Common use of Allocation of Profit and Loss for Federal Income Tax Purposes Clause in Contracts

Allocation of Profit and Loss for Federal Income Tax Purposes. As of the end of each fiscal year, the Fund’s income and expense and capital gain or loss shall be allocated among the Partners pursuant to the following provisions of this Section 7(b) for federal income tax purposes. For purposes of this Section 7(b), capital gain and capital loss shall be allocated separately and not netted. (1) First, items of ordinary income and expense (other than expenses attributable to profit shares which shall be allocated as set forth in Section 7(b)(2)) shall be allocated pro rata among the Units outstanding as of the end of each month in which the items of ordinary income and expense accrue. (2) Second, expenses attributable to profit shares paid to the Advisor shall be allocated among the Units outstanding at any time during the fiscal year based upon the ratio that each such Unit’s net profit share (the excess, if any, of the aggregate of all profit shares allocated to the capital account relating to such Unit over the aggregate of all “reversals” of profit shares allocated to such Unit) bears to the net profit share of all Units. (3) Third, capital gain or loss shall be allocated as follows: (A) There shall be established a tax account with respect to each outstanding Unit. The initial balance of each tax account shall be the amount paid to the Fund for each Unit. For each of the first twenty-four months of the Fund, the balance of such tax account shall be reduced by the Unit’s allocable share of the amount payable in such month by the Fund to the General Partner in respect of organizational and initial offering costs, as described in the Offering Memorandum. The adjustment to reflect the reimbursement of organizational and initial offering costs shall be made prior to the allocations of capital gain or loss (and shall be taken into account in making such allocations). For purposes of this Section 7(b)(3), tax allocations shall be made to the General Partner’s general partnership interest on a Unit-equivalent basis. As of the end of each fiscal year: (i) Each tax account shall be increased by the amount of income allocated to each Unit pursuant to Sections 7(b)(1) and 7(b)(3)(C). (ii) Each tax account shall be decreased by the amount of expense or loss allocated to each Unit pursuant to Sections 7(b)(1), 7(b)(2) and 7(b)(3)(E) and by the amount of any distributions paid out with respect to the Units other than upon redemption. (iii) When a Unit is redeemed, the tax account attributable to such Unit (determined after making all allocations described in this Section 7(b)) shall be eliminated. (B) Each Partner who redeems Units in such year (including Units redeemed as of the end of the last day of such fiscal year) shall be allocated Capital Gain, if any, up to the amount of the excess, if any, of the amount received in respect of the Units so redeemed (before taking into account any early redemption charges) over the sum of the tax accounts (determined after making the allocation described in Sections 7(b)(1) and 7(b)(2), but prior to making the allocations described in this Section 7(b)(3)(B)) allocable to such Units (an “Excess”). In the event the aggregate amount of Capital Gain available to be allocated pursuant to this Section 7(b)(3)(B) is less than the aggregate amount of Capital Gain required to be so allocated, the aggregate amount of available Capital Gain shall be allocated among all such Partners in the ratio which each such Partner’s Excess bears to the aggregate Excess of all such Partners. (C) Capital Gain remaining after the allocation described in Section 7(b)(3)(B) shall be allocated among all Partners who hold Units outstanding as of the end of the applicable fiscal year (other than Units redeemed as of the end of the last day of such fiscal year) whose capital accounts with respect to such Units are in excess of their tax accounts (determined after making the allocations described in Sections 7(b)(1) and 7(b)(2)) allocable to such Units in the ratio that each such Partner’s excess bears to the aggregate excess of all such Partners. Capital Gain remaining after the allocation described in the preceding sentence shall be allocated among all Partners described in said sentence in proportion to their holdings of such Units. (D) Each Partner who redeems Units in such year (including Units redeemed as of the end of the last day of such fiscal year) shall be allocated Capital Loss, if any, up to the amount of the sum of the excess of the tax accounts (determined after making the allocations described in Sections 7(b)(1) and 7(b)(2), but prior to making the allocations described in this Section 7(b)(3)(D)) allocable to the Units so redeemed over the amount received in respect of such Units (before taking into account any early redemption charges) (a “Negative Excess”). In the event the aggregate amount of Capital Loss available to be allocated pursuant to this Section 7(b)(3)(D) is less than the aggregate amount required to be so allocated, the aggregate amount of available Capital Loss shall be allocated among all such Partners in the ratio that each such Partner’s Negative Excess bears to the aggregate Negative Excess of all such Partners. (E) Capital Loss remaining after the allocation described in Section 7(b)(3)(D) shall be allocated among all Partners who hold Units outstanding as of the end of the applicable fiscal year (other than Units redeemed as of the end of the last day of such fiscal year) whose tax accounts with respect to such Units are in excess of their capital accounts (determined after making the allocations described in Sections 7(b)(1) and 7(b)(2)) with respect to such Units in the ratio that each such Partner’s negative excess bears to the aggregate negative excess of all such Partners. Capital Loss remaining after the allocation described in the preceding sentence shall be allocated among all Partners described in such sentence in proportion to their holdings of such Units. (F) For purposes of this Section 7(b), “Capital Gain” or “Capital Loss” shall mean gain or loss characterized as gain or loss from the sale or exchange of a capital asset, by the Internal Revenue Code of 1986, as amended (the “Code”), including, but not limited to, gain or loss required to be taken into account pursuant to Section 1256 thereof.

