Common use of Allocation for Tax Purposes Clause in Contracts

Allocation for Tax Purposes. For each tax year, items of income (including items of gross income), deduction, gain, loss or credit shall be allocated for U.S. income tax purposes among the Partners in such manner as to reflect equitably amounts credited to or debited from each Partner’s Capital Account(s) for the current and prior fiscal years (or relevant portions thereof). Allocations under this Section 3.09 shall be made pursuant to the principles of Section 704(b) and 704(c) of the Code, and U.S. Treasury Regulations Sections 1.704-1(b)(2)(iv)(f) and (g), 1.704-1(b)(4)(i) and 1.704-3(e) promulgated thereunder, as applicable, or the successor provisions to such Section and Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, there shall be allocated to the Partners such gains or income as shall be necessary to satisfy the “qualified income offset” requirements of U.S. Treasury Regulations Section 1.704-1(b)(2)(ii)(d). If the Partnership realizes ordinary income and/or capital gains (including short-term capital gains) for U.S. Federal income tax purposes (collectively, “income”) for any tax year during or as of the end of which one or more Positive Basis Partners (as herein defined) withdraw from the Partnership pursuant to Article V, the Managing General Partner may elect, in its discretion, to allocate such income (including items of income) as follows: (i) first, among such completely withdrawing Positive Basis Partners, pro rata in proportion to the respective Full Positive Basis (as herein defined) of each such completely withdrawing Positive Basis Partner, until either the full amount of such income shall have been so allocated or the Full Positive Basis of each such Positive Basis Partner shall have been eliminated, (ii) then, among such partially withdrawing Positive Basis Partners, pro rata in proportion to the respective Partial Positive Basis (as herein defined) of each such partially withdrawing Positive Basis Partner, until either the remaining amount of such income shall have been so allocated or the Partial Positive Basis of each such Positive Basis Partner shall have been eliminated and (iii) then any income not so allocated to Positive Basis Partners to the other Partners in such manner as shall equitably reflect the amounts allocated to such Partners’ Capital Accounts pursuant to Section 3.05. If the Partnership realizes deductions, ordinary losses and/or capital losses (including long-term capital losses) for U.S. Federal income tax purposes (collectively, “losses”) for any tax year during or as of the end of which one or more Negative Basis Partners (as herein defined) withdraw from the Partnership pursuant to Article V, the Managing General Partner may elect, in its discretion, to allocate such losses (including items of loss) as follows: (i) first, among such completely withdrawing Negative Basis Partners, pro rata in proportion to the respective Full Negative Basis (as herein defined) of each such completely withdrawing Negative Basis Partner, until either the full amount of such losses shall have been so allocated or the Full Negative Basis of each such Negative Basis Partner shall have been eliminated, (ii) then, among such partially withdrawing Negative Basis Partners, pro rata in proportion to the respective Partial Negative Basis (as herein defined) of each such partially withdrawing Negative Basis Partner, until either the remaining amount of such losses shall have been so allocated or the Partial Negative Basis of each such Negative Basis Partner shall have been eliminated and (iii) then any losses not so allocated to Negative Basis Partners to the other Partners in such manner as shall equitably reflect the amounts allocated to such Partners’ Capital Accounts pursuant to Section 3.05.

