an\ \ investment advisory agreement (the \r\n“Investment Advisory Agreement”). The\ \ General Partner \r\nmay form other investment vehicles in the future to invest\ \ in \r\nthe Fortress Fund. The General Partner currently serves as \r\nthe general\ \ partner or manager to other investment vehicles \r\nand may serve as the general\ \ partner or manager to other \r\ninvestment vehicles formed in the future. \r\ \nINVESTMENT MANAGER The General Partner will appoint iCapital Advisors, LLC,\ \ a \r\niCapital Network - 10.29.2024 jlu-admin@icapitalnetwork.com\n" - "Certain Legal and Tax Considerations\r\nStrategic Partners IX 197\r\nrelated\ \ to a trade or business, but excludes investment interest, to which separate\ \ limitations apply (as \r\ndiscussed above). \r\nDistributions. In general, a\ \ Limited Partner will not recognize taxable income as a consequence of \r\nreceiving\ \ a distribution from the Partnership, except to the extent that any cash (including\ \ in certain \r\ncircumstances distributions of certain “marketable securities”\ \ treated as cash distributions) distributed to \r\nthe Limited Partner exceeds\ \ the Limited Partner’s adjusted tax basis in its Interest. Any such excess will\ \ \r\nbe treated as gain from the sale of the Limited Partner’s Interest. See\ \ “—Disposition of Interests in the \r\nPartnership” below. Because the basis\ \ of a Limited Partner’s Interest will be increased by the Limited \r\nPartner’s\ \ share of the net income of the Partnership, a distribution corresponding to\ \ the Limited Partner’s \r\nshare of the Partnership’s net income will generally\ \ not be taxable. A Limited Partner will not recognize a \r\nloss for U.S. federal\ \ income tax purposes as a consequence of receiving a distribution from the \r\ \nPartnership, except that if a Limited Partner receives a distribution solely\ \ of cash in complete liquidation \r\nof its Interest, the Limited Partner will\ \ recognize a loss equal to the excess, if any, of its adjusted tax basis \r\n\ in its Interest over the amount of such cash. If, however, a Limited Partner receives\ \ any property other \r\nthan cash in a distribution in complete liquidation of\ \ its Interest, the Limited Partner will not recognize a \r\nloss, if any, until\ \ it disposes of any such distributed property in a taxable transaction. For U.S.\ \ federal \r\nincome tax purposes, a Limited Partner will be treated as holding\ \ a single interest in the Partnership with \r\na single tax basis, even though\ \ the Limited Partner has made capital contributions to the Partnership at \r\n\ different times. In general, a Limited Partner’s tax basis in its Interest will\ \ be equal to (i) the aggregate \r\namount of capital contributions made by the\ \ Limited Partner, (ii) increased by the Limited Partner’s share \r\nof the Partnership’s\ \ income and gain and by any increase in the Limited Partner’s share of the \r\ \nPartnership’s liabilities and (iii) decreased (but not below zero) by the amount\ \ of any distribution the \r\nLimited Partner has received from the Partnership\ \ (which, in the case of a distribution in kind, will be equal \r\nto the Partnership’s\ \ adjusted tax basis in the distributed asset immediately prior to the distribution),\ \ by \r\nthe Limited Partner’s share of the Partnership’s losses and deductions\ \ and by any reduction in the Limited \r\nPartner’s share of the Partnership’s\ \ liabilities, in each case, as determined for U.S. federal income tax \r\npurposes.\r\ \nDisposition of Interests in the Partnership. On a sale or other taxable disposition\ \ of all or any portion of \r\nan Interest, a Limited Partner will generally recognize\ \ gain or loss in an amount equal to the difference \r\nbetween the amount realized\ \ on the disposition and the Limited Partner’s adjusted tax basis in the \r\n\ transferred Interest. The amount realized on a disposition of an Interest will\ \ be equal to the amount of \r\ncash and the fair market value of other property\ \ received by the Limited Partner, plus the portion of the \r\nLimited Partner’s\ \ share (if any) of the Partnership’s liabilities that is attributable to the\ \ transferred \r\nInterest. \r\nIn general, any gain or loss recognized by a Limited\ \ Partner on the disposition of an Interest will be capital \r\ngain or loss,\ \ but the Limited Partner may recognize ordinary income or loss on the disposition\ \ in respect \r\nof its share of assets of the Partnership or any Underlying Vehicle\ \ described in Section 751(c) of the Code. \r\nUnder certain circumstances, a\ \ Limited Partner could realize ordinary income in respect of Section 751(c) \r\ \nassets on the disposition of an Interest even though the Limited Partner recognizes\ \ an overall capital loss \r\non the disposition.\r\nFor purposes of determining\ \ whether any gain or loss recognized by a Limited Partner on the disposition\ \ \r\nof all or any portion of its Interest is long-term or short-term, the Limited\ \ Partner will be treated, pursuant \r\nto a formula set forth in applicable Treasury\ \ Regulations, as having a long-term holding period for the \r\nportion of its\ \ Interest that is attributable to capital contributions the Limited Partner made\ \ more than one \r\nyear prior to the date of the disposition and as having a\ \ short-term holding period for the balance of its \r\niCapital Network - 10.30.2024\ \ jlu-admin@icapitalnetwork.com\n" - "-151- \r\nCANADA \r\nTHIS OFFERING IS BEING MADE IN THE PROVINCES OF ALBERTA,\ \ BRITISH COLUMBIA, ONTARIO AND \r\nQUÉBEC (THE “CANADIAN JURISDICTIONS”) SOLELY\ \ BY THIS MEMORANDUM AND ANY DECISION TO \r\nPURCHASE THE INTERESTS SHOULD BE\ \ BASED SOLELY ON INFORMATION CONTAINED IN THIS \r\nMEMORANDUM. THIS MEMORANDUM\ \ IS NOT, AND UNDER NO CIRCUMSTANCES IS IT TO BE CONSTRUED \r\nAS, A PROSPECTUS,\ \ ADVERTISEMENT OR PUBLIC OFFERING OF THE SECURITIES REFERRED TO HEREIN. NO \r\ \nSECURITIES COMMISSION OR SIMILAR REGULATORY AUTHORITY IN CANADA OR ELSEWHERE\ \ HAS \r\nREVIEWED OR IN ANY WAY PASSED UPON THIS MEMORANDUM OR THE MERITS OF\ \ THESE SECURITIES, AND \r\nANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.\ \ THE SECURITIES OFFERED HEREUNDER WILL \r\nBE ISSUED UNDER EXEMPTIONS FROM THE\ \ PROSPECTUS REQUIREMENTS OF THE APPLICABLE SECURITIES\r\nLAWS OF EACH OF THE\ \ CANADIAN JURISDICTIONS AND THE RULES, REGULATIONS AND POLICIES \r\nTHEREUNDER\ \ AND WILL BE SUBJECT TO CERTAIN RESALE RESTRICTIONS. THIS IS A RISKY INVESTMENT.\ \ \r\nRESALE RESTRICTIONS \r\nTHE DISTRIBUTION OF THE INTERESTS IN THE CANADIAN\ \ JURISDICTIONS IS BEING MADE ON A PRIVATE \r\nPLACEMENT BASIS ONLY AND IS THEREFORE\ \ EXEMPT FROM THE REQUIREMENT THAT THE FUND PREPARE \r\nAND FILE A PROSPECTUS\ \ WITH THE RELEVANT CANADIAN REGULATORY AUTHORITY. ACCORDINGLY, \r\nANY RESALE\ \ OF THE INTERESTS MUST BE MADE IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS,\ \ \r\nWHICH WILL VARY DEPENDING ON THE RELEVANT CANADIAN JURISDICTION, AND WHICH\ \ MAY REQUIRE \r\nRESALES TO BE MADE IN ACCORDANCE WITH EXEMPTIONS FROM REGISTRATION\ \ AND PROSPECTUS \r\nREQUIREMENTS. CANADIAN RESALE RESTRICTIONS IN SOME CIRCUMSTANCES\ \ MAY APPLY TO RESALES OF \r\nINTERESTS MADE OUTSIDE OF CANADA. CANADIAN PURCHASERS\ \ ARE ADVISED TO SEEK LEGAL ADVICE \r\nPRIOR TO ANY RESALE OF THE INTERESTS. \r\ \nTHE FUND IS NOT, AND MAY NEVER BE, A “REPORTING ISSUER”, AS SUCH TERM IS DEFINED\ \ UNDER \r\nAPPLICABLE CANADIAN SECURITIES LEGISLATION, IN ANY PROVINCE OR TERRITORY\ \ OF CANADA IN WHICH \r\nTHE INTERESTS WILL BE OFFERED AND THERE CURRENTLY IS\ \ NO PUBLIC MARKET FOR ANY OF THE \r\nINTERESTS IN CANADA, AND ONE MAY NEVER DEVELOP.\ \ UNDER NO CIRCUMSTANCES WILL THE FUND OR \r\nTHE GENERAL PARTNER BE REQUIRED\ \ TO FILE A PROSPECTUS OR SIMILAR DOCUMENT WITH ANY \r\nSECURITIES REGULATORY\ \ AUTHORITY IN CANADA QUALIFYING THE RESALE OF THE INTERESTS TO THE \r\nPUBLIC\ \ IN ANY PROVINCE OR TERRITORY OF CANADA. CANADIAN INVESTORS ARE ADVISED THAT\ \ THE\r\nFUND AND GENERAL PARTNER CURRENTLY HAVE NO INTENTION TO FILE A PROSPECTUS\ \ OR SIMILAR \r\nDOCUMENT WITH ANY SECURITIES REGULATORY AUTHORITY IN CANADA QUALIFYING\ \ THE RESALE \r\nOF THE INTERESTS TO THE PUBLIC IN ANY PROVINCE OR TERRITORY IN\ \ CANADA. \r\nREPRESENTATIONS OF PURCHASERS \r\nEACH CANADIAN INVESTOR WHO PURCHASES\ \ THE INTERESTS WILL BE DEEMED TO HAVE REPRESENTED \r\nTHAT: \r\n(A) THE INVESTOR\ \ IS RESIDENT IN THE PROVINCE OF BRITISH COLUMBIA, ALBERTA, ONTARIO OR \r\nQUÉBEC\ \ AND IS BASING ITS INVESTMENT DECISION ON THIS MEMORANDUM AND ANY EXHIBITS, \r\ \nSUPPLEMENTS, MODIFICATIONS AND AMENDMENTS THERETO, AND NOT ON ANY OTHER INFORMATION\ \ \r\nCONCERNING THE INTERESTS OR THE OFFER OR SALE OF THE INTERESTS; \r\n(B)\ \ TO THE KNOWLEDGE OF THE INVESTOR, THE OFFER AND SALE OF THE INTERESTS IN CANADA\ \ \r\nWAS MADE EXCLUSIVELY THROUGH THIS MEMORANDUM AND ANY EXHIBITS, SUPPLEMENTS,\ \ \r\nMODIFICATIONS AND AMENDMENTS THERETO, AND WAS NOT MADE THROUGH AN ADVERTISEMENT\ \ \r\nOF THE INTERESTS IN ANY PRINTED MEDIA OF GENERAL AND REGULAR PAID CIRCULATION,\ \ RADIO, \r\nTELEVISION OR TELECOMMUNICATIONS, INCLUDING ELECTRONIC DISPLAY, OR\ \ ANY OTHER FORM OF \r\nADVERTISING IN CANADA; \r\n(C) THE INVESTOR HAS REVIEWED,\ \ ACKNOWLEDGES AND AGREES WITH THE TERMS REFERRED TO \r\nABOVE UNDER THE SECTION\ \ ENTITLED “RESALE RESTRICTIONS” AND AGREES NOT TO SELL THE INTERESTS \r\nEXCEPT\ \ IN COMPLIANCE WITH APPLICABLE CANADIAN RESALE RESTRICTIONS AND IN ACCORDANCE\ \ WITH \r\nTHEIR TERMS; \r\n(D) WHERE REQUIRED BY LAW, THE INVESTOR IS PURCHASING\ \ THE INTERESTS AS PRINCIPAL, OR IS \r\nDEEMED TO BE PURCHASING AS PRINCIPAL IN\ \ ACCORDANCE WITH APPLICABLE SECURITIES LAWS OF THE \r\niCapital Network - 11.6.2024\ \ jlu-pafadmin@icapitalnetwork.com\n" - source_sentence: "\n ### Question\n What is the redemption frequency\ \ applied to this fund?\n ### Definition\n How often an investor\ \ can withdraw, redeem or submit shares for repurchase from the Feeder Fund or\ \ product.\n \n " sentences: - "Proprietary and Confidential\r\n45 \r\nforeign source income would not be effective\ \ until two years after final regulations are promulgated. The \r\niCapital Fund\ \ may invest in FFIs through the Underlying Fund. The reporting obligations imposed\ \ under \r\nFATCA require FFIs to enter into agreements with the IRS to obtain\ \ and disclose information about certain \r\ninvestors to the IRS or, if subject\ \ to an Intergovernmental Agreement (an “IGA”), register with the IRS. \r\nIGAs\ \ are generally intended to result in the automatic exchange of tax information\ \ through reporting by an \r\nFFI to the government or tax authorities of the\ \ country in which such FFI is domiciled, followed by the \r\nautomatic exchange\ \ of the reported information with the IRS. These reporting requirements may apply\ \ to \r\nunderlying entities in which the iCapital Fund is deemed to invest and\ \ the iCapital Fund will not have \r\ncontrol over whether such entities comply\ \ with the reporting regime. Any amounts withheld pursuant to \r\nFATCA that are\ \ allocable to a Limited Partner may, in accordance with the Partnership Agreement,\ \ be \r\ndeemed to have been distributed to such Limited Partner to the extent\ \ the taxes reduce the amount otherwise \r\ndistributable to such Limited Partner.\ \ Prospective investors should consult their own tax advisors regarding \r\nall\ \ aspects of FATCA as it affects their particular circumstances.\r\nTaxation of\ \ Interests—Other Taxes. The Underlying Fund, the iCapital Fund and Limited Partners\ \ may \r\nbe subject to other taxes, such as the alternative minimum tax and non-U.S.,\ \ state and local income taxes \r\n(including withholding taxes) and estate, inheritance\ \ or intangible property taxes that may be imposed by \r\nvarious jurisdictions,\ \ including the State and City of New York, where the iCapital Fund’s principal\ \ office \r\nis currently located, and any other state in which the iCapital Fund\ \ is deemed to conduct business, hold \r\nassets, or is otherwise treated as having\ \ a taxable nexus(including through its investment in the Underlying \r\nFund).