Allocation of Profit and Loss for Federal Income Tax Purposes. As of the end of each fiscal year, the Fund’s income and expense and capital gain The Partnership's realized profit or loss (including the Partnership's pro rata share of any Trading Company items) shall be allocated among the Partners pursuant to the following provisions of this Section 7(b) subparagraphs for federal income tax purposes. For purposes Except to the extent otherwise provided below, such allocations of this Section 7(b), profit and loss will be pro rata from net capital gain or loss and capital net ordinary income or loss shall realized by the Partnership. For United States federal income tax purposes, a distinction will be allocated separately made between net short-term gain or loss and not nettednet long-term gain or loss. (1) First, items Items of ordinary income and expense (other than expenses attributable to profit shares which shall be allocated as set forth in Section 7(b)(2)) shall be allocated pro rata among the Units outstanding Partners based on their respective capital accounts as of the end of each month in which the items of ordinary income and or expense accrueaccrued. (2) Second, expenses attributable to profit shares paid to the Advisor shall be allocated among the Units outstanding at any time during the fiscal year based upon the ratio that each such Unit’s net profit share (the excess, if any, of the aggregate of all profit shares allocated to the capital account relating to such Unit over the aggregate of all “reversals” of profit shares allocated to such Unit) bears to the net profit share of all Units. (3) Third, Net realized capital gain or loss shall be allocated as follows: : (Aaa) There For the purpose of allocating the Partnership's net realized capital gain or loss among the Partners, there shall be established a tax an allocation account with respect to each outstanding Unit. The initial balance of each tax allocation account shall be the amount paid to the Fund Partnership for each the Unit. For each of the first twenty-four months of the Fund, the balance of such tax account Allocation accounts shall be reduced by the Unit’s allocable share of the amount payable in such month by the Fund to the General Partner in respect of organizational and initial offering costs, adjusted as described in the Offering Memorandum. The adjustment to reflect the reimbursement of organizational and initial offering costs shall be made prior to the allocations of capital gain or loss (and shall be taken into account in making such allocations). For purposes of this Section 7(b)(3), tax allocations shall be made to the General Partner’s general partnership interest on a Unit-equivalent basis. As of the end of each fiscal yearFiscal Year and as of the date a Partner completely redeems his Units as follows: (i) Each tax allocation account shall be increased by the amount of income allocated to each the holder of the Unit pursuant to Sections 7(b)(1subparagraph (c)(1) above and 7(b)(3)(C)subparagraph (c)(2)(cc) below. (ii) Each tax allocation account shall be decreased by the amount of expense or loss allocated to each the holder of the Unit pursuant to Sections 7(b)(1), 7(b)(2subparagraph (c)(1) above and 7(b)(3)(Esubparagraph (c)(2)(ee) below and by the amount of any distributions paid out distribution the holder of the Unit has received with respect to the Units Unit (other than upon redemptionon redemption of the Unit). (iii) When a Unit is redeemed, the tax account attributable (y) net realized capital gain shall first be allocated to such Unit (determined after making all allocations described in this Section 7(b)) shall be eliminated. (B) Each each Partner who redeems has redeemed all his Units in such year (including Units redeemed as of the end of the last day of such fiscal year) shall be allocated Capital Gain, if any, up to the amount of the excess, if any, of the amount received in respect upon redemption of the his Units so redeemed (before taking into account any early redemption charges) over the sum of the tax accounts (determined after making the allocation described in Sections 7(b)(1) and 7(b)(2), but prior to making the allocations described in this Section 7(b)(3)(B)) allocable account attributable to such Units (an “Excess”). In the event the aggregate amount of Capital Gain available to and net realized capital loss shall first be allocated pursuant to this Section 7(b)(3)(B) is less than each Partner who has redeemed all his Units up to the aggregate excess, if any, of the allocation account attributable to such Units over the amount received upon redemption of Capital Gain required his Units in proportion to be so allocated, the aggregate amount of available Capital Gain shall be allocated among all such Partners in the ratio which each such Partner’s Excess bears to the aggregate Excess of all such Partners. 's excess and (Cz) Capital Gain remaining after the allocation described in Section 7(b)(3)(B) shall be allocated among all Partners who hold Units outstanding as of the end of the applicable fiscal year (other than Units redeemed as of the end of the last day of such fiscal year) whose capital accounts account with respect to such Units are in excess of their tax accounts (determined after making the allocations described in Sections 7(b)(1) and 7(b)(2)) allocable to such Units in the ratio that each such Partner’s excess bears to the aggregate excess of all such Partners. Capital Gain remaining after the allocation described in the preceding sentence Unit shall be allocated among all Partners described in said sentence in proportion to their holdings of such Unitseliminated. (D) Each Partner who redeems Units in such year (including Units redeemed as of the end of the last day of such fiscal year) shall be allocated Capital Loss, if any, up to the amount of the sum of the excess of the tax accounts (determined after making the allocations described in Sections 7(b)(1) and 7(b)(2), but prior to making the allocations described in this Section 7(b)(3)(D)) allocable to the Units so redeemed over the amount received in respect of such Units (before taking into account any early redemption charges) (a “Negative Excess”). In the event the aggregate amount of Capital Loss available to be allocated pursuant to this Section 7(b)(3)(D) is less than the aggregate amount required to be so allocated, the aggregate amount of available Capital Loss shall be allocated among all such Partners in the ratio that each such Partner’s Negative Excess bears to the aggregate Negative Excess of all such Partners. (E) Capital Loss remaining after the allocation described in Section 7(b)(3)(D) shall be allocated among all Partners who hold Units outstanding as of the end of the applicable fiscal year (other than Units redeemed as of the end of the last day of such fiscal year) whose tax accounts with respect to such Units are in excess of their capital accounts (determined after making the allocations described in Sections 7(b)(1) and 7(b)(2)) with respect to such Units in the ratio that each such Partner’s negative excess bears to the aggregate negative excess of all such Partners. Capital Loss remaining after the allocation described in the preceding sentence shall be allocated among all Partners described in such sentence in proportion to their holdings of such Units. (F) For purposes of this Section 7(b), “Capital Gain” or “Capital Loss” shall mean gain or loss characterized as gain or loss from the sale or exchange of a capital asset, by the Internal Revenue Code of 1986, as amended (the “Code”), including, but not limited to, gain or loss required to be taken into account pursuant to Section 1256 thereof.