Allocation for Tax Purposes. For each tax fiscal year, items of income (including items of gross income), deduction, gain, loss or credit shall be allocated for U.S. income tax purposes among the Partners in such manner as to reflect equitably amounts credited to or debited from to each Partner’s Capital Account(s) Account for the current and prior fiscal years (or relevant portions thereof). Allocations under this Section 3.09 Sec. 3.10 shall be made pursuant to the principles of Section 704(b) and 704(c) of the Internal Revenue Code of 1986, as amended (the “Code”), and U.S. Treasury Regulations Sections 1.704-1(b)(2)(iv)(fl(b)(2)(iv)(f) and (g), and 1.704-1(b)(4)(i) and 1.704-3(e) promulgated thereunder, as applicable, or the successor provisions to such Section and Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, there shall be allocated to the Partners such gains or income as shall be necessary to satisfy the “qualified income offset” requirements of U.S. Treasury Regulations Section 1.704-1(b)(2)(ii)(d). If the Partnership realizes ordinary income and/or capital gains (including short-term capital gains) for U.S. Federal income tax purposes (collectively, “income”) for any tax fiscal year during or as of the end of which one or more Positive Basis Partners (as herein hereinafter defined) withdraw from the Partnership pursuant to Article VIV or Article VI, the Managing General Partner may elect, in its discretion, elect to allocate such income (including items of income) as follows: (i) first, to allocate such income among such completely withdrawing Positive Basis Partners, pro rata in proportion to the respective Full Positive Basis (as herein hereinafter defined) of each such completely withdrawing Positive Basis Partner, until either the full amount of such income shall have been so allocated or the Full Positive Basis of each such Positive Basis Partner shall have been eliminated, (ii) then, among such partially withdrawing Positive Basis Partners, pro rata in proportion to the respective Partial Positive Basis (as herein defined) of each such partially withdrawing Positive Basis Partner, until either the remaining amount of such income shall have been so allocated or the Partial Positive Basis of each such Positive Basis Partner shall have been eliminated and (iiiii) then to allocate any income not so allocated to Positive Basis Partners to the other Partners in such manner as shall equitably reflect the amounts allocated to such Partners’ Capital Accounts pursuant to Section 3.05Sec. 3.06. If the Partnership realizes deductions, ordinary losses and/or capital losses (including long-term capital losses) for U.S. Federal income tax purposes (collectively, “losses”) for any tax fiscal year during or as of the end of which one or more Negative Basis Partners (as herein hereinafter defined) withdraw from the Partnership pursuant to Article VIV or Article VI, the Managing General Partner may elect, in its discretion, elect to allocate such losses (including items of loss) as follows: (i) first, to allocate such losses among such completely withdrawing Negative Basis Partners, pro rata in proportion to the respective Full Negative Basis (as herein hereinafter defined) of each such completely withdrawing Negative Basis Partner, until either the full amount of such losses shall have been so allocated or the Full Negative Basis of each such Negative Basis Partner shall have been eliminated, (ii) then, among such partially withdrawing Negative Basis Partners, pro rata in proportion to the respective Partial Negative Basis (as herein defined) of each such partially withdrawing Negative Basis Partner, until either the remaining amount of such losses shall have been so allocated or the Partial Negative Basis of each such Negative Basis Partner shall have been eliminated and (iiiii) then to allocate any losses not so allocated to Negative Basis Partners to the other Partners in such manner as shall equitably reflect the amounts allocated to such Partners’ Capital Accounts pursuant to Section 3.05Sec. 3.06.

Allocation for Tax Purposes. For each tax fiscal year, items of income (including items of gross income), deduction, gain, loss or credit shall be allocated for U.S. income tax purposes among the Partners in such manner as to reflect equitably amounts credited to or debited from to each Partner’s 's Capital Account(s) for the current and prior fiscal years (or relevant portions thereof). Allocations under this Section 3.09 shall be made pursuant to the principles of Section 704(b) and 704(c) of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), and U.S. Treasury Regulations Sections 1.704-1(b)(2)(iv)(f) and (g), 1.704-1(b)(4)(i) and 1.704-3(e) promulgated thereunder, as applicable, or the successor provisions to such Section and Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, there shall be allocated to the Partners such gains or income as shall be necessary to satisfy the “"qualified income offset” " requirements of U.S. Treasury Regulations Section 1.704-1(b)(2)(ii)(d). If the Partnership realizes ordinary income and/or capital gains (including short-term capital gains) for U.S. Federal income tax purposes (collectively, “"income”") for any tax fiscal year during or as of the end of which one or more Positive Basis Partners (as herein hereinafter defined) withdraw from the Partnership pursuant to Article V, the Managing General Partner may elect, in its discretion, to allocate such income (including items of income) as follows: (i) first, to allocate such income among such completely withdrawing Positive Basis Partners, pro rata PRO RATA in proportion to the respective Full Positive Basis (as herein hereinafter defined) of each such completely withdrawing Positive Basis Partner, until either the full amount of such income shall have been so allocated or the Full Positive Basis of each such Positive Basis Partner shall have been eliminated, and (ii) then, among such partially withdrawing Positive Basis Partners, pro rata in proportion to the respective Partial Positive Basis (as herein defined) of each such partially withdrawing Positive Basis Partner, until either the remaining amount of such income shall have been so allocated or the Partial Positive Basis of each such Positive Basis Partner shall have been eliminated and (iii) then allocate any income not so allocated to Positive Basis Partners to the other Partners in such manner as shall equitably reflect the amounts allocated to such Partners’ ' Capital Accounts pursuant to Section 3.05. If the Partnership realizes deductions, ordinary losses and/or capital losses (including long-term capital losses) for U.S. Federal income tax purposes (collectively, “"losses”") for any tax fiscal year during or as of the end of which one or more Negative Basis Partners (as herein hereinafter defined) withdraw from the Partnership pursuant to Article V, the Managing General Partner may elect, in its discretion, to allocate such losses (including items of loss) as follows: (i) first, to allocate such losses among such completely withdrawing Negative Basis Partners, pro rata PRO RATA in proportion to the respective Full Negative Basis (as herein hereinafter defined) of each such completely withdrawing Negative Basis Partner, until either the full amount of such losses shall have been so allocated or the Full Negative Basis of each such Negative Basis Partner shall have been eliminated, and (ii) then, among such partially withdrawing Negative Basis Partners, pro rata in proportion to the respective Partial Negative Basis (as herein defined) of each such partially withdrawing Negative Basis Partner, until either the remaining amount of such losses shall have been so allocated or the Partial Negative Basis of each such Negative Basis Partner shall have been eliminated and (iii) then allocate any losses not so allocated to Negative Basis Partners to the other Partners in such manner as shall equitably reflect the amounts allocated to such Partners’ ' Capital Accounts pursuant to Section 3.05.

