Allocation of Net Income and Taxable Income. (a) Where Distributable Cash was paid in respect of a Fiscal Year, the Net Income and Taxable Income of the Partnership in respect of that Fiscal Year shall be allocated among all Partners that were Partners at any time in the Fiscal Year on the following basis:
(i) first, to the Partnership GP 0.01% of the Net Income and Taxable Income of the Partnership to a maximum of $100 per annum; and
(ii) as to the balance, to the Limited Partners as a class, and to each Limited Partner an amount equal to the balance multiplied by a fraction, the numerator of which is the sum of the distributions received by such Limited Partner in respect of the Fiscal Year and the denominator of which is the aggregate amount of distributions made by the Partnership to the Limited Partners as a group in respect of the Fiscal Year.
(b) Where no Distributable Cash was paid in respect of a Fiscal Year, Net Income and Taxable Income of the Partnership in respect of that Fiscal Year shall be allocated among all Partners that were Partners at any time in that Fiscal Year on the following basis:
(i) first, to the Partnership GP 0.01% of the Net Income and Taxable Income of the Partnership to a maximum of $100 per annum; and
(ii) as to the balance, to the Limited Partners who were holders of Units at the end of each month ending in such Fiscal Year, pro rata in accordance with their respective Proportionate Shares as at the end of each month, the balance divided by 12.
Allocation of Net Income and Taxable Income. (a) Where Distributable Cash Flow was paid in respect of a Fiscal Year, the Net Income and Taxable Income of the Fund in respect of that Fiscal Year shall be allocated among the General Partner and all Unitholders that were Unitholders at any time in the Fiscal Year on the following basis:
(i) first, to the General Partner 0.01% of the Net Income and Taxable Income of the Fund; and
(ii) as to the balance, to each Unitholder an amount equal to the balance multiplied by a fraction, the numerator of which is the sum of the distributions which would have been received by the Unitholder in respect of the Fiscal Year and the denominator of which is the total distributions which would have been made by the Fund to Unitholders in respect of the Fiscal Year, determined in each case without reference to (A) any U.S. withholding tax borne by the Investment LPs or SIP in respect of distributions by the U.S. REITs or the Holding LPs or (B) any Canadian withholding tax withheld from dividends paid by the Subsidiary Canadian Corporations to the Fund or its Subsidiaries.
(b) Where no Distributable Cash Flow was paid in respect of a Fiscal Year, Net Income and Taxable Income of the Fund in respect of that Fiscal Year shall be allocated among the General Partner and all Unitholders on the following basis:
(i) first, to the General Partner 0.01% of the Net Income and Taxable Income of the Fund;
(ii) as to the balance, to the Unitholders that were Unitholders at the end of each month ending in such Fiscal Year, such portion of the balance determined based on the proportionate interest of each class of Units (subject to such adjustments as may be required to reflect the Unit Class Expenses allocable to each respective class and the impact, if any, of the Class H Unit Liquidation Hedge) and within each class pro rata based on the number of Units held, divided by 12.
Allocation of Net Income and Taxable Income. After allocation to the General Partner of 0.01% of the amount of Net Income and Taxable Income for any Fiscal Period, the balance of such amounts will be allocated, as follows:
(a) firstly, on a pro rata basis, to the holders of the Class A Units, until such time as the Class A Limited Partners shown on the Register at the end of such Fiscal Period as Class A Limited Partners holding Class A Units are allocated an amount sufficient to off-set any Net Loss and Tax Loss allocated to the holders of the Class A Units pursuant to section 6.5 below;
(b) secondly, to the General Partner, until such time as the General Partner is allocated an amount sufficient to off-set any Net Loss and Tax Loss allocated to the General Partner pursuant to section 6.5 below;
(c) thirdly, to the holders of the Class A Units, pro rata in accordance with the Subscription Prices paid for each Class A Unit until such time as each of the Class A Limited Partners shown on the Register at the end of such Fiscal Period as a Class A Limited Partner holding Class A Units is allocated an amount equal to the return on his Adjusted Original Contribution as at the start of such Fiscal Period paid in such Fiscal Period pursuant to section 6.2(a) or section 6.3(c); and
(d) fourthly:
(i) 85% thereof, pro rata, to the Class A Limited Partners shown on the Register at the end of such Fiscal Period as Class A Limited Partners holding Class A Units; and
(ii) 15% thereof, to the Class B Limited Partner, provided that, under certain circumstances, a reallocation of Net Income or Taxable Income may be required for income tax purposes in order to reduce or eliminate a deficit in the Limited Partners’ Capital Accounts.