Allocation of Profit and Loss for Federal Income Tax Purposes. As of the end of each fiscal yearFiscal Year of the Partnership (or such other period as required by the Code), the FundPartnership’s income and expense and capital gain recognized profit or loss shall be allocated among the Partners pursuant to the following provisions of this Section 7(b) subparagraphs for federal income tax purposes. For purposes Such allocations of this Section 7(b), profit and loss will be pro rata from net capital gain or loss and capital net operating income or loss shall realized by the Partnership. For United States federal income tax purposes, a distinction will be allocated separately made between net short-term gain or loss and not nettednet long-term gain or loss. (1a) FirstSubject to Section 7.3(c), items of ordinary income and expense (other than expenses attributable to profit shares which shall be allocated as set forth in Section 7(b)(2)) shall be allocated pro rata among the Units outstanding Partners based on their respective Capital Accounts as of the end of each month in which the items of ordinary income and expense accrueaccrued. (2b) SecondItems of fees charges, commissions and other expenses attributable to profit shares paid to the Advisor shall be allocated among the Units outstanding at any time during applicable Partners consistent with the fiscal year based upon the ratio that each such Unit’s net profit share (the excess, if any, allocation of the aggregate of all profit shares allocated to the capital account relating items to such Unit over Partners pursuant to Section 7.2 (in connection with the aggregate determination of all “reversals” of profit shares allocated to such Unit) bears to the net profit share of all UnitsNet Asset Value). (3c) Third, capital Net recognized gain or loss from the Partnership’s trading activities shall be allocated as follows:follows (with any allocation of recognized gain or loss consisting of pro rata shares of capital or ordinary gain or loss): (Ai) There For the purpose of allocating the Partnership’s net recognized gain or loss among the Partners, there shall be established a tax an allocation account with respect to each outstanding Unit. The initial balance of each tax allocation account shall be the amount paid by the Partner to the Fund Partnership for each the Unit. For each of the first twenty-four months of the Fund, the balance of such tax account Allocation accounts shall be reduced by the Unit’s allocable share of the amount payable in such month by the Fund to the General Partner in respect of organizational and initial offering costs, adjusted as described in the Offering Memorandum. The adjustment to reflect the reimbursement of organizational and initial offering costs shall be made prior to the allocations of capital gain or loss (and shall be taken into account in making such allocations). For purposes of this Section 7(b)(3), tax allocations shall be made to the General Partner’s general partnership interest on a Unit-equivalent basis. As of the end of each fiscal yearFiscal Year (or such other period) and as of the date a Partner completely redeems his Units as follows: (iA) Each tax allocation account shall be increased by the amount of income allocated to each the holder of the Unit pursuant to Sections 7(b)(1Section 7.3(a) and 7(b)(3)(CSection 7.3(c)(ii). (iiB) Each tax allocation account shall be decreased by the amount of expense or loss allocated to each the holder of the Unit pursuant to Sections 7(b)(1), 7(b)(2Section 7.3(b) and 7(b)(3)(ESection 7.3(c)(iii) and by the amount of any distributions paid out distribution the holder of the Unit has received with respect to the Units Unit (other than upon redemptionon redemption of the Unit). (iiiC) When a Unit is redeemed, the tax allocation account attributable with respect to such Unit (determined after making all allocations described in this Section 7(b)) shall be eliminated. (Bii) Each Partner who redeems Units in such year (including Units redeemed as of the end of the last day of such fiscal year) shall be allocated Capital Gain, if any, up to the amount of the excess, if any, of the amount received in respect of the Units so redeemed (before taking into account any early redemption charges) over the sum of the tax accounts (determined after making the allocation described in Sections 7(b)(1) and 7(b)(2), but prior to making the allocations described in this Section 7(b)(3)(B)) allocable to such Units (an “Excess”). In the event the aggregate amount of Capital Gain available to be allocated pursuant to this Section 7(b)(3)(B) is less than the aggregate amount of Capital Gain required to be so allocated, the aggregate amount of available Capital Gain shall be allocated among all such Partners in the ratio which each such Partner’s Excess bears to the aggregate Excess of all such Partners. (C) Capital Gain remaining after the allocation described in Section 7(b)(3)(B) Net recognized gain shall be allocated among all Partners who hold Units outstanding as of the end of the applicable fiscal year (other than Units redeemed as of the end of the last day of such fiscal year) whose capital accounts with respect to such Units Capital Accounts are in excess of their tax Units’ allocation accounts (determined after making the allocations described in Sections 7(b)(1) and 7(b)(2)) allocable to such Units in the ratio that each such Partner’s excess bears to the aggregate excess of all such Partners. Capital Gain remaining after the allocation described in the preceding sentence shall be allocated among all Partners described in said sentence in proportion to their holdings of such Units. (D) Each Partner who redeems Units in such year (including Units redeemed as of the end of the last day of such fiscal year) shall be allocated Capital Loss, if any, up to the amount of the sum of the excess of the tax accounts (determined after making the allocations described in Sections 7(b)(1) and 7(b)(2), but prior to making the allocations described in this Section 7(b)(3)(D)) allocable to the Units so redeemed over the amount received in respect of such Units (before taking into account any early redemption charges) (a “Negative Excess”)’ excesses. In the event the aggregate amount of Capital Loss available that gain to be allocated pursuant to this Section 7(b)(3)(D7.3(c)(ii) is less greater than the aggregate amount required to be so allocatedexcess of all such Partners’ Capital Accounts over all such allocation accounts, the aggregate amount of available excess will be allocated among all Partners in the ratio that each Partner’s Capital Loss Account bears to all Partners’ Capital Accounts. (iii) Net recognized loss shall be allocated among all such Partners whose Units’ allocation accounts are in excess of their Capital Accounts in the ratio that each such Partner’s Negative Excess excess bears to all such Partners’ excesses. In the aggregate Negative Excess event that loss to be allocated pursuant to this Section 7.3(c)(iii) is greater than the excess of all such allocation accounts over all such Partners. (E) ’ Capital Loss remaining after Accounts, the allocation described in Section 7(b)(3)(D) shall excess loss will be allocated among all Partners who hold Units outstanding as of the end of the applicable fiscal year (other than Units redeemed as of the end of the last day of such fiscal year) whose tax accounts with respect to such Units are in excess of their capital accounts (determined after making the allocations described in Sections 7(b)(1) and 7(b)(2)) with respect to such Units in the ratio that each such Partner’s negative excess Capital Account bears to the aggregate negative excess of all such Partners. ’ Capital Loss remaining after the allocation described in the preceding sentence shall be allocated among all Partners described in such sentence in proportion to their holdings of such UnitsAccounts. (Fd) The tax allocations prescribed by this Section 7.3 shall be made to each holder of a Unit whether or not the holder is a substituted Limited Partner. In the event that a Unit has been transferred or assigned pursuant to Section 6.1(a), the allocations prescribed by this Section 7.3(d) shall be made with respect to such Unit without regard to the transfer or assignment, except that in the year of transfer or assignment the allocations prescribed by this Section 7.3 shall be divided between the transferor or assignor and the transferee or assignee based on the number of months each held the transferred or assigned Unit. For purposes of this Section 7(b)7.3, “tax allocations shall be made to the General Partner’s Units on a Unit-equivalent basis. (e) The allocation of profit and loss for federal income tax purposes set forth herein is intended to allocate taxable profits and loss among Partners generally in the ratio and to the extent that net profit and net loss are allocated to such Partners under Section 7.2 hereof so as to eliminate, to the extent possible, any disparity between a Partner’s Capital Gain” or “Capital Loss” shall mean gain or loss characterized as gain or loss from Account and his allocation account with respect to each Unit then outstanding, consistent with the sale or exchange principles set forth in Section 704 of a capital asset, by the Internal Revenue Code of 1986, as amended (and the “Code”), including, but not limited to, gain or loss required to be taken into account pursuant to Section 1256 thereofTreasury Regulations promulgated thereunder.