Allocation for Tax Purposes. For each tax fiscal year, items of income (including items of gross income), deduction, gain, loss or credit shall be allocated as determined for U.S. federal income tax purposes will be allocated among the Partners in such manner as to reflect equitably amounts credited allocated to or debited from each Partner’s the Capital Account(s) for Accounts of the current and prior fiscal years (or relevant portions thereof). Allocations Partners under this Section 3.09 shall Agreement. Such allocation will be made pursuant to the principles of Section Sections 704(b) and 704(c) of the Internal Revenue Code of 1986, as amended (the “Code”), and U.S. Treasury in conformity with Regulations Sections 1.704-§§ 1.704- 1(b)(2)(iv)(f) and (g), 1.704-1(b)(4)(i) and 1.704-3(e) promulgated thereunder, as applicable, or the successor provisions to such Section and Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, there shall will be allocated to the Partners such gains or income as shall will be necessary to satisfy the “qualified income offset” requirements of U.S. Treasury Regulations Section § 1.704-1(b)(2)(ii)(d). If the Partnership realizes ordinary gains and/or income and/or capital gains (including short-term capital gainsgains and/or ordinary income) or losses for U.S. Federal federal income tax purposes (collectively, “income”) for any tax fiscal year during or as of the end of which one or more Positive Basis Partners (as herein hereinafter defined) or Negative Basis Partners (as hereinafter defined) withdraw from the Partnership pursuant to Article VArticles IV, V or VII, the Managing General Partner may elect, in its discretion, elect to allocate such gain and/or income (including items of income) or losses as follows: (i) first, to allocate such gains and/or income among such completely withdrawing Positive Basis Partners, pro rata in proportion to the respective Full Positive Basis (as herein hereinafter defined) of each such completely withdrawing Positive Basis Partner, until either the full amount of such gains and/or income shall have been so allocated or the Full Positive Basis of each such Positive Basis Partner shall have been eliminated, (ii) then, among such partially withdrawing Positive Basis Partners, pro rata in proportion to the respective Partial Positive Basis (as herein defined) of each such partially withdrawing Positive Basis Partner, until either the remaining amount of such income shall have been so allocated or the Partial Positive Basis of each such Positive Basis Partner shall have been eliminated and (iii) then allocate any gains and/or income not so allocated to Positive Basis Partners to the other Partners in such manner as shall equitably reflect the amounts allocated credited to such Partners’ Capital Accounts pursuant to Section 3.05Sec. If the Partnership realizes deductions3.5, ordinary losses and/or capital losses (including long-term capital lossesiii) for U.S. Federal income tax purposes (collectively, “losses”) for any tax year during or as of the end of which one or more Negative Basis Partners (as herein defined) withdraw from the Partnership pursuant to Article V, the Managing General Partner may elect, in its discretion, to allocate such losses (including items of loss) as follows: (i) first, among such completely withdrawing Negative Basis Partners, pro rata in proportion to the respective Full Negative Basis (as herein hereinafter defined) of each such completely withdrawing Negative Basis Partner, until either the full amount of such losses shall have been so allocated or the Full Negative Basis of each such Negative Basis Partner shall have been eliminated, (ii) then, among such partially withdrawing Negative Basis Partners, pro rata in proportion to the respective Partial Negative Basis (as herein defined) of each such partially withdrawing Negative Basis Partner, until either the remaining amount of such losses shall have been so allocated or the Partial Negative Basis of each such Negative Basis Partner shall have been eliminated and (iiiiv) then to allocate any losses not so allocated to Negative Basis Partners to the other Partners in such manner as shall equitably reflect the amounts allocated credited to such Partners’ Capital Accounts pursuant to Section 3.05Sec. 3.5.