\ \ Each prospective investor should consider the potential consequences of such\ \ taxes on an \r\ninvestment in the iCapital Fund. It is the responsibility of\ \ each prospective investor to satisfy itself as to, \r\namong other things, the\ \ legal and tax consequences of an investment in the iCapital Fund under state\ \ law, \r\nincluding the laws of the state(s) of its domicile and its residence,\ \ by obtaining advice from its own tax \r\nadvisor, and to file all appropriate\ \ tax returns that may be required. \r\nThe iCapital Fund will treat any tax withheld\ \ from or otherwise payable with respect to income allocable \r\nto the iCapital\ \ Fund as cash received by the iCapital Fund and will treat each Limited Partner\ \ as receiving \r\nas a distribution the portion of such tax that is attributable\ \ to such Limited Partner and therefore shall reduce \r\ndistributions otherwise\ \ to be made to such Limited Partner. Similar provisions would apply in the case\ \ of \r\ntaxes required to be withheld by the iCapital Fund or when the iCapital\ \ Fund must pay taxes on behalf of \r\nthe Limited Partners.\r\nThe iCapital Fund\ \ may be subject to the New York City Unincorporated Business Tax, which is currently\ \ \r\nimposed at a four percent (4%) rate on the income of an entity treated as\ \ a partnership for federal income \r\ntax purposes to the extent the iCapital\ \ Fund is determined to have conducted business activities within New \r\nYork\ \ City. The New York City Unincorporated Business Tax generally is not imposed\ \ on an entity to the \r\nextent that the entity is purchasing, holding, and selling\ \ certain intangible property and real estate for its \r\nown account. The determination\ \ of whether the iCapital Fund will be subject to such tax will be made on \r\n\ an annual basis and, accordingly, may change from one year to the next. In any\ \ taxable year during which \r\nthe iCapital Fund is subject to the New York City\ \ Unincorporated Business Tax, nonresident individual \r\nLimited Partners will\ \ be subject to New York State personal income tax with respect to their share\ \ of the \r\nNew York source income or gain realized directly by the iCapital\ \ Fund and New York State may require \r\nwithholding from the distributive shares\ \ of Partners with respect to such income. \r\nThis Memorandum does not attempt\ \ to summarize the potential tax consequences of investments that the \r\niCapital\ \ Fund and the Underlying Fund may make in non-U.S. entities or non-U.S. assets.\ \ Various non\x02U.S. taxing jurisdictions may impose withholding and other taxes\ \ in respect of rents, dividends, interest, \r\ngains from disposition of investments\ \ and other income generated by such investments. In some \r\ncircumstances, the\ \ iCapital Fund or the Underlying Fund may be able to claim a reduced rate of\ \ non-U.S. \r\niCapital Network - 10.29.2024 jlu-admin@icapitalnetwork.com\n" - "II-40\r\nbelieved to be accurate, such data will not necessarily be independently\ \ verified in each \r\ninstance. All models rely on correct market data inputs.\ \ If incorrect market data is entered \r\ninto even a well-founded model, the\ \ resulting valuations will be incorrect. In addition, \r\ngiven that the systems\ \ can execute trades autonomously, undesired results may only be \r\ndetected\ \ after the fact, perhaps after a significant number of transactions have occurred.\r\ \nData Feed Failure \r\nCertain Portfolio Managers’ models utilize data feeds\ \ from a number of sources. If \r\nsuch data feeds become corrupted, compromised\ \ or discontinued, or become undeliverable \r\nor inaccessible in a timely manner,\ \ the models may not be properly formulated. The failure \r\nto receive the data\ \ feeds or receive the data feeds in a timely manner may leave a Portfolio \r\n\ Manager unable to trade, and may expose the Fund to risk of loss or loss of opportunities,\ \ \r\nespecially if the loss of the data feed coincides with turbulent market\ \ conditions. If the \r\ndata feeds are discontinued, compromised in any material\ \ respect or not deliverable or \r\naccessible in a timely manner, it may result\ \ in a material loss to the Fund.\r\nUse of Simulations \r\nCertain Portfolio\ \ Managers’ investment processes involve the construction of \r\ninvestment strategies\ \ based on a combination of trading signals and the simulated back\x02testing\ \ of such trading signals and investment strategies against historical market\ \ \r\nconditions, pricing and other information over chosen historical time periods.\ \ Similarly, \r\ncertain Portfolio Managers use simulations as part of the process\ \ of determining how to \r\nallocate investment strategies among the Fund and\ \ Other Accounts. Simulations generated \r\nby a Portfolio Manager for the purpose\ \ of constructing the Fund’s portfolio and allocating \r\ninvestment strategies\ \ between the Fund and Other Accounts involve numerous \r\nmethodologies and assumptions,\ \ certain of which are highly subjective in nature. There \r\ncan be no guarantee\ \ that the predictive results of any simulation will be accurate. For \r\nexample,\ \ a simulation may not reflect the impact that material economic and market \r\ \nconditions may have had on the Portfolio Manager’s decision making if the simulation\ \ had \r\nbeen reflective of actual trading by the Portfolio Manager. Methodologies\ \ and assumptions \r\nused to generate simulations are subjective in nature and\ \ modifications in the \r\nmethodologies used and assumptions made could materially\ \ impact the results of a \r\nsimulation and associated investment activity.\r\ \nObsolescence Risk \r\nThe Fund is unlikely to be successful in strategies relying\ \ on models unless the \r\nassumptions underlying the models utilized by Portfolio\ \ Managers prove to be realistic\r\nmore often than not, and either remain realistic\ \ and relevant in the future or are adjusted to \r\naccount for changes in the\ \ overall market environment. If such assumptions are inaccurate \r\nor become\ \ inaccurate and are not promptly adjusted, it is less likely that profitable\ \ trading \r\nsignals will be generated. If and to the extent that the models\ \ do not reflect certain relevant \r\nfactors, and the Portfolio Manager does\ \ not successfully address such omission through its \r\ntesting and evaluation\ \ and modify the models accordingly, significant losses may result. \r\nPortfolio\ \ Managers may, and often do, continue to test, evaluate and add new models, as\ \ a \r\niCapital Network - 10.29.2024 jlu-admin@icapitalnetwork.com\n" - "iCapital Franklin Clarion Real Estate Income Fund Confidential Private Offering\ \ Memorandum - Canada\r\n29\r\nFund Documents. Prospective investors should carefully\ \ read the Underlying Fund Documents. The \r\ndescription of the Underlying Fund’s\ \ investment objectives and strategies herein are qualified in their \r\nentirety\ \ by reference to the Underlying Fund Documents. In the event of any conflict\ \ in the information \r\nregarding the Underlying Fund’s investment objectives\ \ and strategies as presented in the Underlying Fund \r\nDocuments and as presented\ \ elsewhere in this Offering Memorandum, investors should rely on the \r\ninformation\ \ in the Underlying Fund Documents.\r\nAn investment in the Underlying Fund involves\ \ a high degree of risk. An investment should only be \r\nmade in the Underlying\ \ Fund (and therefore the Trust) if an investor can afford the complete loss of\ \ \r\nits investment. There can be no assurance that the investment objectives\ \ of the Underlying Fund\r\n(and, the parallel investment objectives of the Trust)\ \ will be achieved. The Manager does not \r\nguarantee the return of capital or\ \ the performance of the Trust. See “Certain Risk Factors” below for \r\na further\ \ discussion of the risks associated with an investment in the Trust. See “Certain\ \ Material\r\nConflicts of Interest” below for a further discussion of the conflicts\ \ of interest associated with an \r\ninvestment in the Trust.\r\niCapital Network\ \ - 11.6.2024 jlu-pafadmin@icapitalnetwork.com\n" - source_sentence: "\n ### Question\n What is the subscription frequency\ \ applied to this fund?\n ### Definition\n How often clients\ \ can subscribe into the fund\n \n " sentences: - "Blue Owl Credit Income Corp. iCapital Offshore Access Fund SPC Confidential Private\ \ Placement Memorandum – International\r\nMay 2024 \r\n9 \r\nCompany Expenses\ \ or for appropriate reserves), changes in the \r\nNAV of the Company will be\ \ almost entirely based upon the most \r\nrecently available calendar month-end\ \ NAV of the Underlying Fund \r\n(as adjusted for any Company Expenses or liabilities\ \ incurred by the \r\nCompany and any assets of, or income received by the Company),\ \ \r\nwhich will generally become available within 20 Business Days of \r\nthe\ \ first day of each month and be determined as of the last calendar \r\nday of\ \ the immediately prior month. The Company is authorized to \r\ncalculate its\ \ NAV per share on the basis of the NAV provided by \r\nthe Underlying Fund. See\ \ “Certain Potential Conflicts of Interest \r\n– Estimates.” For the treatment\ \ of organizational expenses in \r\ncalculating the Company’s NAV, see “—Organizational\ \ \r\nExpenses” below. \r\nThe Company’s monthly NAV as of the last calendar day\ \ of each \r\nmonth will generally not be available until several Business Days\ \ \r\nafter the time that the Underlying Fund’s monthly NAV becomes \r\navailable.\ \ Prospective investors will generally not know the \r\nNAV per Share of their\ \ investment until after the investment \r\nhas been accepted. Prospective investors\ \ will be required to \r\nsubscribe for a dollar amount and the number of Shares\ \ that such \r\ninvestor receives will subsequently be determined based on the\ \ \r\nCompany’s NAV per share as of the time such investment was \r\naccepted\ \ by the Company (e.g., a shareholder admitted as of \r\nSeptember 1 of a calendar\ \ year will subscribe at a price equal to the \r\nCompany’s NAV as of August 31\ \ of such year, and will learn of \r\nsuch NAV and the corresponding number of\ \ Shares represented by \r\ntheir subscription around September 30 of that year\ \ or later). \r\nMinimum Subscription The minimum initial subscription amount\ \ (“Subscription”) by a \r\nShareholder will be $100,000 (except (i) that the\ \ minimum initial \r\nsubscription amount will be US$150,000 for EEA or UK Investors\ \ \r\n(as defined below) and (ii) the minimum initial subscription will be \r\n\ US$50,000 for LATAM Investors (as defined below)), although the \r\nBoard reserves\ \ the right to accept a Subscription of lesser amounts. \r\n“EEA or UK Investors”\ \ means investors domiciled in, or where the \r\ndecision to invest has been taken\ \ from, the European Economic Area \r\n(“EEA”) or the United Kingdom (“UK”). “LATAM\ \ Investors” \r\nmeans investors domiciled in, or where the decision to invest\ \ has \r\nbeen taken from, Central America, South America, the Caribbean \r\n\ and Mexico. The minimum subsequent subscription will be \r\nUS$25,000 for LATAM\ \ Investors and US$50,000 for all other\r\nShareholders, although the Board reserves\ \ the right to accept a \r\nsubsequent subscription of lesser amounts.\r\nAll\ \ subscriptions are subject to acceptance or rejection by the \r\nInvestment Manager\ \ in its sole discretion. Notwithstanding anything \r\nto the contrary, the Investment\ \ Manager generally will only accept \r\nSubscriptions if the Underlying Fund\ \ has agreed to accept a \r\niCapital Network - 11.6.2024 jlu-pafadmin@icapitalnetwork.com\n" - "Proprietary and Confidential\r\n- 72 - \r\nVI. CLOSED-END FUND TAX ASPECTS\r\n\ The following is a summary of certain U.S. federal income tax considerations relevant\ \ to the acquisition, holding and \r\ndisposition of shares of the iDirect Fund\ \ following the Closed-End Fund Conversion (the “Shares”). After the Closed\x02\ End Fund Conversion, the iDirect Fund is referred to herein as the “Closed-End\ \ Fund Vehicle”. This discussion offers \r\nonly a brief outline of the U.S. federal\ \ income tax consequences of investing in the Closed-End Fund Vehicle and is \r\ \nbased upon present provisions of the Code, the regulations promulgated thereunder,\ \ and judicial and administrative \r\nruling authorities, all of which are subject\ \ to change, which change may be retroactive. The discussion is limited to \r\n\ persons who hold their Shares (“Shareholders”) as capital assets (generally, property\ \ held for investment) for U.S. \r\nfederal income tax purposes. This summary\ \ does not address all of the U.S. federal income tax consequences that may \r\ \nbe relevant to a particular Shareholder or to Shareholders who may be subject\ \ to special treatment under U.S. federal \r\nincome tax laws, such as U.S. financial\ \ institutions, insurance companies, broker-dealers, traders in securities that\ \ \r\nhave made an election for U.S. federal income tax purposes to mark-to-market\ \ their securities holdings, tax-exempt \r\norganizations, partnerships, Shareholders\ \ who are not “United States Persons” (as defined in the Code), Shareholders \r\ \nliable for the alternative minimum tax, persons holding Shares through partnerships\ \ or other pass-through entities, or \r\npersons that have a functional currency\ \ (as defined in Section 985 of the Code) other than the U.S. dollar. No ruling\ \ \r\nhas been or will be obtained from the IRS regarding any matter relating\ \ to the Closed-End Fund Vehicle or the Shares. \r\nNo assurance can be given\ \ that the IRS would not assert a position contrary to any of the tax aspects\ \ described below. \r\nThe discussion set forth herein does not constitute tax\ \ advice. Prospective Shareholders and Shareholders are urged \r\nto consult their\ \ own tax advisors as to the U.S. federal income tax consequences of the acquisition,\ \ holding and \r\ndisposition of Shares of the Closed-End Fund Vehicle, as well\ \ as the effects of state, local and non-U.S. tax laws.