Allocation of Profit and Loss for Federal Income Tax Purposes. As of the end of each fiscal year, the Fund’s income and expense and capital gain or loss shall be allocated among the Partners pursuant to the following provisions of this Section 7(b) for federal income tax purposes. For purposes of this Section 7(b), capital gain and capital loss shall be allocated separately and not netted. (1) First, items of ordinary income and expense (other than expenses attributable to profit shares which shall be allocated as set forth in Section 7(b)(2)) shall be allocated pro rata among the Units outstanding as of the end of each month in which the items of ordinary income and expense accrue. (2) Second, expenses attributable to profit shares paid to the Advisor shall be allocated among the Units outstanding at any time during the fiscal year based upon the ratio that each such Unit’s net profit share (the excess, if any, of the aggregate of all profit shares allocated to the capital account relating to such Unit over the aggregate of all “reversals” of profit shares allocated to such Unit) bears to the net profit share of all Units. (3) Third, capital gain or loss shall be allocated as follows: (A) There shall be established a tax account with respect to each outstanding Unit. The initial balance of each tax account shall be the amount paid to the Fund for each Unit. For each of the first twenty-four months of the Fund, the balance of such tax account shall be reduced by the Unit’s allocable share of the amount payable in such month by the Fund to the General Partner in respect of organizational and initial offering costs, as described in the Offering Memorandum. The adjustment to reflect the reimbursement of organizational and initial offering costs shall be made prior to the allocations of capital gain or loss (and shall be taken into account in making such allocations). For purposes of this Section 7(b)(3), tax allocations shall be made to the General Partner’s general partnership interest on a Unit-equivalent basis. As of the end of each fiscal year: (i) Each tax account shall be increased by the amount of income allocated to each Unit pursuant to Sections 7(b)(1) and 7(b)(3)(C). (ii) Each tax account shall be decreased by the amount of expense or loss allocated to each Unit pursuant to Sections 7(b)(1), 7(b)(2) and 7(b)(3)(E) and by the amount of any distributions paid out with respect to the Units other than upon redemption. (iii) When a Unit is redeemed, the tax account attributable to such Unit (determined after making all allocations described in this Section 7(b)) shall be eliminated. (B) Each Partner who redeems Units in such year (including Units redeemed as of the end of the last day of such fiscal year) shall be allocated Capital Gain, if any, up to the amount of the excess, if any, of the amount received in respect of the Units so redeemed (before taking into account any early redemption charges) over the sum of the tax accounts (determined after making the allocation described in Sections 7(b)(1) and 7(b)(2), but prior to making the allocations described in this Section 7(b)(3)(B)) allocable to such Units (an “Excess”). In the event the aggregate amount of Capital Gain available to be allocated pursuant to this Section 7(b)(3)(B) is less than the aggregate amount of Capital Gain required to be so allocated, the aggregate amount of available Capital Gain shall be allocated among all such Partners in the ratio which each such Partner’s Excess bears to the aggregate Excess of all such Partners. (C) Capital Gain remaining after the allocation described in Section 7(b)(3)(B) shall be allocated among all Partners who hold Units outstanding as of the end of the applicable fiscal year (other than Units redeemed as of the end of the last day of such fiscal year) whose capital accounts with respect to such Units are in excess of their tax accounts (determined after making the allocations described in Sections 7(b)(1) and 7(b)(2)) allocable to such Units in the ratio that each such Partner’s excess bears to the aggregate excess of all such Partners. Capital Gain remaining after the allocation described in the preceding sentence shall be allocated among all Partners described in said sentence in proportion to their holdings of such Units. (D) Each Partner who redeems Units in such year (including Units redeemed as of the end of the last day of such fiscal year) shall be allocated Capital Loss, if any, up to the amount of the sum of the excess of the tax accounts (determined after making the allocations described in Sections 7(b)(1) and 7(b)(2), but prior to making the allocations described in this Section 7(b)(3)(D)) allocable to the Units so redeemed over the amount received in respect of such Units (before taking into account any early redemption charges) (a “Negative Excess”). In the event the aggregate amount of available Capital Loss available required to be allocated pursuant to this Section 7(b)(3)(D) is less than the aggregate amount required to be so allocated, the aggregate amount of available Capital Loss shall be allocated among all such Partners in the ratio that each such Partner’s Negative Excess bears to the aggregate Negative Excess of all such Partners. (E) Capital Loss remaining after the allocation described in Section 7(b)(3)(D) shall be allocated among all Partners who hold Units outstanding as of the end of the applicable fiscal year (other than Units redeemed as of the end of the last day of such fiscal year) whose tax accounts with respect to such Units are in excess of their capital accounts (determined after making the allocations described in Sections 7(b)(1) and 7(b)(2)) with respect to such Units in the ratio that each such Partner’s negative excess bears to the aggregate negative excess of all such Partners. Capital Loss remaining after the allocation described in the preceding sentence shall be allocated among all Partners described in such sentence in proportion to their holdings of such Units. (F) For purposes of this Section 7(b), “Capital Gain” or “Capital Loss” shall mean gain or loss characterized as gain or loss from the sale or exchange of a capital asset, by the Internal Revenue Code of 1986, as amended (the “Code”), including, but not limited to, gain or loss required to be taken into account pursuant to Section 1256 thereof.