Allocation for Tax Purposes. For each tax fiscal year, items of income (including items of gross income), deduction, gain, loss or credit shall be allocated for U.S. income tax purposes among the Partners in such manner as to reflect equitably amounts credited to or debited from to each Partner’s 's Capital Account(s) for the current and prior fiscal years (or relevant portions thereof). Allocations under this Section 3.09 shall be made pursuant to the principles of Section 704(b) and 704(c) of the Code, and U.S. Treasury Regulations Sections 1.704-1(b)(2)(iv)(f) and (g), 1.704-1(b)(4)(i) and 1.704-3(e) promulgated thereunder, as applicable, or the successor provisions to such Section and Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, there shall be allocated to the Partners such gains or income as shall be necessary to satisfy the “"qualified income offset” " requirements of U.S. Treasury Regulations Section 1.704-1(b)(2)(ii)(d). If the Partnership realizes ordinary income and/or capital gains (including short-term capital gains) for U.S. Federal income tax purposes (collectively, “"income”") for any tax fiscal year during or as of the end of which one or more Positive Basis Partners (as herein hereinafter defined) withdraw from the Partnership pursuant to Article V, the Managing General Partner may elect, in its discretion, to allocate such income (including items of income) as follows: (i) first, among such completely withdrawing Positive Basis Partners, pro rata in proportion to the respective Full Positive Basis (as herein hereinafter defined) of each such completely withdrawing Positive Basis Partner, until either the full amount of such income shall have been so allocated or the Full Positive Basis of each such Positive Basis Partner shall have been eliminated, (ii) then, among such partially withdrawing Positive Basis Partners, pro rata prorata in proportion to the respective Partial Positive Basis (as herein hereinafter defined) of each such partially withdrawing Positive Basis Partner, until either the remaining amount of such income shall have been so allocated or the Partial Positive Basis of each such Positive Basis Partner shall have been eliminated and (iii) then any income not so allocated to Positive Basis Partners to the other Partners in such manner as shall equitably reflect the amounts allocated to such Partners’ ' Capital Accounts pursuant to Section 3.05. If the Partnership realizes deductions, ordinary losses and/or capital losses (including long-term capital losses) for U.S. Federal income tax purposes (collectively, “"losses”") for any tax fiscal year during or as of the end of which one or more Negative Basis Partners (as herein hereinafter defined) withdraw from the Partnership pursuant to Article V, the Managing General Partner may elect, in its discretion, to allocate such losses (including items of loss) as follows: (i) first, among such completely withdrawing Negative Basis Partners, pro rata prorata in proportion to the respective Full Negative Basis (as herein hereinafter defined) of each such completely withdrawing Negative Basis Partner, until either the full amount of such losses shall have been so allocated or the Full Negative Basis of each such Negative Basis Partner shall have been eliminated, (ii) then, among such partially withdrawing Negative Basis Partners, pro rata prorata in proportion to the respective Partial Negative Basis (as herein hereinafter defined) of each such partially withdrawing Negative Basis Partner, until either the remaining amount of such losses shall have been so allocated or the Partial Negative Basis of each such Negative Basis Partner shall have been eliminated and (iii) then any losses not so allocated to Negative Basis Partners to the other Partners in such manner as shall equitably reflect the amounts allocated to such Partners’ ' Capital Accounts pursuant to Section 3.05.