\r\nUNLESS OTHERWISE INDICATED,\ \ REFERENCES IN THIS DISCUSSION TO THE FUND’S INVESTMENTS, \r\nACTIVITIES, INCOME,\ \ GAIN AND LOSS, INCLUDE THE DIRECT INVESTMENTS, ACTIVITIES, INCOME, \r\nGAIN\ \ AND LOSS OF THE FUND, AS WELL AS THOSE INDIRECTLY ATTRIBUTABLE TO THE FUND AS\ \ \r\nA RESULT OF THE FUND’S INVESTMENT IN ANY INVESTMENT INTEREST (OR OTHER ENTITY)\ \ THAT \r\nIS PROPERLY CLASSIFIED AS A PARTNERSHIP OR DISREGARDED ENTITY FOR U.S.\ \ FEDERAL \r\nINCOME TAX PURPOSES (AND NOT AN ASSOCIATION OR PUBLICLY TRADED PARTNERSHIP\ \ \r\nTAXABLE AS A CORPORATION).\r\nTaxation of a Conversion from Partnership\ \ to BDC \r\nIn connection with a Closed-End Fund Conversion, Interests in the\ \ iDirect Fund, an entity treated as a partnership for \r\nU.S. federal income\ \ tax purposes, will be exchanged for shares of stock of the Closed-End Fund Vehicle,\ \ which is \r\nexpected to qualify as an association taxable as a corporation\ \ for U.S. federal income tax purposes.\r\nThe iDirect Fund generally does not\ \ expect to recognize gain or loss as a result of the Closed-End Fund Conversion.\ \ \r\nIf the assets deemed to be transferred from the iDirect Fund to the Closed-End\ \ Fund Vehicle pursuant to the Closed\x02End Fund Conversion have a net built-in\ \ gain as of the effective date of the Closed-End Fund Conversion, the amount\ \ \r\nof the net built-in gain attributable to direct or indirect corporate partners\ \ will generally be taxable to the Closed-End \r\nFund Vehicle if the built-in\ \ gain is recognized within five (5) years, even if the amount of such gain is\ \ distributed to \r\nthe Shareholders. However, the consequences described in\ \ the previous sentence will not be applicable if a “deemed \r\nsale” election\ \ is made with respect to the transfer. If this election is made, the transferred\ \ assets would be treated as \r\nsold before their transfer and any net recognized\ \ gain would be allocated to the direct or indirect corporate partners in \r\n\ the iDirect Fund. To the extent that the Closed-End Fund Conversion involves the\ \ transfer of any assets, the General \r\nPartner expects to cause a “deemed sale”\ \ election to be made with respect to the transfer if it is anticipated that the\ \ \r\ntransferred assets will have a net-built-in gain as of the effective date\ \ of the Closed-End Fund Conversion, to ensure \r\nthat no built-in gains are\ \ unduly borne by the Shareholders.\r\nQualification as a Regulated Investment\ \ Company; Tax Treatment\r\nFollowing the Closed-End Fund Conversion, the Closed-End\ \ Fund Vehicle intends to qualify and elect to be treated \r\nas a RIC under the\ \ Code. If the Closed-End Fund Vehicle so qualifies and distributes (or is deemed\ \ to have distributed) \r\neach taxable year to Shareholders dividends for U.S.\ \ federal income tax purposes of an amount at least equal to the \r\nsum of 90%\ \ of its investment company taxable income (which includes, among other items,\ \ dividends, interest and \r\niCapital Network - 10.30.2024 jlu-admin@icapitalnetwork.com\n" - "128\r\nGeneral Partner or a Limited Partner, in each case, pursuant to the Partnership\ \ \r\nAgreement (collectively, “Related Investment Funds”) and any entity formed\ \ in \r\nconnection with an investment of the Partnership) (together with its\ \ affiliated \r\ninvestment vehicles, a “Successor Fund”) or (b) any separately\ \ managed account with \r\nobjectives substantially similar to those of the Partnership\ \ and managed by the \r\nGeneral Partner, the Manager or any of their respective\ \ affiliates, in each case, until \r\nthe earlier of (i) the end of the Investment\ \ Period or (ii) such time as 75% of the \r\naggregate Commitments have been contributed,\ \ committed or reasonably reserved \r\nfor investments (including Follow-On Investments),\ \ Partnership expenses and \r\nmanagement fees.\r\nThrough the end of the Investment\ \ Period, except for investment opportunities (a) \r\nrelated to current portfolio\ \ holdings of the General Partner or its affiliates, (b) that \r\nare allocated\ \ to any Third-Party Co-Investors or Priority Co-Investors as set forth in \r\n\ “Co-Investment Policy” above or (c) that meet the investment objectives of a \r\ \nSuccessor Fund in respect of which the Manager or an affiliate thereof is entitled\ \ to \r\ncollect management fees, any investment opportunity that the General\ \ Partner \r\nbelieves in good faith is suitable and appropriate for the Partnership\ \ and that is \r\npresented to the General Partner or any of its affiliates, will\ \ be offered to the \r\nPartnership before being offered to any other person.\ \ Notwithstanding the \r\nforegoing, the Partnership may, with the consent of\ \ the Advisory Board in the case of \r\nan existing fund or with notice to the\ \ Advisory Board in the case of a Successor Fund, \r\nco-invest with an existing\ \ fund or a Successor Fund in any investment opportunity \r\noffered to the Partnership\ \ and the General Partner may allocate such portion of such \r\ninvestment opportunity\ \ to such existing fund or Successor Fund as the General \r\nPartner determines\ \ to be appropriate, provided that any such co-investment and \r\ndispositions\ \ related thereto will, subject to legal, tax, regulatory or other such \r\nconsiderations,\ \ be made at the same time and on terms that are no more favorable \r\nto the\ \ existing fund or Successor Fund, as applicable, than those received by the \r\ \nPartnership. For the avoidance of doubt, any investment opportunity that is\ \ the \r\nsubject of a definitive agreement or a letter of intent or memorandum\ \ of \r\nunderstanding in respect of any existing fund that was entered into on\ \ or prior to the \r\nInitial Closing will not be considered an investment opportunity\ \ that is presented to \r\nthe General Partner or its affiliates during the Investment\ \ Period.\r\nDuring the term of the Partnership, neither the General Partner nor\ \ any of its \r\naffiliates may invest in any existing Portfolio Company without\ \ Advisory Board \r\nconsent; provided, that the foregoing restriction will not\ \ apply to: (a) “Passive \r\nSecurities” (as defined in the Partnership Agreement)\ \ acquired or held by the General \r\nPartner or its affiliates; (b) securities\ \ held by the General Partner and its affiliates \r\nthrough the General Partner\ \ (in respect of the General Partner’s interest in the \r\nPartnership), any Related\ \ Investment Fund, any existing fund, any Successor Fund or \r\nthe Partnership\ \ in accordance with the Partnership Agreement or (c) securities of a \r\nPortfolio\ \ Company that were granted or paid to the General Partner, the Manager or \r\n\ an affiliate thereof in such person’s capacity as a director of such Portfolio\ \ Company \r\nor an affiliate thereof; and provided, further, that the foregoing\ \ restriction will not \r\nprohibit any affiliate of the General Partner, through\ \ an existing fund, from acquiring, \r\ninvesting in, reinvesting in, holding\ \ or disposing of securities of a person (or its \r\naffiliate) in which such\ \ existing fund holds an investment prior to the Effective Date \r\n(or, in the\ \ case of any person that becomes an affiliate after the Effective Date, prior\ \ \r\nto the date such person becomes an affiliate).\r\nIn addition, during the\ \ term of the Partnership, the Partnership may not acquire, \r\ninvest in or hold\ \ securities of any person in which the General Partner or its affiliates \r\n\ hold an interest, including securities held by any existing fund, without Advisory\ \ \r\niCapital Network - 10.30.2024 jlu-admin@icapitalnetwork.com\n" - source_sentence: "\n ### The Question:\n What is the tax structure?\n\ \ \n ### Definition:\n The tax classification of the product\ \ where it is domiciled that determines how it is treated for federal income tax\ \ purposes.\n\n " sentences: - "KKR Real Estate Select Trust iCapital Offshore Access Fund SPC Confidential Private\ \ Placement Memorandum\r\nJuly 2022\r\n20 \r\nTax Status Each SP expects to be\ \ classified as a separate corporation for U.S. \r\nfederal income tax purposes.\ \ \r\nThe Company has been designed solely for tax-exempt Shareholders \r\nand\ \ non-U.S. Shareholders. Accordingly, it is not expected that the \r\nShareholders\ \ will directly pay any U.S. taxes.\r\nHowever, the Company is expected to recognize\ \ income effectively \r\nconnected with the conduct of a trade or business in\ \ the United \r\nStates (“ECI”), which is subject to U.S. federal corporate tax\ \ at a \r\n21% rate, and be subject to U.S. federal income tax withholding up\ \ \r\nto a 30% rate and the U.S. federal branch profits tax at a 30% rate \r\n\ of tax. The sale or other disposition of the Underlying REIT shares \r\nmay also\ \ be treated as ECI and be subject to U.S. federal income tax \r\nwithholding.\ \ Moreover, the Company may be subject to U.S. state \r\nand local taxes. Finally,\ \ the Company will bear its share of any \r\ntaxes imposed on the Underlying REIT.\ \ The Shareholders will bear \r\nthese taxes through the Company. \r\nThe Government\ \ of the Cayman Islands will not, under existing \r\nlegislation, impose any income,\ \ corporate or capital gains tax, estate \r\nduty, inheritance tax, gift tax or\ \ withholding tax upon the Company, \r\nthe SPs or the Shareholders. The Cayman\ \ Islands are not party to a \r\ndouble tax treaty with any country that is applicable\ \ to any payments \r\nmade to or by an SP. \r\nThe Company has applied for and\ \ can expect to receive an \r\nundertaking from the Financial Secretary of the\ \ Cayman Islands \r\nthat, in accordance with section 6 of the Tax Concessions\ \ Act (As \r\nRevised) of the Cayman Islands, for a period of 20 years from the\ \ \r\ndate of the undertaking, no law which is enacted in the Cayman \r\nIslands\ \ imposing any tax to be levied on profits, income, gains or \r\nappreciations\ \ shall apply to the Company or an SP or its operations \r\nand, in addition,\ \ that no tax to be levied on profits, income, gains or \r\nappreciations or which\ \ is in the nature of estate duty or inheritance \r\ntax shall be payable (i)\ \ on or in respect of the shares, debentures or \r\nother obligations of the Company\ \ or an SP or (ii) by way of the \r\nwithholding in whole or in part of a payment\ \ of dividend or other \r\ndistribution of income or capital by the Company or\ \ an SP to its \r\nShareholders or a payment of principal or interest or other\ \ sums due \r\nunder a debenture or other obligation of the Company or an SP.