Allocation of Profit and Loss for Federal Income Tax Purposes. As of the end of each fiscal year, the FundTrust’s income and expense and capital gain or loss shall be allocated among the Partners Unitholders (including the Managing Owner on a Unit-equivalent basis) pursuant to the following provisions of this Section 7(b8(b) for federal income tax purposes. For purposes Allocations of profit and loss shall be pro rata from net capital gain or loss and net ordinary income or loss realized by the Trust unless allocation of items of gain or income or loss or expense are necessary to satisfy the requirements in Sections 8(b)(1)(B) and 8(b)(1)(D) that sufficient profit and loss be allocated to tax accounts such that tax accounts attributable to redeemed Units equal distributions in redemption of such Units. Notwithstanding the foregoing requirement that annual allocations of profit and loss be pro rata from capital and ordinary income, gain, loss and expense, adjustments to such allocations shall be made to reflect the extent to which income or expense is otherwise determined and periodically allocated to the Unitholders, and such periodic allocations and adjustment shall be determined in a manner that in the judgment of the Managing Owner is consistent with the intent of this Section 7(b8(b), capital gain and capital loss shall be allocated separately and not netted. (1) First, items of ordinary income Trust profit and expense (other than expenses attributable to profit shares which shall be allocated as set forth in Section 7(b)(2)) shall be allocated pro rata among the Units outstanding as of the end of each month in which the items of ordinary income and expense accrue. (2) Second, expenses attributable to profit shares paid to the Advisor shall be allocated among the Units outstanding at any time during the fiscal year based upon the ratio that each such Unit’s net profit share (the excess, if any, of the aggregate of all profit shares allocated to the capital account relating to such Unit over the aggregate of all “reversals” of profit shares allocated to such Unit) bears to the net profit share of all Units. (3) Third, capital gain or loss shall be allocated as follows: (A) There For the purpose of allocating profit or loss among the Unitholders, there shall be established a tax account with respect to each outstanding UnitUnit and with respect to the Managing Owner. The initial balance of each tax account shall be the amount paid contributed to the Fund Trust for each UnitUnit and the amount contributed by the Managing Owner. For As of the end of each of the first twenty-four sixty months of after the FundTrust begins operations, the balance of such tax account shall be reduced by the each Unit’s allocable share of the amount payable in such month by the Fund to the General Partner in respect of organizational and initial offering costscost reimbursements amortized as of the end of such month by the Trust, as described provided in Section 8(c). As of the Offering Memorandumend of each month after the Trust begins operations, the balance of such tax account shall be further reduced by each Unit’s allocable share of any amount payable by the Trust in respect of that month for the costs of the ongoing offering of Units. The adjustment to reflect the reimbursement amortization of organizational and initial offering cost reimbursements as well as ongoing offering costs shall be made prior to the following allocations of capital gain or Trust profit and loss (and shall be taken into account in making such allocations). For purposes of this Section 7(b)(3), tax allocations Tax accounts shall be made to the General Partner’s general partnership interest on a Unit-equivalent basis. As adjusted as of the end of each fiscal yearyear and as of the date a Unitholder redeems any Units as follows: (i) Each tax account shall be increased by the amount of income profit allocated to each Unit the Unitholder pursuant to Sections 7(b)(1Section 8(b)(1)(B) and 7(b)(3)(C)8(b)(1)(C) below. (ii) Each tax account shall be decreased by the amount of expense or loss allocated to each Unit the Unitholder pursuant to Sections 7(b)(1), 7(b)(2Section 8(b)(1)(D) and 7(b)(3)(E8(b)(1)(E) below and by the amount of any distributions paid out the Unitholder has received with respect to the Units other than upon redemptionsuch Unit. (iii) When a Unit is redeemed, the tax account attributable to such Unit (determined after making all allocations described set forth in this Section 7(b8(b)) shall be eliminated. (B) Each Partner who redeems Units in such year (including Units redeemed as of the end of the last day of such fiscal year) Profits shall be allocated Capital Gain, if any, first to each Unitholder who has redeemed any Units during the fiscal year up to the amount of the excess, if any, of the amount received in respect upon redemption of the Units so redeemed (before taking into account any early redemption charges) over the sum of the tax accounts (determined after making the allocation described in Sections 7(b)(1) and 7(b)(2), but prior to making the allocations described in this Section 7(b)(3)(B)) allocable to such Units (an “Excess”). In the event the aggregate amount of Capital Gain available to be allocated pursuant to this Section 7(b)(3)(B) is less than the aggregate amount of Capital Gain required to be so allocated, the aggregate amount of available Capital Gain shall be allocated among all such Partners in the ratio which each such PartnerUnitholder’s Excess bears tax account attributable to the aggregate Excess of all such Partnersredeemed Units. (C) Capital Gain Profit remaining after the allocation described in thereof pursuant to Section 7(b)(3)(B8(b)(1)(B) shall be allocated next among all Partners Unitholders who hold Units outstanding as of at the end of the applicable fiscal year (other than Units redeemed as of the end of the last day of such fiscal year) whose capital accounts with respect to such Units are in excess of their tax accounts (determined after making the allocations described in Sections 7(b)(1) and 7(b)(2)) allocable to such Units in the ratio that each such PartnerUnitholder’s excess bears to the aggregate excess of all such PartnersUnitholders’ excesses. Capital Gain Profit remaining after the allocation described in the preceding sentence shall be allocated among all Partners described in said sentence Unitholders in proportion to their holdings of such outstanding Units. (D) Each Partner who redeems Units in such year (including Units redeemed as of the end of the last day of such fiscal year) Loss shall be allocated Capital Lossfirst to each Unitholder who has redeemed any Units during the fiscal year up to the excess, if any, up of the amount in such Unitholder’s tax account attributable to the amount of the sum of the excess of the tax accounts (determined after making the allocations described in Sections 7(b)(1) and 7(b)(2), but prior to making the allocations described in this Section 7(b)(3)(D)) allocable to the redeemed Units so redeemed over the amount received in respect upon redemption of such Units (before taking into account any early redemption charges) (a “Negative Excess”). In the event the aggregate amount of Capital Loss available to be allocated pursuant to this Section 7(b)(3)(D) is less than the aggregate amount required to be so allocated, the aggregate amount of available Capital Loss shall be allocated among all such Partners in the ratio that each such Partner’s Negative Excess bears to the aggregate Negative Excess of all such PartnersUnits. (E) Capital Loss remaining after the allocation described in thereof pursuant to Section 7(b)(3)(D8(b)(1)(D) shall be allocated next among all Partners Unitholders who hold Units outstanding as of at the end of the applicable fiscal year (other than Units redeemed as of the end of the last day of such fiscal year) whose tax accounts with respect to such Units are in excess of their capital accounts (determined after making the allocations described in Sections 7(b)(1) and 7(b)(2)) with respect to such Units in the ratio that each such PartnerUnitholder’s negative excess bears to the aggregate negative excess of all such PartnersUnitholders’ excesses. Capital Loss remaining after the allocation described in pursuant to the preceding sentence shall be allocated among all Partners described in such sentence Unitholders in proportion to their holdings holding of such outstanding Units. (F2) For In the event that a Unit has been assigned, the allocations prescribed by this Section 8(b) shall be made with respect to such Unit without regard to the assignment, except that in the year of assignment the allocations prescribed by this Section 8(b) shall, to the extent permitted for federal income tax purposes, be allocated between the assignor and assignee using the interim closing of the books method. (3) The allocation for federal income tax purposes of profit and loss, as set forth herein, is intended to allocate taxable profit and loss among Unitholders generally in the ratio and to the extent that net profit and net loss are allocated to such Unitholders under Section 8(a) hereof so as to eliminate, to the extent possible, any disparity between a Unitholder’s capital account and his tax account with respect to each Unit then outstanding, consistent with the principles set forth in Section 704(c) of the Code. (4) Notwithstanding anything herein to the contrary, in the event that at the end of any Trust taxable year any Unitholder’s capital account is adjusted for, or such Unitholder is allocated, or there is distributed to such Unitholder any item described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) in an amount not reasonably expected at the end of such year, and such treatment creates a deficit balance in such Unitholder’s capital account, then such Unitholder shall be allocated all items of income and gain of the Trust for such year and for all subsequent taxable years of the Trust until such deficit balance has been eliminated. In the event that any such unexpected adjustments, allocations or distributions create a deficit balance in the capital accounts of more than one Unitholder in any Trust taxable, all items of income and gain of the Trust for such taxable year and all subsequent taxable years shall be allocated among all such Unitholders in proportion to their respective deficit balances until such deficit balances have been eliminated. (5) The allocations of profit and loss to the Unitholders shall not exceed the allocations permitted under Subchapter K of the Code, as determined by the Managing Owner, whose determination shall be binding. The Managing Owner may adjust the allocations set forth in this Section 7(b8(b), “Capital Gain” in the Managing Owner’s discretion, if the Managing Owner believes that doing so will achieve more equitable allocations or “Capital Loss” shall mean gain or loss characterized as gain or loss from allocations more consistent with the sale or exchange of a capital asset, by the Internal Revenue Code of 1986, as amended (the “Code”), including, but not limited to, gain or loss required to be taken into account pursuant to Section 1256 thereof.