Allocation for Tax Purposes. For each tax fiscal year, items of income (including items of gross income), deduction, gain, loss or credit shall be allocated for U.S. income tax purposes among the Partners in such manner as to reflect equitably amounts credited to or debited from to each Partner’s 's Capital Account(s) Account for the current and prior fiscal years (or relevant portions thereof). Allocations under this Section Sec. 3.09 shall be made pursuant to the principles of Section 704(b) and 704(c) of the Internal Revenue Code of 1986, as amended (the "Code"), and U.S. Treasury in conformity with Regulations Sections 1.704-1(b)(2)(iv)(fSection 1.704l(b)(2)(iv)(f) and (g), 1.704-1(b)(4)(i) and 1.704-3(e) promulgated thereunder, as applicable, or the successor provisions to such Section and Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, there shall be allocated to the Partners such gains or income as shall be necessary to satisfy the “"qualified income offset” requirements " requirement of U.S. Treasury Regulations Section 1.704-1(b)(2)(ii)(d). If the Partnership realizes ordinary income and/or capital net gains (including short-term capital gains) for U.S. Federal income tax purposes (collectively, “income”) for any tax fiscal year during or as of the end of which one or more Positive Basis Partners (as herein hereinafter defined) withdraw from the Partnership pursuant to Article VArticles IV, VI or VII, the Managing General Partner may elect, in its discretion, elect to allocate such income (including items of income) net gains as follows: (i) first, to allocate such net gains among such completely withdrawing Positive Basis Partners, pro rata in proportion to the respective Full Positive Basis (as herein hereinafter defined) of each such completely withdrawing Positive Basis Partner, until either the full amount of such income net gains shall have been so allocated or the Full Positive Basis of each such Positive Basis Partner shall have been eliminated, and (ii) then, among such partially withdrawing Positive Basis Partners, pro rata in proportion to the respective Partial Positive Basis (as herein defined) of each such partially withdrawing Positive Basis Partner, until either the remaining amount of such income shall have been so allocated or the Partial Positive Basis of each such Positive Basis Partner shall have been eliminated and (iii) then allocate any income net gains not so allocated to Positive Basis Partners to the other Partners in such manner as shall equitably reflect the amounts allocated credited to such Partners’ ' Capital Accounts pursuant to Section Sec. 3.05. If ; provided, however, that if, following such fiscal year, the Partnership realizes deductionsnet gains from a sale of Securities the proceeds of which are designated on the Partnership's books and records as being used to effect payment of all or part of the interest in the Partnership of any Positive Basis Partner, ordinary losses and/or capital losses (including long-term capital losses) for U.S. Federal income tax purposes (collectivelythere shall be allocated to such Positive Basis Partner an amount of such net gains equal to the amount, “losses”) for any tax year during if any, by which his or its Positive Basis as of the end effective date of which one his or more Negative Basis Partners its withdrawal (as herein defineddetermined under Sec. 6.04) withdraw from exceeds the Partnership amount allocated to him or it pursuant to Article V, the Managing General Partner may elect, in its discretion, to allocate such losses (including items of loss) as follows: clause (i) first, among such completely withdrawing Negative Basis Partners, pro rata in proportion to the respective Full Negative Basis (as herein defined) of each such completely withdrawing Negative Basis Partner, until either the full amount of such losses shall have been so allocated or the Full Negative Basis of each such Negative Basis Partner shall have been eliminated, (ii) then, among such partially withdrawing Negative Basis Partners, pro rata in proportion to the respective Partial Negative Basis (as herein defined) of each such partially withdrawing Negative Basis Partner, until either the remaining amount of such losses shall have been so allocated or the Partial Negative Basis of each such Negative Basis Partner shall have been eliminated and (iii) then any losses not so allocated to Negative Basis Partners to the other Partners in such manner as shall equitably reflect the amounts allocated to such Partners’ Capital Accounts pursuant to Section 3.05this sentence.

Allocation for Tax Purposes. For each tax yearFiscal Year, items of income (including items of gross income), deduction, gain, loss or credit shall be allocated for U.S. income tax purposes among the Partners Members in such manner as to reflect equitably amounts credited to or debited from to each Partner’s Member's Capital Account(s) for the current and prior fiscal years Fiscal Years (or relevant portions thereof). Allocations under this Section 3.09 5.8 shall be made pursuant to the principles of Section Sections 704(b) and 704(c) of the Internal Revenue Code, and U.S. Treasury Regulations Sections 1.704-1(b)(2)(iv)(f) and (g), 1.704-1(b)(4)(i) and 1.704-3(e) promulgated thereunder, as applicable, or the successor provisions to such Sections and Regulations. Items described in this Section and Treasury Regulations5.8 shall neither be credited nor charged to the Members' Capital Accounts. Notwithstanding anything to the contrary in this Agreement, there shall be allocated to the Partners Members such gains or income as shall be necessary to satisfy the “qualified income offset” requirements of U.S. Treasury Regulations Section § 1.704-1(b)(2)(ii)(d). If the Partnership Fund realizes ordinary income and/or capital gains (including