\ \ See \r\n“Certain ERISA and Income Tax Considerations – Certain \r\nCayman Islands\ \ Tax Considerations.” \r\nThe Underlying REIT intends to qualify as a real estate\ \ investment \r\ntrust for U.S. federal income tax purposes (a “REIT”). However,\ \ \r\nbecause the Company does not control the activities and investments \r\n\ of the Underlying REIT, there can be no assurances in this regard. \r\nSee “Certain\ \ ERISA and Income Tax Considerations – Certain \r\niCapital Network - 10.30.2024\ \ jlu-admin@icapitalnetwork.com\n" - " 28 \r\n \r\npartnership interests in the Fund (excluding for this purpose, any\ \ \r\ntransfer by a Partner of more than 2% of total partnership interests \r\n\ in the Fund and certain other transfers). \r\n \r\nThe General Partner will use\ \ its reasonable efforts to assist any \r\nLimited Partner that has notified the\ \ General Partner that it desires \r\nto transfer all or a portion of the limited\ \ partner interests held by \r\nsuch Limited Partner in identifying prospective\ \ transferees for such \r\ninterests; provided, that any such transfer will remain\ \ subject to the \r\ntransfer restrictions described above; and provided further,\ \ that the \r\ntransferee of such interests must be qualified to invest in the\ \ Fund \r\nwith respect to the transferred interest to the same extent as if \r\ \nsuch transferee had acquired the transferred interest by \r\nsubscription directly\ \ from the Fund. Identification of a prospective \r\ntransferee by the General\ \ Partner does not imply (i) that the \r\nGeneral Partner will consent to a transfer\ \ of limited partner \r\ninterests to such person or entity (which consent may\ \ be withheld \r\nin the General Partner’s sole discretion) or (ii) any judgment\ \ or \r\nrepresentation on the part of the General Partner regarding the \r\n\ qualification or suitability of such person or entity to invest in the \r\nFund.\ \ \r\n \r\nIn addition, except for certain circumstances set forth in the Fund\ \ \r\nAgreement, a Limited Partner may not withdraw all or any portion \r\nof\ \ its Commitment from the Fund without the General Partner’s \r\nconsent (which\ \ consent may be withheld in the General Partner’s \r\nsole discretion). \r\n\ \ \r\nThe General Partner will have the right unilaterally to cause the \r\nwithdrawal\ \ of a Limited Partner from the Fund if there is a risk that \r\nthe continued\ \ participation of such Limited Partner in the Fund will \r\nhave an adverse effect\ \ on the Fund or the General Partner that the \r\nGeneral Partner reasonably believes\ \ to be significant (e.g., by \r\ncausing adverse tax consequences, involving\ \ the Fund in litigation, \r\ncausing the Fund to be an investment company under\ \ the ICA or a \r\nreporting company under the U.S. Securities Exchange Act of\ \ \r\n1934, as amended). \r\n \r\nExcused \r\nParticipation \r\nA Partner may\ \ be excused in certain circumstances from \r\nparticipating in a particular investment\ \ as set forth in the Fund \r\nAgreement. \r\nExculpation; \r\nIndemnification\ \ \r\nTo the maximum extent not prohibited by applicable law, neither \r\nthe\ \ General Partner nor any of its employees, agents, advisors, \r\naffiliates,\ \ or personnel will be liable to the Fund or the Limited \r\nPartners for any\ \ act or omission taken by any such person, other \r\niCapital Network - 10.30.2024\ \ jlu-admin@icapitalnetwork.com\n" - "163\r\nVIII. CERTAIN REGULATORY CONSIDERATIONS\r\nSecurities Act\r\nThe offering\ \ and sale of Interests in the Fund will not be registered under the Securities\ \ Act in \r\nreliance upon the exemption from registration thereunder provided\ \ by Regulation D and \r\nRegulation S. Among other things, each purchaser of\ \ Interests will be required to represent that \r\nhe, she, or it is an “accredited\ \ investor” (as defined in Regulation D), to agree to furnish certain \r\ninformation\ \ to the applicable General Partner in order to ascertain such status, and to\ \ represent \r\nthat he, she, or it is acquiring an Interest for investment and\ \ not for resale or distribution. Each \r\npurchaser of Interests that is a non-U.S.\ \ person will be required to represent, among other things, \r\nthat he, she,\ \ or it is a non-U.S. person and was outside of the United States at the time\ \ he, she, \r\nor it acquired Interests. In addition, Interests in the Fund cannot\ \ be sold unless they are \r\nsubsequently registered under the Securities Act\ \ and any applicable state or non-U.S. securities \r\nlaws (and no such registration\ \ is contemplated) or an exemption from such registration is \r\navailable. The\ \ Interests are subject to the restrictions on transfer contained in the Partnership\ \ \r\nAgreements.\r\nInvestment Company Act\r\nThe Interests will be offered to\ \ prospective investors who are, at the time of acquisition of such \r\nInterests,\ \ “qualified purchasers” (as defined in Section 2(a)(51) of the Investment Company\ \ Act), \r\nand each purchaser of Interests will be required to represent that\ \ he, she or it is a “qualified \r\npurchaser.” Consequently, the Fund will be\ \ exempt from registration under the Investment \r\nCompany Act.\r\nInvestment\ \ Advisers Act\r\nThe Manager is registered as an investment adviser under the\ \ Advisers Act and is consequently \r\nsubject to the record-keeping, disclosure\ \ and other fiduciary obligations specified in the Advisers \r\nAct. Custody of\ \ the funds and securities of the Fund will be maintained by one or more “qualified\ \ \r\ncustodians” (within the meaning of Rule 206(4)-2 under the Advisers Act).\r\ \nCommodity Exchange Act\r\nThe Manager, with respect to the Fund, is exempt from\ \ regulation as a commodity pool operator \r\n(a “CPO”) with the U.S. Commodity\ \ Futures Trading Commission (the “CFTC”) and operates the \r\nFund pursuant to\ \ CFTC Rule 4.13(a)(3), and accordingly, is not subject to certain regulatory\ \ \r\nrequirements with respect to the Fund (which are intended to provide certain\ \ regulatory \r\nsafeguards to investors) that would otherwise be applicable absent\ \ such exemption. For \r\nexample, the Manager will not be required to register\ \ as a CPO or to deliver to Limited Partners \r\ncertified annual reports and\ \ a disclosure document that are otherwise required to be delivered \r\npursuant\ \ to the U.S. Commodity Exchange Act, as amended (the “Commodity Exchange Act”),\ \ \r\nwhich would contain certain disclosures required thereby that may not be\ \ included herein or in \r\nthe reports to be provided to Limited Partners by\ \ the Fund.\r\nThe Manager, with respect to the Fund, qualifies for the exemption\ \ under CFTC Rule 4.13(a)(3) \r\non the basis that, among other things, (i) each\ \ Limited Partner is either a “qualified eligible \r\nperson,” as defined in CFTC\ \ Rule 4.7(a)(2), or an “accredited investor,” as defined in \r\nRegulation D;\ \ (ii) the Interests are exempt from registration under the Securities Act, and\ \ are \r\niCapital Network - 11.6.2024 jlu-pafadmin@icapitalnetwork.com\n" - source_sentence: "\n ### The Question:\n What is the tax structure?\n\ \ \n ### Definition:\n The tax classification of the product\ \ where it is domiciled that determines how it is treated for federal income tax\ \ purposes.\n\n " sentences: - "Blue Owl Credit Income Corp. iCapital Offshore Access Fund SPC Confidential Private\ \ Placement Memorandum – International\r\nMay 2024 \r\nv \r\nThe Underlying Fund\ \ Prospectus attached hereto contains additional terms, including terms related\ \ to \r\nadditional fees and expenses, which will be indirectly borne by all Shareholders.\ \ Each prospective investor \r\nmust review the Underlying Fund Prospectus prior\ \ to making an investment in the Company as \r\nsubstantially all of the Company’s\ \ assets will be invested in Class I shares in the Underlying Fund. The \r\nUnderlying\ \ Fund Prospectus may be revised without notice to or the consent of, the Investment\ \ Manager, \r\nthe Company’s administrator, the Company or any of their respective\ \ employees, directors, officers, \r\nmembers, partners or affiliates (or any\ \ employee, officer, member or partner of any such affiliate).\r\nNeither the\ \ Underlying Fund nor the Underlying Adviser is a sponsor, promoter, manager or\ \ agent in any \r\ncapacity of the Company or responsible for the content of this\ \ Memorandum or any investor presentation \r\nof the Company. \r\nTo the extent\ \ any provision of this Memorandum is deemed to conflict with any provision of\ \ the Underlying \r\nFund Prospectus, the provision of this Memorandum will control\ \ in respect of a Shareholder’s investment \r\nin the Company. \r\nPages i, ii,\ \ iii, iv and v are considered part of the cover page of this Memorandum. \r\n\ For additional information, please contact:\r\niCapital Network, Inc. \r\nAttn:\ \ Legal Counsel\r\nInstitutional Capital Network, Inc. \r\n(646) 214-7458 \r\n\ legalnotices@icapitalnetwork.com\r\niCapital Network - 11.6.2024 jlu-pafadmin@icapitalnetwork.com\n" - "Proprietary and Confidential\r\n7\r\ncapital contribution to the Access Fund,\ \ Lead Edge or the Underlying Fund\r\nmay impose certain remedies against the\ \ Access Fund, including without \r\nlimitation, causing the Access Fund to forfeit\ \ all or a portion of its interest in \r\nthe Underlying Fund.\r\nWith respect\ \ to any capital contribution (or portion thereof) that is subject to \r\na default\ \ (the “Defaulted Amount”), the General Partner may, in consultation \r\nwith\ \ the Investment Advisor, call additional capital from the Limited Partners \r\ \nthat have already made the applicable capital contribution (not in excess of\ \ \r\ntheir unfunded Subscriptions) to the extent necessary to fund the Defaulted\ \ \r\nAmount upon five (5) days written notice (or such shorter amount of time\ \ as \r\nwas required for the initial capital contributions that required the\ \ deficiency \r\ndrawdown).\r\nAs described in detail in the Partnership Agreement,\ \ the General Partner has \r\nagreed to give the Investment Advisor certain consent\ \ or consultation rights \r\nwith respect to defaults on capital contributions.\r\ \nBifurcated Default If the Access Fund fails to contribute all or any portion\ \ of any capital call \r\namount set forth in a funding notice received from the\ \ Underlying Fund as \r\nand when due, and such failure results from the failure\ \ of one or more Limited \r\nPartners or limited partners of a Feeder Fund (each\ \ such Limited Partner or \r\nlimited partner of a Feeder Fund, as applicable,\ \ a “Defaulting Access Fund \r\nPartner”) to make full payment in respect of any\ \ capital call issued by the \r\nAccess Fund, then the Lead Edge GP has agreed\ \ to only treat the Access Fund \r\nas a “Defaulting Partner” (as such term is\ \ defined in the Underlying Fund \r\nAgreement) with respect to the portion of\ \ the Access Fund’s interest in the \r\nUnderlying Fund that has defaulted.\r\n\ Distributions Distributions from the Underlying Fund received by the Access Fund\ \ will \r\ngenerally be distributed to the Limited Partners pro rata based on\ \ their \r\nrespective Subscriptions in the Access Fund as promptly as practicable,\ \ \r\nsubject to the Investment Management Fee, Management Fee and Tax \r\nReporting\ \ Oversight Services Fee. In addition, the Access Fund will be \r\nentitled to\ \ withhold from any distribution amounts necessary to create, in the \r\nGeneral\ \ Partner’s sole discretion, but in consultation with the Investment \r\nAdvisor,\ \ reasonable reserves for the payment of Access Fund expenses and \r\nliabilities,\ \ to make anticipated capital contributions to the Underlying Fund\r\nand for\ \ any other purpose permitted under the Partnership Agreement.\r\nLiquidating\ \ distributions will be made in accordance with positive capital \r\naccount balances.\r\ \nAs described in detail in the Partnership Agreement, the General Partner has\ \ \r\nagreed to give the Investment Advisor certain consent or consultation rights\ \ \r\nwith respect to distributions.