Allocation of Profit and Loss for Federal Income Tax Purposes. As of the end of each fiscal year, the Fund’s income and expense and capital gain Partnership's realized profit or loss shall be allocated among the Partners pursuant to the following provisions of this Section 7(bSubsections 4.3(b) and 4.3(c) below for federal income tax purposes. For purposes Such allocations of this Section 7(b), capital gain profit and capital loss shall be allocated separately pro rata from net capital gain or loss and not nettednet operating income or loss realized by the Partnership. For United States federal income tax purposes, a distinction shall be made between net short-term capital gain or loss, net mid-term capital gain or loss and net long-term capital gain or loss. (1a) First, items Items of ordinary income (such as interest or credits in lieu of interest) and expense (other than expenses attributable to profit shares which shall be allocated such as set forth in Section 7(b)(2)monthly management fees, incentive fees, costs for legal, accounting and auditing services and extraordinary expenses) shall be allocated pro rata among the Units outstanding Partners based on their respective capital accounts as of the end of each the month in which the items of ordinary income and or expense accrueaccrued. (2b) Second, expenses attributable to profit shares paid to the Advisor shall be allocated among the Units outstanding at any time during the fiscal year based upon the ratio that each such Unit’s net profit share (the excess, if any, of the aggregate of all profit shares allocated to the capital account relating to such Unit over the aggregate of all “reversals” of profit shares allocated to such Unit) bears to the net profit share of all Units. (3) Third, Net realized capital gain or loss from the Partnership's trading activities shall be allocated as follows: (Ai) There For the purpose of allocating the Partnership's net realized capital gain or loss among the Partners, there shall be established a tax an allocation account with respect to each outstanding Unit. The initial balance of each tax allocation account shall be the amount paid to the Fund Partnership for each the Unit. For each of the first twenty-four months of the Fund, the balance of such tax account which shall be reduced by the Unit’s allocable share net of the amount payable in such month by the Fund to the General Partner in respect of any organizational and initial offering costs, as described in the Offering Memorandumexpenses and selling commissions. The adjustment to reflect the reimbursement of organizational and initial offering costs Allocation accounts shall be made prior to the allocations of capital gain or loss (and shall be taken into account in making such allocations). For purposes of this Section 7(b)(3), tax allocations shall be made to the General Partner’s general partnership interest on a Unit-equivalent basis. As adjusted as of the end of each fiscal yearyear as follows: (iA) Each tax allocation account shall be increased by the amount of income allocated to each the holder of the Unit pursuant to Sections 7(b)(1Section 4.3(a) above and 7(b)(3)(C)Subsection 4.3(b)(iii) below. (iiB) Each tax allocation account shall be decreased by the amount of expense or loss allocated to each the holder of the Unit pursuant to Sections 7(b)(1)Section 4.3(a) above, 7(b)(2Subsection 4.3(b)(v) and 7(b)(3)(E) below and by the amount of any distributions paid out distribution the holder of the Unit has received with respect to the Units Unit (other than upon redemptionon redemption of Units). (iiiC) When a Unit is redeemed, the tax allocation account attributable with respect to such Unit (determined after making all allocations described in this Section 7(b)) shall be eliminated. (Bii) Each Partner who redeems Units in such year (including Units redeemed as of the end of the last day of such fiscal year) Net realized capital gain shall be allocated Capital Gain, if any, first to each Partner who has redeemed a Unit during the fiscal year up to the amount of the excess, if any, of the amount received in respect upon redemption of the Units so redeemed (before taking into account any early redemption charges) Unit over the sum of the tax accounts (determined after making the allocation described in Sections 7(b)(1) and 7(b)(2), but prior to making the allocations described in this Section 7(b)(3)(B)) allocable to such Units (an “Excess”). In the event the aggregate amount of Capital Gain available to be allocated pursuant to this Section 7(b)(3)(B) is less than the aggregate amount of Capital Gain required to be so allocated, the aggregate amount of available Capital Gain shall be allocated among all such Partners in the ratio which each such Partner’s Excess bears account attributable to the aggregate Excess of all such Partnersredeemed Unit. (Ciii) Capital Gain Net realized capital gain remaining after the allocation described in Section 7(b)(3)(Bthereof pursuant to Subsection 4.3(b)(ii) above shall be allocated next among all Partners who hold Units outstanding as of the end of the applicable fiscal year (other than Units redeemed as of the end of the last day of such fiscal year) whose capital accounts with respect to such Units are in excess of their tax the Unit's allocation accounts (determined after making the allocations described adjustments in Sections 7(b)(1) and 7(b)(2Subsection 4.3(b)(ii)) allocable to such Units in the ratio that each such Partner’s 's excess bears to the aggregate excess of all such Partners. Capital Gain remaining after the allocation described in the preceding sentence shall be allocated among all Partners described in said sentence in proportion to their holdings of such Units. (D) Each Partner who redeems Units in such year (including Units redeemed as of the end of the last day of such fiscal year) shall be allocated Capital Loss, if any, up to the amount of the sum of the excess of the tax accounts (determined after making the allocations described in Sections 7(b)(1) and 7(b)(2), but prior to making the allocations described in this Section 7(b)(3)(D)) allocable to the Units so redeemed over the amount received in respect of such Units (before taking into account any early redemption charges) (a “Negative Excess”)' excesses. In the event the aggregate amount of Capital Loss available that gain to be allocated pursuant to this Section 7(b)(3)(DSubsection 4.3(b)(iii) is less greater than the aggregate amount required to be so allocatedexcess of all such Partner's capital accounts over all such allocation accounts, the aggregate amount of available Capital Loss shall excess will be allocated among all such Partners in the ratio that each such Partner’s Negative Excess 's capital account bears to the aggregate Negative Excess of all such Partners' capital accounts. (Eiv) Capital Loss Net realized capital loss shall be allocated first to each Partner who has redeemed a Unit during the fiscal year up to the excess, if any, of the allocation account attributable to the redeemed Unit over the amount received upon redemption of the Unit. (v) Net realized capital loss remaining after the allocation described in Section 7(b)(3)(Dthereof pursuant to Subsection 4.3(b)(iv) above shall be allocated next among all Partners who hold Units outstanding as of the end of the applicable fiscal year (other than Units redeemed as of the end of the last day of such fiscal year) whose tax Units' allocation accounts with respect to such Units are in excess of their capital accounts (determined after making the allocations described adjustments in Sections 7(b)(1) and 7(b)(2Subsection 4.3(b)(iv)) with respect to such Units in the ratio that each such Partner’s negative 's excess bears to all such Partners' excesses. In the aggregate negative event that loss to be allocated pursuant to this Subsection 4.3(b)(v) is greater than the excess of all such allocation accounts over all such Partners. Capital Loss remaining after ' capital accounts, the allocation described in the preceding sentence shall excess loss will be allocated among all Partners described in such sentence in proportion the ratio that each Partner's capital account bears to their holdings of such Unitsall Partners' capital accounts. (Fc) The tax allocations prescribed by this section 4.3 shall be made to each holder of a Unit, whether or not the holder is a substituted Limited Partner. In the event that a Unit has been assigned, the allocations prescribed by this section 4.3 shall be made with respect to such Unit without regard to the assignment, except that in the year of assignment the allocations prescribed by this section 4.3 shall be divided between the assignor and the assignee based on the number of months each held the assigned Unit. For purposes of this Section 7(b)section 4.3, “Capital Gain” or “Capital Loss” tax allocations shall mean gain or loss characterized as gain or loss from be made to the sale or exchange of General Partner's general partnership interest on a capital asset, by the Internal Revenue Code of 1986, as amended (the “Code”), including, but not limited to, gain or loss required to be taken into account pursuant to Section 1256 thereofUnit-equivalent basis.