short-term capital gains) for U.S. Federal income tax purposes (collectively, “income”) Income for any tax year during or as of the end of which one or more Positive Basis Partners (as herein defined) Members withdraw from the Partnership Fund pursuant to Article VIV, the Managing General Partner Board of Managers may elect, in its discretion, elect to allocate such income (including items of income) Income as follows: (i) first, to allocate such Income among such completely withdrawing Positive Basis PartnersMembers, pro rata in proportion to the respective Full Positive Basis (as herein defined) of each such completely withdrawing Positive Basis PartnerMember, until either the full amount of such income Income shall have been so allocated or the Full Positive Basis of each such Positive Basis Partner shall have been eliminated, (ii) then, among such partially withdrawing Positive Basis Partners, pro rata in proportion to the respective Partial Positive Basis (as herein defined) of each such partially withdrawing Positive Basis Partner, until either the remaining amount of such income shall have been so allocated or the Partial Positive Basis of each such Positive Basis Partner Member shall have been eliminated and (iiiii) then to allocate any income Income not so allocated to Positive Basis Partners Members to the other Partners Members in such manner as shall equitably reflect the amounts allocated to such Partners’ Members' Capital Accounts pursuant to Section 3.055.3. If the Partnership Fund realizes deductions, ordinary losses and/or capital losses (including long-term capital losses) for U.S. Federal income tax purposes (collectively, “losses”) Losses for any tax year during or as of the end of which one or more Negative Basis Partners (as herein defined) Members withdraw from the Partnership Fund pursuant to Article VIV, the Managing General Partner Board of Managers may elect, in its discretion, elect to allocate such losses (including items of loss) Losses as follows: (i) first, to allocate such Losses among such completely withdrawing Negative Basis PartnersMembers, pro rata in proportion to the respective Full Negative Basis (as herein defined) of each such completely withdrawing Negative Basis PartnerMember, until either the full amount of such losses Losses shall have been so allocated or the Full Negative Basis of each such Negative Basis Partner shall have been eliminated, (ii) then, among such partially withdrawing Negative Basis Partners, pro rata in proportion to the respective Partial Negative Basis (as herein defined) of each such partially withdrawing Negative Basis Partner, until either the remaining amount of such losses shall have been so allocated or the Partial Negative Basis of each such Negative Basis Partner Member shall have been eliminated and (iiiii) then to allocate any losses Losses not so allocated to Negative Basis Partners Members to the other Partners Members in such manner as shall equitably reflect the amounts allocated to such Partners’ Members' Capital Accounts pursuant to Section 3.055.03. Notwithstanding anything to the contrary in the foregoing in this Section 5.8, if the Special Advisory Member withdraws all or a portion of its Capital Account during any tax year, the Board of Managers may specially allocate income to the Special Advisory Member equal to the amount by which such withdrawn amounts exceeds the Special Advisory Member’s adjusted tax basis, for income tax purposes, in its interest in the Fund (determined prior to any such allocations).

Allocation for Tax Purposes. For each tax yearFiscal Year, items of income (including items of gross income), deduction, gain, loss loss, or credit shall be allocated for U.S. income tax purposes among the Partners in such manner as to reflect equitably amounts credited to or debited from to each Partner’s Capital Account(s) Account for the current and prior fiscal years Fiscal Years (or relevant portions thereof). Allocations under this Section 3.09 4.08 shall be made pursuant to the principles of Section 704(b) and 704(c) of the Code, and U.S. Treasury Regulations Sections 1.704-1(b)(2)(iv)(f) and (g), 1.704-1(b)(4)(i) and 1.704-3(e) promulgated thereunder, as applicable, or the successor provisions to such Section and Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, there shall be allocated to the Partners such gains or income as shall be necessary to satisfy the “qualified income offset” requirements of U.S. Treasury Regulations Section 1.704-1(b)(2)(ii)(d). If the Partnership realizes ordinary income and/or capital gains (including short-term capital gains) for U.S. Federal federal income tax purposes (collectively, “income”) for any tax year Fiscal Year during or as of the end of which one or more Positive Basis Partners (as herein defined) withdraw from the Partnership pursuant to Article VPartnership, the Managing General Partner may elect, in its discretion, elect to allocate such income (including items of income) as follows: (ia) first, among such completely withdrawing Positive Basis Partners, Partners pro rata in proportion to the respective Full Positive Basis (as herein defined) of each such completely withdrawing Positive Basis Partner, until either the full amount of such income shall have been so allocated or the Full Positive Basis of each such Positive Basis Partner shall have been eliminated, (ii) then, among such partially withdrawing Positive Basis Partners, pro rata in proportion to the respective Partial Positive Basis (as herein defined) of each such partially withdrawing Positive Basis Partner, until either the remaining amount of such income shall have been so allocated or the Partial Positive Basis of each such Positive Basis Partner shall have been eliminated and (iiib) then then, any income not so allocated to Positive Basis