\r\niCapital Network - 10.30.2024 jlu-admin@icapitalnetwork.com\n" - "PPM2022102563.1 : iCapital\r\n- 19 - \r\n1.6.175 “Valuer” means Goldman Sachs\ \ & Co. LLC, as appointed by the AIFM as its \r\ndelegate, to provide valuation\ \ services in relation to the assets of the Partnership. \r\n1.6.176 “VAT” means:\ \ (a) any tax imposed in compliance with the council directive of 28 \r\nNovember\ \ 2006 on the common system of value added tax (EC Directive 2006/112), and (b)\ \ any \r\nother tax of a similar nature, whether imposed in a member state of\ \ the European Union in \r\nsubstitution for, or levied in addition to, such tax\ \ referred to in (a) above, or elsewhere (including \r\nconsumption tax, goods\ \ and services tax, sales tax and turnover tax). \r\n1.6.177 “Vintage Funds” means\ \ the private funds managed by the Investment Advisor \r\nthat focus primarily\ \ on making secondary investments in funds. \r\n1.6.178 “Vintage IX A Funds” means,\ \ collectively, (i) the Delaware Vintage IX A \r\nPartnership, and (ii) the Luxembourg\ \ Vintage IX A Partnership. \r\n1.6.179 “Vintage IX B Funds” means, collectively,\ \ (i) the Partnership, and (ii) the \r\nDelaware Partnership. \r\n1.6.180 “Vintage\ \ IX Employee Fund” means an Employee Fund that is formed to invest \r\nall or\ \ a designated portion of its capital alongside a Vintage IX Fund intended for\ \ external investors \r\n(or the portion of its capital to be invested alongside\ \ a Vintage IX Fund if only a designated portion \r\nof its capital will be invested\ \ alongside the other Vintage IX Funds). \r\n1.6.181 “Vintage IX Funds” means,\ \ collectively, (i) the Vintage IX A Funds, (ii) the \r\nVintage IX B Funds, (iii)\ \ the Vintage IX Employee Funds, and (iv) any other parallel or feeder fund \r\ \nformed by the General Partner or the Investment Advisor which will invest substantially\ \ all of its \r\nassets directly or indirectly in or alongside the Partnership\ \ and the Delaware Partnership and is \r\ndesignated as a “Vintage IX Fund” for\ \ such purposes by the Investment Advisor in its discretion. \r\n1.6.182 “Vintage\ \ Team” means the team within the Investment Advisor that manages \r\nthe Vintage\ \ Funds. \r\n1.6.183 “Voting Matter” is defined in Section 12.1.3. \r\nFor all\ \ purposes of this Agreement and any schedules and exhibits hereto, except as\ \ \r\nexpressly provided herein or unless the context otherwise requires, the\ \ words “including,” \r\n“includes,” “include” and words of similar import shall\ \ be deemed to be followed by the phrase \r\n“without limitation” and shall be\ \ regarded as a reference to non-exclusive and non-characterizing \r\nillustrations.\ \ Except as otherwise expressly provided herein, in any case where Goldman Sachs,\ \ \r\nthe General Partner, the AIFM, the Investment Manager or the Investment\ \ Advisor is authorized or \r\nrequired to take an action, exercise its discretion,\ \ make any determination or give any approval, it \r\nshall do so in its sole\ \ discretion or sole judgment taking into account any considerations it deems\ \ \r\nappropriate. It is intended that the terms of this Agreement be construed\ \ in accordance with their \r\nfair meanings and not against any particular Person,\ \ including the General Partner, the AIFM, the \r\nInvestment Manager or the Investment\ \ Advisor. Except as otherwise provided herein, all non-U.S. \r\ndollar assets\ \ and liabilities shall be considered to be the U.S. dollar equivalent thereof\ \ at the then \r\napplicable conversion spot rates as determined by the General\ \ Partner. References to the \r\n“General Partner” herein shall mean the General\ \ Partner acting as managing general partner \r\n(associé gérant commandité) of\ \ the Partnership or its duly appointed delegates, as applicable. \r\niCapital\ \ Network - 10.30.2024 jlu-admin@icapitalnetwork.com\n" pipeline_tag: sentence-similarity library_name: sentence-transformers --- # SentenceTransformer This is a [sentence-transformers](https://www.SBERT.net) model trained on the json dataset. It maps sentences & paragraphs to a 2048-dimensional dense vector space and can be used for semantic textual similarity, semantic search, paraphrase mining, text classification, clustering, and more. ## Model Details ### Model Description - **Model Type:** Sentence Transformer - **Maximum Sequence Length:** 2048 tokens - **Output Dimensionality:** 2048 dimensions - **Similarity Function:** Cosine Similarity - **Training Dataset:** - json ### Model Sources - **Documentation:** [Sentence Transformers Documentation](https://sbert.net) - **Repository:** [Sentence Transformers on GitHub](https://github.com/UKPLab/sentence-transformers) - **Hugging Face:** [Sentence Transformers on Hugging Face](https://huggingface.co/models?library=sentence-transformers) ### Full Model Architecture ``` SentenceTransformer( (0): Transformer({'max_seq_length': 2048, 'do_lower_case': False}) with Transformer model: NewModel (1): Pooling({'word_embedding_dimension': 1024, 'pooling_mode_cls_token': False, 'pooling_mode_mean_tokens': True, 'pooling_mode_max_tokens': False, 'pooling_mode_mean_sqrt_len_tokens': False, 'pooling_mode_weightedmean_tokens': False, 'pooling_mode_lasttoken': False, 'include_prompt': True}) (2): Dense({'in_features': 1024, 'out_features': 2048, 'bias': True, 'activation_function': 'torch.nn.modules.linear.Identity'}) ) ``` ## Usage ### Direct Usage (Sentence Transformers) First install the Sentence Transformers library: ```bash pip install -U sentence-transformers ``` Then you can load this model and run inference. ```python from sentence_transformers import SentenceTransformer # Download from the 🤗 Hub model = SentenceTransformer("icapital-alpha-user/stella_400m_trained_v0") # Run inference sentences = [ '\n ### The Question:\n What is the tax structure?\n \n ### Definition:\n The tax classification of the product where it is domiciled that determines how it is treated for federal income tax purposes.\n\n ', 'PPM2022102563.1 : iCapital\r\n- 19 - \r\n1.6.175 “Valuer” means Goldman Sachs & Co. LLC, as appointed by the AIFM as its \r\ndelegate, to provide valuation services in relation to the assets of the Partnership. \r\n1.6.176 “VAT” means: (a) any tax imposed in compliance with the council directive of 28 \r\nNovember 2006 on the common system of value added tax (EC Directive 2006/112), and (b) any \r\nother tax of a similar nature, whether imposed in a member state of the European Union in \r\nsubstitution for, or levied in addition to, such tax referred to in (a) above, or elsewhere (including \r\nconsumption tax, goods and services tax, sales tax and turnover tax). \r\n1.6.177 “Vintage Funds” means the private funds managed by the Investment Advisor \r\nthat focus primarily on making secondary investments in funds. \r\n1.6.178 “Vintage IX A Funds” means, collectively, (i) the Delaware Vintage IX A \r\nPartnership, and (ii) the Luxembourg Vintage IX A Partnership. \r\n1.6.179 “Vintage IX B Funds” means, collectively, (i) the Partnership, and (ii) the \r\nDelaware Partnership. \r\n1.6.180 “Vintage IX Employee Fund” means an Employee Fund that is formed to invest \r\nall or a designated portion of its capital alongside a Vintage IX Fund intended for external investors \r\n(or the portion of its capital to be invested alongside a Vintage IX Fund if only a designated portion \r\nof its capital will be invested alongside the other Vintage IX Funds). \r\n1.6.181 “Vintage IX Funds” means, collectively, (i) the Vintage IX A Funds, (ii) the \r\nVintage IX B Funds, (iii) the Vintage IX Employee Funds, and (iv) any other parallel or feeder fund \r\nformed by the General Partner or the Investment Advisor which will invest substantially all of its \r\nassets directly or indirectly in or alongside the Partnership and the Delaware Partnership and is \r\ndesignated as a “Vintage IX Fund” for such purposes by the Investment Advisor in its discretion. \r\n1.6.182 “Vintage Team” means the team within the Investment Advisor that manages \r\nthe Vintage Funds. \r\n1.6.183 “Voting Matter” is defined in Section 12.1.3. \r\nFor all purposes of this Agreement and any schedules and exhibits hereto, except as \r\nexpressly provided herein or unless the context otherwise requires, the words “including,” \r\n“includes,” “include” and words of similar import shall be deemed to be followed by the phrase \r\n“without limitation” and shall be regarded as a reference to non-exclusive and non-characterizing \r\nillustrations. Except as otherwise expressly provided herein, in any case where Goldman Sachs, \r\nthe General Partner, the AIFM, the Investment Manager or the Investment Advisor is authorized or \r\nrequired to take an action, exercise its discretion, make any determination or give any approval, it \r\nshall do so in its sole discretion or sole judgment taking into account any considerations it deems \r\nappropriate. It is intended that the terms of this Agreement be construed in accordance with their \r\nfair meanings and not against any particular Person, including the General Partner, the AIFM, the \r\nInvestment Manager or the Investment Advisor. Except as otherwise provided herein, all non-U.S. \r\ndollar assets and liabilities shall be considered to be the U.S. dollar equivalent thereof at the then \r\napplicable conversion spot rates as determined by the General Partner. References to the \r\n“General Partner” herein shall mean the General Partner acting as managing general partner \r\n(associé gérant commandité) of the Partnership or its duly appointed delegates, as applicable. \r\niCapital Network - 10.30.2024 jlu-admin@icapitalnetwork.com\n', 'Proprietary and Confidential\r\n7\r\ncapital contribution to the Access Fund, Lead Edge or the Underlying Fund\r\nmay impose certain remedies against the Access Fund, including without \r\nlimitation, causing the Access Fund to forfeit all or a portion of its interest in \r\nthe Underlying Fund.\r\nWith respect to any capital contribution (or portion thereof) that is subject to \r\na default (the “Defaulted Amount”), the General Partner may, in consultation \r\nwith the Investment Advisor, call additional capital from the Limited Partners \r\nthat have already made the applicable capital contribution (not in excess of \r\ntheir unfunded Subscriptions) to the extent necessary to fund the Defaulted \r\nAmount upon five (5) days written notice (or such shorter amount of time as \r\nwas required for the initial capital contributions that required the deficiency \r\ndrawdown).\r\nAs described in detail in the Partnership Agreement, the General Partner has \r\nagreed to give the Investment Advisor certain consent or consultation rights \r\nwith respect to defaults on capital contributions.\r\nBifurcated Default If the Access Fund fails to contribute all or any portion of any capital call \r\namount set forth in a funding notice received from the Underlying Fund as \r\nand when due, and such failure results from the failure of one or more Limited \r\nPartners or limited partners of a Feeder Fund (each such Limited Partner or \r\nlimited partner of a Feeder Fund, as applicable, a “Defaulting Access Fund \r\nPartner”) to make full payment in respect of any capital call issued by the \r\nAccess Fund, then the Lead Edge GP has agreed to only treat the Access Fund \r\nas a “Defaulting Partner” (as such term is defined in the Underlying Fund \r\nAgreement) with respect to the portion of the Access Fund’s interest in the \r\nUnderlying Fund that has defaulted.\r\nDistributions Distributions from the Underlying Fund received by the Access Fund will \r\ngenerally be distributed to the Limited Partners pro rata based on their \r\nrespective Subscriptions in the Access Fund as promptly as practicable, \r\nsubject to the Investment Management Fee, Management Fee and Tax \r\nReporting Oversight Services Fee. In addition, the Access Fund will be \r\nentitled to withhold from any distribution amounts necessary to create, in the \r\nGeneral Partner’s sole discretion, but in consultation with the Investment \r\nAdvisor, reasonable reserves for the payment of Access Fund expenses and \r\nliabilities, to make anticipated capital contributions to the Underlying Fund\r\nand for any other purpose permitted under the Partnership Agreement.\r\nLiquidating distributions will be made in accordance with positive capital \r\naccount balances.\r\nAs described in detail in the Partnership Agreement, the General Partner has \r\nagreed to give the Investment Advisor certain consent or consultation rights \r\nwith respect to distributions.\r\niCapital Network - 10.30.2024 jlu-admin@icapitalnetwork.com\n', ] embeddings = model.encode(sentences) print(embeddings.shape) # [3, 2048] # Get the similarity scores for the embeddings similarities = model.similarity(embeddings, embeddings) print(similarities.shape) # [3, 3] ``` ## Training Details ### Training Dataset #### json * Dataset: json * Size: 43,536 training samples * Columns: question, context, and score * Approximate statistics based on the first 1000 samples: | | question | context | score | |:--------|:------------------------------------------------------------------------------------|:--------------------------------------------------------------------------------------|:---------------------------------------------------------------| | type | string | string | float | | details | | | | * Samples: | question | context | score | |:--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|:------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|:-----------------| |
### Question
What is the currency applies to this fund?