Allocation of Profit and Loss for Federal Income Tax Purposes. As of the end of each fiscal year, the Fund’s 's income and expense and capital gain or loss shall be allocated among the Partners pursuant to the following provisions of this Section 7(b) for federal income tax purposes. For purposes of this Section 7(b), capital gain and capital loss shall be allocated separately and not netted. (1) First, items of ordinary income and expense (other than expenses attributable to profit shares which shall be allocated as set forth in Section 7(b)(2)) shall be allocated pro rata among the Units outstanding as of the end of each month in which the items of ordinary income and expense accrue. (2) Second, expenses attributable to profit shares paid to the Advisor shall be allocated among the Units outstanding at any time during the fiscal year based upon the ratio that each such Unit’s 's net profit share (the excess, if any, of the aggregate of all profit shares allocated to the capital account relating to such Unit over the aggregate of all “"reversals” " of profit shares allocated to such Unit) bears to the net profit share of all Units. (3) Third, capital gain or loss shall be allocated as follows: (A) There shall be established a tax account with respect to each outstanding Unit. The initial balance of each tax account shall be the amount paid to the Fund for each Unit. For each of the first twenty-four months of the Fund, the balance of such tax account shall be reduced by the Unit’s 's allocable share of the amount payable in such month by the Fund to the General Partner in respect of organizational and initial offering costs, as described in the Offering Memorandum. The adjustment to reflect the reimbursement of organizational and initial offering costs shall be made prior to the allocations of capital gain or loss (and shall be taken into account in making such allocations). For purposes of this Section 7(b)(3), tax allocations shall be made to the General Partner’s 's general partnership interest on a Unit-equivalent basis. As of the end of each fiscal year: (i) Each tax account shall be increased by the amount of income allocated to each Unit pursuant to Sections 7(b)(1) and 7(b)(3)(C). (ii) Each tax account shall be decreased by the amount of expense or loss allocated to each Unit pursuant to Sections 7(b)(1), 7(b)(2) and 7(b)(3)(E) and by the amount of any distributions paid out with respect to the Units other than upon redemption. (iii) When a Unit is redeemed, the tax account attributable to such Unit (determined after making all allocations described in this Section 7(b)) shall be eliminated. (B) Each Partner who redeems Units in such year (including Units redeemed as of the end of the last day of such fiscal year) shall be allocated Capital Gain, if any, up to the amount of the excess, if any, of the amount received in respect of the Units so redeemed (before taking into account any early redemption charges) over the sum of the tax accounts (determined after making the allocation described in Sections 7(b)(1) and 7(b)(2), but prior to making the allocations described in this Section 7(b)(3)(B)) allocable to such Units (an “"Excess”"). In the event the aggregate amount of Capital Gain available to be allocated pursuant to this Section 7(b)(3)(B) is less than the aggregate amount of Capital Gain required to be so allocated, the aggregate amount of available Capital Gain shall be allocated among all such Partners in the ratio which each such Partner’s 's Excess bears to the aggregate Excess of all such Partners. (C) Capital Gain remaining after the allocation described in Section 7(b)(3)(B) shall be allocated among all Partners who hold Units outstanding as of the end of the applicable fiscal year (other than Units redeemed as of the end of the last day of such fiscal year) whose capital accounts with respect to such Units are in excess of their tax accounts (determined after making the allocations described in Sections 7(b)(1) and 7(b)(2)) allocable to such Units in the ratio that each such Partner’s 's excess bears to the aggregate excess of all such Partners. Capital Gain remaining after the allocation described in the preceding sentence shall be allocated among all Partners described in said sentence in proportion to their holdings of such Units. (D) Each Partner who redeems Units in such year (including Units redeemed as of the end of the last day of such fiscal year) shall be allocated Capital Loss, if any, up to the amount of the sum of the excess of the tax accounts (determined after making the allocations described in Sections 7(b)(1) and 7(b)(2), but prior to making the allocations described in this Section 7(b)(3)(D)) allocable to the Units so redeemed over the amount received in respect of such Units (before taking into account any early redemption charges) (a “"Negative Excess”"). In the event the aggregate amount of available Capital Loss available required to be allocated pursuant to this Section 7(b)(3)(D) is less than the aggregate amount required to be so allocated, the aggregate amount of available Capital Loss shall be allocated among all such Partners in the ratio that each such Partner’s 's Negative Excess bears to the aggregate Negative Excess of all such Partners. (E) Capital Loss remaining after the allocation described in Section 7(b)(3)(D) shall be allocated among all Partners who hold Units outstanding as of the end of the applicable fiscal year (other than Units redeemed as of the end of the last day of such fiscal year) whose tax accounts with respect to such Units are in excess of their capital accounts (determined after making the allocations described in Sections 7(b)(1) and 7(b)(2)) with respect to such Units in the ratio that each such Partner’s 's negative excess bears to the aggregate negative excess of all such Partners. Capital Loss remaining after the allocation described in the preceding sentence shall be allocated among all Partners described in such sentence in proportion to their holdings of such Units. (F) For purposes of this Section 7(b), “"Capital Gain” " or “"Capital Loss” " shall mean gain or loss characterized as gain or loss from the sale or exchange of a capital asset, by the Internal Revenue Code of 1986, as amended (the “"Code”"), including, but not limited to, gain or loss required to be taken into account pursuant to Section 1256 thereof.