Partners to the other Partners in such manner as shall equitably reflect the amounts allocated to such Partners’ Capital Accounts pursuant to Section 3.054.04. FSI Low Beta Absolute Return Fund, LP Limited Partnership Agreement If the Partnership realizes deductions, ordinary losses losses, and/or capital losses (including long-term capital losses) for U.S. Federal federal income tax purposes (collectively, “losses”) for any tax year Fiscal Year during or as of the end of which one or more Negative Basis Partners (as herein defined) withdraw from the Partnership pursuant to Article VPartnership, the Managing General Partner may elect, in its discretion, elect to allocate such losses (including items of loss) as follows: (iy) first, among such completely withdrawing Negative Basis Partners, pro rata in proportion to the respective Full Negative Basis (as herein defined) of each such completely withdrawing Negative Basis Partner, until either the full amount of such losses shall have been so allocated or the Full Negative Basis of each such Negative Basis Partner shall have been eliminated, (ii) then, among such partially withdrawing Negative Basis Partners, pro rata in proportion to the respective Partial Negative Basis (as herein defined) of each such partially withdrawing Negative Basis Partner, until either the remaining amount of such losses shall have been so allocated or the Partial Negative Basis of each such Negative Basis Partner shall have been eliminated and (iiiz) then then, any losses not so allocated to Negative Basis Partners Partners, to the other Partners that are not withdrawing their interests in such manner the Partnership as shall equitably reflect the amounts allocated to such Partners’ Capital Accounts pursuant to Section 3.054.04.

Allocation for Tax Purposes. For each tax yearFiscal Year, items of income (including items of gross income), deduction, gain, loss loss, or credit shall be allocated for U.S. income tax purposes among the Partners in such manner as to reflect equitably amounts credited to or debited from to each Partner’s Capital Account(s) Account for the current and prior fiscal years Fiscal Years (or relevant portions thereof). Allocations under this Section 3.09 5.7 shall be made pursuant to the principles of Section Sections 704(b) and 704(c) of the Code, and U.S. Treasury Regulations Sections 1.704-1(b)(2)(iv)(f) and (g), 1.704-1(b)(4)(i) ), and 1.704-3(e) promulgated thereunder, as applicable, or the successor provisions to such Section Sections and Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, there shall be allocated to the Partners such gains or income as shall be necessary to satisfy the “qualified income offset” requirements of U.S. Treasury Regulations Section 1.704-1(b)(2)(ii)(d1.704 -l(b) (2)(ii)(d). If the Partnership realizes ordinary income and/or capital gains (including short-term capital gains) for U.S. Federal federal income tax purposes (collectively, “"income”) for any tax year Fiscal Year during or as of the end of which one or more Positive Basis Partners (as herein hereinafter defined) withdraw from the Partnership pursuant to Article VARTICLE VII, the Managing General Partner may elect, in its discretion, elect to allocate such income (including items of income) as follows: (i) first, to allocate such income among such completely withdrawing Positive Basis Partners, pro rata in proportion to the respective Full Positive Basis (as herein hereinafter defined) of each such completely withdrawing Positive Basis Partner, until either the full amount of such income shall have been so allocated or the Full Positive Basis of each such Positive Basis Partner shall have been eliminated, ; and (ii) then, among such partially withdrawing Positive Basis Partners, pro rata in proportion to the respective Partial Positive Basis (as herein defined) of each such partially withdrawing Positive Basis Partner, until either the remaining amount of such income shall have been so allocated or the Partial Positive Basis of each such Positive Basis Partner shall have been eliminated and (iii) then allocate any income not so allocated to Positive Basis Partners to the other Partners in such manner as shall equitably reflect the amounts allocated to such Partners’ Capital Accounts pursuant to Section 3.055.4. If the Partnership realizes deductions, ordinary losses and/or capital losses (including long-term capital losses) for U.S. Federal federal income tax purposes (collectively, “losses”) for any tax year Fiscal Year during or as of the end of which one or more Negative Basis Partners (as herein hereinafter defined) withdraw from the Partnership pursuant to Article VARTICLE VII, the Managing General Partner may elect, in its discretion, elect to allocate such losses (including items of loss) as follows: (i) first, to allocate such losses among such completely withdrawing Negative Basis Partners, pro rata in proportion to the respective Full Negative Basis (as herein hereinafter defined) of each such completely withdrawing Negative Basis Partner, until either the full amount of such losses shall have been so allocated or the Full Negative Basis of each such Negative Basis Partner shall have been eliminated, ; and (ii) then, among such partially withdrawing Negative Basis Partners, pro rata in proportion to the respective Partial Negative Basis (as herein defined) of each such partially withdrawing Negative Basis Partner, until either the remaining amount of such losses shall have been so allocated or the Partial Negative Basis of each such Negative Basis Partner shall have been eliminated and (iii) then allocate any losses not so allocated to Negative Basis Partners to the other Partners in such manner as shall equitably reflect the amounts allocated to such Partners’ Capital Accounts pursuant to Section 3.055.4.