### Definition
"The currency the fund is denominated in.

 | Proprietary and Confidential
45
of certain earnings and profits of the CFC attributable to such stock. Further, if a Limited Partner disposes
of its Interests, the Limited Partner may be required to recognize ordinary income under Section 751 of the
Code equal to its distributive share of any Section 1248 income that would have been triggered if the
Underlying Fund had sold its interest in the CFC at fair market value. There may also be a tax imposed on
a U.S. Shareholder’s aggregate net CFC income that is treated as “global intangible low-taxed income.” As
a result of the foregoing, a Limited Partner may be required to recognize income sooner than it otherwise
would. There can be no assurance that the Access Fund will be aware if it invests in a CFC or whether it
is a U.S. Shareholder for these purposes.
The application of the CFC rules is complex, and may require Limited Partners to file certain forms with
the IRS. The Access Fund is under no obligation to assist a ... | 0.0 | |
### The Question:
What is the tax structure?

### Definition:
The tax classification of the product where it is domiciled that determines how it is treated for federal income tax purposes.

 | Certain Legal and Tax Considerations
Strategic Partners IX 191
an Underlying Vehicle as a PFIC or a CFC may result in adverse tax consequences for Limited Partners. In
addition, if an Underlying Vehicle were treated as a non-U.S. corporation, it would be subject, at the entity
level, to the U.S. federal income tax consequences outlined in “—Non-U.S. Investors in the Partnership”
below. If the Partnership or any Underlying Vehicle that is organized in the United States were treated as
a corporation for U.S. federal income tax purposes, the Partnership or the relevant Underlying Vehicle
would generally be subject to U.S. federal income tax (currently, at a rate of 21%) on all of its net income,
as well as any applicable state and local taxes, and certain distributions that it made, other than in
liquidation, generally would be taxable to its investors as dividends to the extent of its current and
accumulated earnings and profits.
As partnerships, neither the Partnershi... | 0.0 | |
### Question
What is the investor qualification standard applied to this fund?
### Definition
The qualification standard investors must meet in order to be eligible to invest in the fund.

 | Proprietary and Confidential
46
Each investor must be prepared to bear the economic risk of the investment in the Interests for an indefinite
period because the Interests cannot be sold unless they are subsequently registered under the Securities Act
or an exemption for such registration is available. It is extremely unlikely that the Interests will ever be
registered under the Securities Act. The Interests may not be transferred or resold except as permitted under
the Securities Act and any other applicable securities laws, pursuant to registration or exemption therefrom.
As described elsewhere in this Memorandum, the transferability of the Interests will be further restricted
by the terms of the Partnership Agreement.
Securities Exchange Act of 1934. It is not expected that the Access Fund will be required to register the
Interests under Section 12(g) or any other provision of the Exchange Act. The Access Fund does not expect
to have any class of equity security he... | 0.0 | * Loss: [CosineSimilarityLoss](https://sbert.net/docs/package_reference/sentence_transformer/losses.html#cosinesimilarityloss) with these parameters: ```json { "loss_fct": "torch.nn.modules.loss.MSELoss" } ``` ### Evaluation Dataset #### json * Dataset: json * Size: 43,536 evaluation samples * Columns: question, context, and score * Approximate statistics based on the first 1000 samples: | | question | context | score | |:--------|:------------------------------------------------------------------------------------|:--------------------------------------------------------------------------------------|:---------------------------------------------------------------| | type | string | string | float | | details | | | | * Samples: | question | context | score | |:------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|:---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|:-----------------| |
### Question
What is the jurisdiction applies to this fund?
### Definition
The physical location where the fund is incorporated

 | 1
I. INTRODUCTION
iCapital-PCRED II Onshore Access Fund, L.P., a Delaware limited partnership (the “Access Fund”), has
been formed to invest substantially all of its investable assets in PIMCO Commercial Real Estate Debt Fund
II Special Onshore Feeder, L.P., a Delaware limited partnership (together with any parallel funds, master
funds, feeder vehicles or alternative investment vehicles, the “Underlying Fund”). The principal investment
objective of the Underlying Fund is as described in the Underlying Fund PPM and generally is to seek to
provide investors with attractive returns through investments through one or more U.S. intermediate
investment vehicles electing to be treated as real estate investment trusts for U.S. federal income tax
purposes, which intermediate investment vehicles will in turn invest in the Master Fund. The Master Fund
will seek to originate and/or acquire predominantly U.S. (i) senior commercial real estate (“CRE”) first
mortgage loans on CRE ... | 1.0 | |
### Question
What is the jurisdiction applies to this fund?
### Definition
The physical location where the fund is incorporated

 | Proprietary and Confidential
50
Underlying Fund and the Access Fund are subject. Each prospective investor should consider the potential
consequences of such taxes on an investment in the Access Fund. It is the responsibility of each prospective
investor to satisfy itself as to, among other things, the legal and tax consequences of an investment in the
Access Fund under state law, including the laws of the state(s) of its domicile and its residence, by obtaining
advice from its own tax advisor, and to file all appropriate tax returns that may be required.
The Access Fund may also bear substantial non-U.S. taxes as well.
The foregoing is a summary of some of the important U.S. federal income tax rules and considerations
affecting the Limited Partners and the Access Fund’s operations and does not purport to be a
complete analysis of all relevant tax rules and considerations, nor does it purport to be a complete
listing of all potential tax risks inherent in purchasing o... | 0.0 | |
### Question
What is the Fiscal Year End applies to this fund?
### Definition
"The date that is considered as end of a fiscal year for calculating annual financial statements. It should be one of the four possible dates [30-Jun, 30-Sep, 31-Mar, 31-Dec]. If the document does not mention specific date but clearly mention that the fiscal year is calendar year then the fiscal year will be Dec 31"

 | ix
THIS MEMORANDUM CONTAINS FORWARD-LOOKING STATEMENTS, WHICH CAN BE
IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS “MAY,” “SEEK,”
“EXPECT,” “ESTIMATE,” OR “BELIEVE,” OR THE NEGATIVES THEREOF OR OTHER
VARIATIONS THEREON OR COMPARABLE TERMINOLOGY. FORWARD-LOOKING
STATEMENTS ARE STATEMENTS THAT ARE NOT HISTORICAL FACTS, INCLUDING
STATEMENTS ABOUT BELIEFS AND EXPECTATIONS, AND THE USE OF QUALITATIVE
TERMS SUCH AS “BEST-OF-CLASS,” “SUPERIOR,” AND “TOP-TIER.” ANY STATEMENT IN
THIS MEMORANDUM THAT CONTAINS INTENTIONS, BELIEFS, EXPECTATIONS, OR
PREDICTIONS (AND THE ASSUMPTIONS UNDERLYING THEM) IS A FORWARD-LOOKING
STATEMENT. THESE STATEMENTS ARE BASED ON PLANS, ESTIMATES, AND PROJECTIONS,
AS THEY ARE CURRENTLY AVAILABLE. FORWARD-LOOKING STATEMENTS THEREFORE
SPEAK ONLY AS OF THE DATE THEY ARE MADE, AND NONE OF THE PLACEMENT AGENTS
(IF ANY), THE FEEDER FUNDS, THE FEEDER FUND GENERAL PARTNERS, OR THE
INVESTMENT MANAGER UNDERTAKE TO UPDATE ANY OF THEM IN L... | 0.0 | * Loss: [CosineSimilarityLoss](https://sbert.net/docs/package_reference/sentence_transformer/losses.html#cosinesimilarityloss) with these parameters: ```json { "loss_fct": "torch.nn.modules.loss.MSELoss" } ``` ### Training Hyperparameters #### Non-Default Hyperparameters - `eval_strategy`: steps - `per_device_train_batch_size`: 4 - `per_device_eval_batch_size`: 32 - `learning_rate`: 2e-05 - `num_train_epochs`: 2 #### All Hyperparameters