Allocation for Tax Purposes. For each tax fiscal year, items of income (including items of gross income), deduction, gain, loss or credit shall be allocated for U.S. income tax purposes among the Partners in such manner as to reflect equitably amounts credited to or debited from to each Partner’s 's Capital Account(s) Account for the current and prior fiscal years (or relevant portions thereof). Allocations under this Section Sec. 3.09 shall be made pursuant to the principles of Section 704(b) and 704(c) of the Internal Revenue Code of 1986, as amended (the "Code"), and U.S. Treasury in conformity with Regulations Sections 1.704-1(b)(2)(iv)(f1.704l(b)(2)(iv)(f) and (g), 1.704-1(b)(4)(i) and 1.704-3(e) promulgated thereunder, as applicable, or the successor provisions to such Section and Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, there shall be allocated to the Partners such gains or income as shall be necessary to satisfy the “"qualified income offset” requirements " requirement of U.S. Treasury Regulations Section Sections 1.704-1(b)(2)(ii)(d). If the Partnership realizes ordinary income and/or capital net gains (including short-term capital gains) for U.S. Federal income tax purposes (collectively, “income”) for any tax fiscal year during or as of the end of which one or more Positive Basis Partners (as herein hereinafter defined) withdraw from the Partnership pursuant to Article VArticles IV, VI or VII, the Managing General Partner may elect, in its discretion, elect to allocate such income (including items of income) net gains as follows: (i) first, to allocate such net gains among such completely withdrawing Positive Basis Partners, pro rata in proportion to the respective Full Positive Basis (as herein hereinafter defined) of each such completely withdrawing Positive Basis Partner, until either the full amount of such income net gains shall have been so allocated or the Full Positive Basis of each such Positive Basis Partner shall have been eliminated, and (ii) then, among such partially withdrawing Positive Basis Partners, pro rata in proportion to the respective Partial Positive Basis (as herein defined) of each such partially withdrawing Positive Basis Partner, until either the remaining amount of such income shall have been so allocated or the Partial Positive Basis of each such Positive Basis Partner shall have been eliminated and (iii) then allocate any income net gains not so allocated to Positive Basis Partners to the other Partners in such manner as shall equitably reflect the amounts allocated credited to such Partners’ ' Capital Accounts pursuant to Section Sec. 3.05. If ; provided, however, that if, following such fiscal year, the Partnership realizes deductionsnet gains from a sale of Securities the proceeds of which are designated on the Partnership's books and records as being used to effect payment of all or part of the interest in the Partnership of any Positive Basis Partner, ordinary losses and/or capital losses (including long-term capital losses) for U.S. Federal income tax purposes (collectivelythere shall be allocated to such Positive Basis Partner an amount of such net gains equal to the amount, “losses”) for any tax year during if any, by which his or its Positive Basis as of the end effective date of which one his or more Negative Basis Partners its withdrawal (as herein defineddetermined under Sec. 6.04) withdraw from exceeds the Partnership amount allocated to him or it pursuant to Article V, the Managing General Partner may elect, in its discretion, to allocate such losses (including items of loss) as follows: clause (i) first, among such completely withdrawing Negative Basis Partners, pro rata in proportion to the respective Full Negative Basis (as herein defined) of each such completely withdrawing Negative Basis Partner, until either the full amount of such losses shall have been so allocated or the Full Negative Basis of each such Negative Basis Partner shall have been eliminated, (ii) then, among such partially withdrawing Negative Basis Partners, pro rata in proportion to the respective Partial Negative Basis (as herein defined) of each such partially withdrawing Negative Basis Partner, until either the remaining amount of such losses shall have been so allocated or the Partial Negative Basis of each such Negative Basis Partner shall have been eliminated and (iii) then any losses not so allocated to Negative Basis Partners to the other Partners in such manner as shall equitably reflect the amounts allocated to such Partners’ Capital Accounts pursuant to Section 3.05this sentence.