Click to expand - `overwrite_output_dir`: False - `do_predict`: False - `eval_strategy`: steps - `prediction_loss_only`: True - `per_device_train_batch_size`: 4 - `per_device_eval_batch_size`: 32 - `per_gpu_train_batch_size`: None - `per_gpu_eval_batch_size`: None - `gradient_accumulation_steps`: 1 - `eval_accumulation_steps`: None - `torch_empty_cache_steps`: None - `learning_rate`: 2e-05 - `weight_decay`: 0.0 - `adam_beta1`: 0.9 - `adam_beta2`: 0.999 - `adam_epsilon`: 1e-08 - `max_grad_norm`: 1.0 - `num_train_epochs`: 2 - `max_steps`: -1 - `lr_scheduler_type`: linear - `lr_scheduler_kwargs`: {} - `warmup_ratio`: 0.0 - `warmup_steps`: 0 - `log_level`: passive - `log_level_replica`: warning - `log_on_each_node`: True - `logging_nan_inf_filter`: True - `save_safetensors`: True - `save_on_each_node`: False - `save_only_model`: False - `restore_callback_states_from_checkpoint`: False - `no_cuda`: False - `use_cpu`: False - `use_mps_device`: False - `seed`: 42 - `data_seed`: None - `jit_mode_eval`: False - `use_ipex`: False - `bf16`: False - `fp16`: False - `fp16_opt_level`: O1 - `half_precision_backend`: auto - `bf16_full_eval`: False - `fp16_full_eval`: False - `tf32`: None - `local_rank`: 0 - `ddp_backend`: None - `tpu_num_cores`: None - `tpu_metrics_debug`: False - `debug`: [] - `dataloader_drop_last`: False - `dataloader_num_workers`: 0 - `dataloader_prefetch_factor`: None - `past_index`: -1 - `disable_tqdm`: False - `remove_unused_columns`: True - `label_names`: None - `load_best_model_at_end`: False - `ignore_data_skip`: False - `fsdp`: [] - `fsdp_min_num_params`: 0 - `fsdp_config`: {'min_num_params': 0, 'xla': False, 'xla_fsdp_v2': False, 'xla_fsdp_grad_ckpt': False} - `fsdp_transformer_layer_cls_to_wrap`: None - `accelerator_config`: {'split_batches': False, 'dispatch_batches': None, 'even_batches': True, 'use_seedable_sampler': True, 'non_blocking': False, 'gradient_accumulation_kwargs': None} - `deepspeed`: None - `label_smoothing_factor`: 0.0 - `optim`: adamw_torch - `optim_args`: None - `adafactor`: False - `group_by_length`: False - `length_column_name`: length - `ddp_find_unused_parameters`: None - `ddp_bucket_cap_mb`: None - `ddp_broadcast_buffers`: False - `dataloader_pin_memory`: True - `dataloader_persistent_workers`: False - `skip_memory_metrics`: True - `use_legacy_prediction_loop`: False - `push_to_hub`: False - `resume_from_checkpoint`: None - `hub_model_id`: None - `hub_strategy`: every_save - `hub_private_repo`: False - `hub_always_push`: False - `gradient_checkpointing`: False - `gradient_checkpointing_kwargs`: None - `include_inputs_for_metrics`: False - `include_for_metrics`: [] - `eval_do_concat_batches`: True - `fp16_backend`: auto - `push_to_hub_model_id`: None - `push_to_hub_organization`: None - `mp_parameters`: - `auto_find_batch_size`: False - `full_determinism`: False - `torchdynamo`: None - `ray_scope`: last - `ddp_timeout`: 1800 - `torch_compile`: False - `torch_compile_backend`: None - `torch_compile_mode`: None - `dispatch_batches`: None - `split_batches`: None - `include_tokens_per_second`: False - `include_num_input_tokens_seen`: False - `neftune_noise_alpha`: None - `optim_target_modules`: None - `batch_eval_metrics`: False - `eval_on_start`: False - `use_liger_kernel`: False - `eval_use_gather_object`: False - `average_tokens_across_devices`: False - `prompts`: None - `batch_sampler`: batch_sampler - `multi_dataset_batch_sampler`: proportional
### Training Logs
Click to expand | Epoch | Step | Training Loss | Validation Loss | |:------:|:-----:|:-------------:|:---------------:| | 0.0051 | 50 | 0.1587 | - | | 0.0102 | 100 | 0.1123 | - | | 0.0153 | 150 | 0.1421 | - | | 0.0204 | 200 | 0.1193 | - | | 0.0255 | 250 | 0.0967 | - | | 0.0306 | 300 | 0.0998 | - | | 0.0357 | 350 | 0.072 | - | | 0.0408 | 400 | 0.124 | - | | 0.0459 | 450 | 0.1076 | - | | 0.0510 | 500 | 0.0738 | - | | 0.0561 | 550 | 0.0727 | - | | 0.0612 | 600 | 0.0794 | - | | 0.0664 | 650 | 0.0821 | - | | 0.0715 | 700 | 0.0712 | - | | 0.0766 | 750 | 0.0629 | - | | 0.0817 | 800 | 0.0874 | - | | 0.0868 | 850 | 0.0552 | - | | 0.0919 | 900 | 0.1073 | - | | 0.0970 | 950 | 0.0713 | - | | 0.1021 | 1000 | 0.0554 | 0.0622 | | 0.1072 | 1050 | 0.0839 | - | | 0.1123 | 1100 | 0.0515 | - | | 0.1174 | 1150 | 0.0775 | - | | 0.1225 | 1200 | 0.0661 | - | | 0.1276 | 1250 | 0.0737 | - | | 0.1327 | 1300 | 0.0863 | - | | 0.1378 | 1350 | 0.0563 | - | | 0.1429 | 1400 | 0.0592 | - | | 0.1480 | 1450 | 0.0724 | - | | 0.1531 | 1500 | 0.0632 | - | | 0.1582 | 1550 | 0.0612 | - | | 0.1633 | 1600 | 0.0731 | - | | 0.1684 | 1650 | 0.0435 | - | | 0.1735 | 1700 | 0.0764 | - | | 0.1786 | 1750 | 0.0591 | - | | 0.1837 | 1800 | 0.0498 | - | | 0.1889 | 1850 | 0.0689 | - | | 0.1940 | 1900 | 0.0557 | - | | 0.1991 | 1950 | 0.0519 | - | | 0.2042 | 2000 | 0.0727 | 0.0600 | | 0.2093 | 2050 | 0.0475 | - | | 0.2144 | 2100 | 0.053 | - | | 0.2195 | 2150 | 0.0583 | - | | 0.2246 | 2200 | 0.0361 | - | | 0.2297 | 2250 | 0.0526 | - | | 0.2348 | 2300 | 0.0371 | - | | 0.2399 | 2350 | 0.0722 | - | | 0.2450 | 2400 | 0.0671 | - | | 0.2501 | 2450 | 0.0409 | - | | 0.2552 | 2500 | 0.053 | - | | 0.2603 | 2550 | 0.0412 | - | | 0.2654 | 2600 | 0.0602 | - | | 0.2705 | 2650 | 0.0583 | - | | 0.2756 | 2700 | 0.0475 | - | | 0.2807 | 2750 | 0.0732 | - | | 0.2858 | 2800 | 0.0484 | - | | 0.2909 | 2850 | 0.0685 | - | | 0.2960 | 2900 | 0.0575 | - | | 0.3011 | 2950 | 0.0604 | - | | 0.3062 | 3000 | 0.0815 | 0.0472 | | 0.3114 | 3050 | 0.0635 | - | | 0.3165 | 3100 | 0.0536 | - | | 0.3216 | 3150 | 0.0594 | - | | 0.3267 | 3200 | 0.0431 | - | | 0.3318 | 3250 | 0.03 | - | | 0.3369 | 3300 | 0.0723 | - | | 0.3420 | 3350 | 0.0366 | - | | 0.3471 | 3400 | 0.0623 | - | | 0.3522 | 3450 | 0.0329 | - | | 0.3573 | 3500 | 0.0363 | - | | 0.3624 | 3550 | 0.049 | - | | 0.3675 | 3600 | 0.0725 | - | | 0.3726 | 3650 | 0.0374 | - | | 0.3777 | 3700 | 0.0768 | - | | 0.3828 | 3750 | 0.0556 | - | | 0.3879 | 3800 | 0.0622 | - | | 0.3930 | 3850 | 0.0415 | - | | 0.3981 | 3900 | 0.0638 | - | | 0.4032 | 3950 | 0.026 | - | | 0.4083 | 4000 | 0.0601 | 0.0523 | | 0.4134 | 4050 | 0.0804 | - | | 0.4185 | 4100 | 0.0416 | - | | 0.4236 | 4150 | 0.0479 | - | | 0.4287 | 4200 | 0.0371 | - | | 0.4339 | 4250 | 0.0709 | - | | 0.4390 | 4300 | 0.0307 | - | | 0.4441 | 4350 | 0.0463 | - | | 0.4492 | 4400 | 0.0343 | - | | 0.4543 | 4450 | 0.0385 | - | | 0.4594 | 4500 | 0.0253 | - | | 0.4645 | 4550 | 0.0405 | - | | 0.4696 | 4600 | 0.024 | - | | 0.4747 | 4650 | 0.0511 | - | | 0.4798 | 4700 | 0.0287 | - | | 0.4849 | 4750 | 0.0405 | - | | 0.4900 | 4800 | 0.0394 | - | | 0.4951 | 4850 | 0.0499 | - | | 0.5002 | 4900 | 0.0517 | - | | 0.5053 | 4950 | 0.0554 | - | | 0.5104 | 5000 | 0.0496 | 0.0542 | | 0.5155 | 5050 | 0.0586 | - | | 0.5206 | 5100 | 0.0411 | - | | 0.5257 | 5150 | 0.0478 | - | | 0.5308 | 5200 | 0.0639 | - | | 0.5359 | 5250 | 0.0435 | - | | 0.5410 | 5300 | 0.034 | - | | 0.5461 | 5350 | 0.0342 | - | | 0.5512 | 5400 | 0.0392 | - | | 0.5563 | 5450 | 0.0408 | - | | 0.5615 | 5500 | 0.0434 | - | | 0.5666 | 5550 | 0.0308 | - | | 0.5717 | 5600 | 0.035 | - | | 0.5768 | 5650 | 0.049 | - | | 0.5819 | 5700 | 0.0411 | - | | 0.5870 | 5750 | 0.0287 | - | | 0.5921 | 5800 | 0.0339 | - | | 0.5972 | 5850 | 0.0513 | - | | 0.6023 | 5900 | 0.0385 | - | | 0.6074 | 5950 | 0.029 | - | | 0.6125 | 6000 | 0.059 | 0.0508 | | 0.6176 | 6050 | 0.0439 | - | | 0.6227 | 6100 | 0.049 | - | | 0.6278 | 6150 | 0.042 | - | | 0.6329 | 6200 | 0.053 | - | | 0.6380 | 6250 | 0.0332 | - | | 0.6431 | 6300 | 0.0236 | - | | 0.6482 | 6350 | 0.0297 | - | | 0.6533 | 6400 | 0.046 | - | | 0.6584 | 6450 | 0.0514 | - | | 0.6635 | 6500 | 0.0489 | - | | 0.6686 | 6550 | 0.0299 | - | | 0.6737 | 6600 | 0.0421 | - | | 0.6788 | 6650 | 0.0346 | - | | 0.6840 | 6700 | 0.0608 | - | | 0.6891 | 6750 | 0.0305 | - | | 0.6942 | 6800 | 0.0416 | - | | 0.6993 | 6850 | 0.0518 | - | | 0.7044 | 6900 | 0.0521 | - | | 0.7095 | 6950 | 0.0184 | - | | 0.7146 | 7000 | 0.0374 | 0.0406 | | 0.7197 | 7050 | 0.0336 | - | | 0.7248 | 7100 | 0.0382 | - | | 0.7299 | 7150 | 0.056 | - | | 0.7350 | 7200 | 0.0445 | - | | 0.7401 | 7250 | 0.0537 | - | | 0.7452 | 7300 | 0.043 | - | | 0.7503 | 7350 | 0.0574 | - | | 0.7554 | 7400 | 0.027 | - | | 0.7605 | 7450 | 0.0396 | - | | 0.7656 | 7500 | 0.0561 | - | | 0.7707 | 7550 | 0.0311 | - | | 0.7758 | 7600 | 0.0545 | - | | 0.7809 | 7650 | 0.0483 | - | | 0.7860 | 7700 | 0.0309 | - | | 0.7911 | 7750 | 0.0511 | - | | 0.7962 | 7800 | 0.0367 | - | | 0.8013 | 7850 | 0.0364 | - | | 0.8065 | 7900 | 0.0362 | - | | 0.8116 | 7950 | 0.0419 | - | | 0.8167 | 8000 | 0.0381 | 0.0423 | | 0.8218 | 8050 | 0.0535 | - | | 0.8269 | 8100 | 0.0441 | - | | 0.8320 | 8150 | 0.0262 | - | | 0.8371 | 8200 | 0.0251 | - | | 0.8422 | 8250 | 0.0301 | - | | 0.8473 | 8300 | 0.0247 | - | | 0.8524 | 8350 | 0.0237 | - | | 0.8575 | 8400 | 0.0478 | - | | 0.8626 | 8450 | 0.0272 | - | | 0.8677 | 8500 | 0.0569 | - | | 0.8728 | 8550 | 0.047 | - | | 0.8779 | 8600 | 0.0458 | - | | 0.8830 | 8650 | 0.0392 | - | | 0.8881 | 8700 | 0.0333 | - | | 0.8932 | 8750 | 0.036 | - | | 0.8983 | 8800 | 0.0272 | - | | 0.9034 | 8850 | 0.034 | - | | 0.9085 | 8900 | 0.0526 | - | | 0.9136 | 8950 | 0.0263 | - | | 0.9187 | 9000 | 0.0378 | 0.0421 | | 0.9238 | 9050 | 0.0373 | - | | 0.9290 | 9100 | 0.0262 | - | | 0.9341 | 9150 | 0.0323 | - | | 0.9392 | 9200 | 0.0175 | - | | 0.9443 | 9250 | 0.0315 | - | | 0.9494 | 9300 | 0.0349 | - | | 0.9545 | 9350 | 0.0622 | - | | 0.9596 | 9400 | 0.0245 | - | | 0.9647 | 9450 | 0.0379 | - | | 0.9698 | 9500 | 0.0486 | - | | 0.9749 | 9550 | 0.0423 | - | | 0.9800 | 9600 | 0.0479 | - | | 0.9851 | 9650 | 0.0203 | - | | 0.9902 | 9700 | 0.0201 | - | | 0.9953 | 9750 | 0.048 | - | | 1.0004 | 9800 | 0.0369 | - | | 1.0055 | 9850 | 0.0358 | - | | 1.0106 | 9900 | 0.0343 | - | | 1.0157 | 9950 | 0.0493 | - | | 1.0208 | 10000 | 0.0117 | 0.0345 | | 1.0259 | 10050 | 0.0321 | - | | 1.0310 | 10100 | 0.034 | - | | 1.0361 | 10150 | 0.0316 | - | | 1.0412 | 10200 | 0.0132 | - | | 1.0463 | 10250 | 0.0149 | - | | 1.0514 | 10300 | 0.0436 | - | | 1.0566 | 10350 | 0.0428 | - | | 1.0617 | 10400 | 0.0325 | - | | 1.0668 | 10450 | 0.0348 | - | | 1.0719 | 10500 | 0.0302 | - | | 1.0770 | 10550 | 0.0276 | - | | 1.0821 | 10600 | 0.0359 | - | | 1.0872 | 10650 | 0.0186 | - | | 1.0923 | 10700 | 0.0265 | - | | 1.0974 | 10750 | 0.0231 | - | | 1.1025 | 10800 | 0.0298 | - | | 1.1076 | 10850 | 0.0394 | - | | 1.1127 | 10900 | 0.0283 | - | | 1.1178 | 10950 | 0.0345 | - | | 1.1229 | 11000 | 0.0194 | 0.0365 | | 1.1280 | 11050 | 0.0217 | - | | 1.1331 | 11100 | 0.0208 | - | | 1.1382 | 11150 | 0.0133 | - | | 1.1433 | 11200 | 0.0099 | - | | 1.1484 | 11250 | 0.0359 | - | | 1.1535 | 11300 | 0.0089 | - | | 1.1586 | 11350 | 0.0283 | - | | 1.1637 | 11400 | 0.0439 | - | | 1.1688 | 11450 | 0.0416 | - | | 1.1739 | 11500 | 0.0179 | - | | 1.1791 | 11550 | 0.0199 | - | | 1.1842 | 11600 | 0.0415 | - | | 1.1893 | 11650 | 0.0209 | - | | 1.1944 | 11700 | 0.0218 | - | | 1.1995 | 11750 | 0.0239 | - | | 1.2046 | 11800 | 0.0243 | - | | 1.2097 | 11850 | 0.0162 | - | | 1.2148 | 11900 | 0.0411 | - | | 1.2199 | 11950 | 0.0235 | - | | 1.2250 | 12000 | 0.0389 | 0.0335 | | 1.2301 | 12050 | 0.0411 | - | | 1.2352 | 12100 | 0.0272 | - | | 1.2403 | 12150 | 0.018 | - | | 1.2454 | 12200 | 0.0268 | - | | 1.2505 | 12250 | 0.0408 | - | | 1.2556 | 12300 | 0.0389 | - | | 1.2607 | 12350 | 0.0106 | - | | 1.2658 | 12400 | 0.0287 | - | | 1.2709 | 12450 | 0.0193 | - | | 1.2760 | 12500 | 0.0308 | - | | 1.2811 | 12550 | 0.0168 | - | | 1.2862 | 12600 | 0.0466 | - | | 1.2913 | 12650 | 0.0379 | - | | 1.2964 | 12700 | 0.0284 | - | | 1.3016 | 12750 | 0.0307 | - | | 1.3067 | 12800 | 0.0191 | - | | 1.3118 | 12850 | 0.031 | - | | 1.3169 | 12900 | 0.031 | - | | 1.3220 | 12950 | 0.0229 | - | | 1.3271 | 13000 | 0.041 | 0.0346 | | 1.3322 | 13050 | 0.0478 | - | | 1.3373 | 13100 | 0.0299 | - | | 1.3424 | 13150 | 0.0257 | - | | 1.3475 | 13200 | 0.0348 | - | | 1.3526 | 13250 | 0.0188 | - | | 1.3577 | 13300 | 0.0109 | - | | 1.3628 | 13350 | 0.0211 | - | | 1.3679 | 13400 | 0.0271 | - | | 1.3730 | 13450 | 0.0329 | - | | 1.3781 | 13500 | 0.0232 | - | | 1.3832 | 13550 | 0.0344 | - | | 1.3883 | 13600 | 0.0226 | - | | 1.3934 | 13650 | 0.0217 | - | | 1.3985 | 13700 | 0.0265 | - | | 1.4036 | 13750 | 0.0319 | - | | 1.4087 | 13800 | 0.032 | - | | 1.4138 | 13850 | 0.0278 | - | | 1.4189 | 13900 | 0.0199 | - | | 1.4241 | 13950 | 0.0331 | - | | 1.4292 | 14000 | 0.0277 | 0.0331 | | 1.4343 | 14050 | 0.0348 | - | | 1.4394 | 14100 | 0.0321 | - | | 1.4445 | 14150 | 0.0286 | - | | 1.4496 | 14200 | 0.032 | - | | 1.4547 | 14250 | 0.0267 | - | | 1.4598 | 14300 | 0.0402 | - | | 1.4649 | 14350 | 0.0284 | - | | 1.4700 | 14400 | 0.0312 | - | | 1.4751 | 14450 | 0.0251 | - | | 1.4802 | 14500 | 0.0179 | - | | 1.4853 | 14550 | 0.0341 | - | | 1.4904 | 14600 | 0.0136 | - | | 1.4955 | 14650 | 0.0411 | - | | 1.5006 | 14700 | 0.0226 | - | | 1.5057 | 14750 | 0.0292 | - | | 1.5108 | 14800 | 0.0381 | - | | 1.5159 | 14850 | 0.0277 | - | | 1.5210 | 14900 | 0.0225 | - | | 1.5261 | 14950 | 0.0209 | - | | 1.5312 | 15000 | 0.0197 | 0.0333 | | 1.5363 | 15050 | 0.0425 | - | | 1.5414 | 15100 | 0.0405 | - | | 1.5465 | 15150 | 0.0191 | - | | 1.5517 | 15200 | 0.0388 | - | | 1.5568 | 15250 | 0.0253 | - | | 1.5619 | 15300 | 0.0231 | - | | 1.5670 | 15350 | 0.0226 | - | | 1.5721 | 15400 | 0.0331 | - | | 1.5772 | 15450 | 0.0145 | - | | 1.5823 | 15500 | 0.0365 | - | | 1.5874 | 15550 | 0.0349 | - | | 1.5925 | 15600 | 0.0186 | - | | 1.5976 | 15650 | 0.02 | - | | 1.6027 | 15700 | 0.0178 | - | | 1.6078 | 15750 | 0.0366 | - | | 1.6129 | 15800 | 0.0317 | - | | 1.6180 | 15850 | 0.0262 | - | | 1.6231 | 15900 | 0.0167 | - | | 1.6282 | 15950 | 0.0127 | - | | 1.6333 | 16000 | 0.0272 | 0.0320 | | 1.6384 | 16050 | 0.0213 | - | | 1.6435 | 16100 | 0.0267 | - | | 1.6486 | 16150 | 0.0299 | - | | 1.6537 | 16200 | 0.0312 | - | | 1.6588 | 16250 | 0.037 | - | | 1.6639 | 16300 | 0.0243 | - | | 1.6690 | 16350 | 0.0223 | - | | 1.6742 | 16400 | 0.0195 | - | | 1.6793 | 16450 | 0.0258 | - | | 1.6844 | 16500 | 0.0218 | - | | 1.6895 | 16550 | 0.0206 | - | | 1.6946 | 16600 | 0.0193 | - | | 1.6997 | 16650 | 0.0318 | - | | 1.7048 | 16700 | 0.0288 | - | | 1.7099 | 16750 | 0.0281 | - | | 1.7150 | 16800 | 0.026 | - | | 1.7201 | 16850 | 0.0257 | - | | 1.7252 | 16900 | 0.0291 | - | | 1.7303 | 16950 | 0.0303 | - | | 1.7354 | 17000 | 0.0234 | 0.0321 | | 1.7405 | 17050 | 0.0228 | - | | 1.7456 | 17100 | 0.0285 | - | | 1.7507 | 17150 | 0.0348 | - | | 1.7558 | 17200 | 0.0213 | - | | 1.7609 | 17250 | 0.0362 | - | | 1.7660 | 17300 | 0.0374 | - | | 1.7711 | 17350 | 0.0339 | - | | 1.7762 | 17400 | 0.0356 | - | | 1.7813 | 17450 | 0.0325 | - | | 1.7864 | 17500 | 0.0266 | - | | 1.7915 | 17550 | 0.0295 | - | | 1.7967 | 17600 | 0.0214 | - | | 1.8018 | 17650 | 0.0383 | - | | 1.8069 | 17700 | 0.0292 | - | | 1.8120 | 17750 | 0.0135 | - | | 1.8171 | 17800 | 0.0379 | - | | 1.8222 | 17850 | 0.0262 | - | | 1.8273 | 17900 | 0.0268 | - | | 1.8324 | 17950 | 0.019 | - | | 1.8375 | 18000 | 0.0201 | 0.0306 | | 1.8426 | 18050 | 0.024 | - | | 1.8477 | 18100 | 0.0174 | - | | 1.8528 | 18150 | 0.0227 | - | | 1.8579 | 18200 | 0.016 | - | | 1.8630 | 18250 | 0.0248 | - | | 1.8681 | 18300 | 0.023 | - | | 1.8732 | 18350 | 0.0265 | - | | 1.8783 | 18400 | 0.0286 | - | | 1.8834 | 18450 | 0.0154 | - | | 1.8885 | 18500 | 0.0358 | - | | 1.8936 | 18550 | 0.011 | - | | 1.8987 | 18600 | 0.0168 | - | | 1.9038 | 18650 | 0.0213 | - | | 1.9089 | 18700 | 0.0217 | - | | 1.9140 | 18750 | 0.0177 | - | | 1.9192 | 18800 | 0.0393 | - | | 1.9243 | 18850 | 0.0176 | - | | 1.9294 | 18900 | 0.0279 | - | | 1.9345 | 18950 | 0.0242 | - | | 1.9396 | 19000 | 0.0415 | 0.0296 | | 1.9447 | 19050 | 0.0281 | - | | 1.9498 | 19100 | 0.0423 | - | | 1.9549 | 19150 | 0.0188 | - | | 1.9600 | 19200 | 0.0417 | - | | 1.9651 | 19250 | 0.0161 | - | | 1.9702 | 19300 | 0.0277 | - | | 1.9753 | 19350 | 0.014 | - | | 1.9804 | 19400 | 0.0231 | - | | 1.9855 | 19450 | 0.0344 | - | | 1.9906 | 19500 | 0.0129 | - | | 1.9957 | 19550 | 0.0241 | - |
### Framework Versions - Python: 3.10.14 - Sentence Transformers: 3.3.0 - Transformers: 4.46.2 - PyTorch: 2.4.0+cu121 - Accelerate: 1.1.1 - Datasets: 3.1.0 - Tokenizers: 0.20.3 ## Citation ### BibTeX #### Sentence Transformers ```bibtex @inproceedings{reimers-2019-sentence-bert, title = "Sentence-BERT: Sentence Embeddings using Siamese BERT-Networks", author = "Reimers, Nils and Gurevych, Iryna", booktitle = "Proceedings of the 2019 Conference on Empirical Methods in Natural Language Processing", month = "11", year = "2019", publisher = "Association for Computational Linguistics", url = "https://arxiv.org/abs/1908.10084", } ```