Allocation of Profit and Loss for Federal Income Tax Purposes. As of the end of each fiscal year, the Fund’s income and expense and capital gain Partnership's realized profit or loss shall be allocated among the Partners pursuant to the following provisions of this Section 7(bSubsections 4.3(b) and 4.3(c) below for federal income tax purposes. For purposes Such allocations of this Section 7(b), capital gain profit and capital loss shall be allocated separately pro rata from net capital gain or loss and not nettednet operating income or loss realized by the Partnership. For United States federal income tax purposes, a distinction shall be made between net short-term capital gain or loss, net mid-term capital gain or loss and net long-term capital gain or loss. (1a) First, items Items of ordinary income (such as interest or credits in lieu of interest) and expense (other than expenses attributable to profit shares which shall be allocated such as set forth in Section 7(b)(2)monthly management fees, incentive fees, costs for legal, accounting and auditing services and extraordinary expenses) shall be allocated pro rata among the Units outstanding Partners based on their respective capital accounts as of the end of each the month in which the items of ordinary income and or expense accrueaccrued. (2b) Second, expenses attributable to profit shares paid to the Advisor shall be allocated among the Units outstanding at any time during the fiscal year based upon the ratio that each such Unit’s net profit share (the excess, if any, of the aggregate of all profit shares allocated to the capital account relating to such Unit over the aggregate of all “reversals” of profit shares allocated to such Unit) bears to the net profit share of all Units. (3) Third, Net realized capital gain or loss from the Partnership's trading activities shall be allocated as follows: (Ai) There For the purpose of allocating the Partnership's net realized capital gain or loss among the Partners, there shall be established a tax an allocation account with respect to each outstanding Unit. The initial balance of each tax allocation account shall be the amount paid to the Fund Partnership for each the Unit. For each of the first twenty-four months of the Fund, the balance of such tax account which shall be reduced by the Unit’s allocable share net of the amount payable in such month by the Fund to the General Partner in respect of any organizational and initial offering costs, as described in the Offering Memorandumexpenses and selling commissions. The adjustment to reflect the reimbursement of organizational and initial offering costs Allocation accounts shall be made prior to the allocations of capital gain or loss (and shall be taken into account in making such allocations). For purposes of this Section 7(b)(3), tax allocations shall be made to the General Partner’s general partnership interest on a Unit-equivalent basis. As adjusted as of the end of each fiscal yearyear as follows: (iA) Each tax allocation account shall be increased by the amount of income allocated to each the holder of the Unit pursuant to Sections 7(b)(1Section 4.3(a) above and 7(b)(3)(C)Subsection 4.3 (b)(iii) below. (iiB) Each tax allocation account shall be decreased by the amount of expense or loss allocated to each the holder of the Unit pursuant to Sections 7(b)(1)Section 4.3(a) above, 7(b)(2Subsection 4.3(b)(v) and 7(b)(3)(E) below and by the amount of any distributions paid out distribution the holder of the Unit has received with respect to the Units Unit (other than upon redemptionon redemption of Units). (iiiC) When a Unit is redeemed, the tax allocation account attributable with respect to such Unit (determined after making all allocations described in this Section 7(b)) shall be eliminated. (Bii) Each Partner who redeems Units in such year (including Units redeemed as of the end of the last day of such fiscal year) Net realized capital gain shall be allocated Capital Gain, if any, first to each Partner who has redeemed a Unit during the fiscal year up to the amount of the excess, if any, of the amount received in respect upon redemption of the Units so redeemed (before taking into account any early redemption charges) Unit over the sum of the tax accounts (determined after making the allocation described in Sections 7(b)(1) and 7(b)(2), but prior to making the allocations described in this Section 7(b)(3)(B)) allocable to such Units (an “Excess”). In the event the aggregate amount of Capital Gain available to be allocated pursuant to this Section 7(b)(3)(B) is less than the aggregate amount of Capital Gain required to be so allocated, the aggregate amount of available Capital Gain shall be allocated among all such Partners in the ratio which each such Partner’s Excess bears account attributable to the aggregate Excess of all such Partnersredeemed Unit. (Ciii) Capital Gain Net realized capital gain remaining after the allocation described in Section 7(b)(3)(Bthereof pursuant to Subsection 4.3(b)(ii) above shall be allocated next among all Partners who hold Units outstanding as of the end of the applicable fiscal year (other than Units redeemed as of the end of the last day of such fiscal year) whose capital accounts with respect to such Units are in excess of their tax the Unit's allocation accounts (determined after making the allocations described adjustments in Sections 7(b)(1) and 7(b)(2Subsection 4.3(b)(ii)) allocable to such Units in the ratio that each such Partner’s 's excess bears to the aggregate excess of all such Partners. Capital Gain remaining after the allocation described in the preceding sentence shall be allocated among all Partners described in said sentence in proportion to their holdings of such Units. (D) Each Partner who redeems Units in such year (including Units redeemed as of the end of the last day of such fiscal year) shall be allocated Capital Loss, if any, up to the amount of the sum of the excess of the tax accounts (determined after making the allocations described in Sections 7(b)(1) and 7(b)(2), but prior to making the allocations described in this Section 7(b)(3)(D)) allocable to the Units so redeemed over the amount received in respect of such Units (before taking into account any early redemption charges) (a “Negative Excess”)' excesses. In the event the aggregate amount of Capital Loss available that gain to be allocated pursuant to this Section 7(b)(3)(DSubsection 4.3(b)(iii) is less greater than the aggregate amount required to be so allocatedexcess of all such Partner's capital accounts over all such allocation accounts, the aggregate amount of available Capital Loss shall excess will be allocated among all such Partners in the ratio that each such Partner’s Negative Excess 's capital account bears to the aggregate Negative Excess of all such Partners' capital accounts. (Eiv) Capital Loss Net realized capital loss shall be allocated first to each Partner who has redeemed a Unit during the fiscal year up to the excess, if any, of the allocation account attributable to the redeemed Unit over the amount received upon redemption of the Unit. (v) Net realized capital loss remaining after the allocation described in Section 7(b)(3)(Dthereof pursuant to Subsection 4.3(b)(iv) above shall be allocated next among all Partners who hold Units outstanding as of the end of the applicable fiscal year (other than Units redeemed as of the end of the last day of such fiscal year) whose tax Units' allocation accounts with respect to such Units are in excess of their capital accounts (determined after making the allocations described adjustments in Sections 7(b)(1) and 7(b)(2Subsection 4.3(b)(iv)) with respect to such Units in the ratio that each such Partner’s negative 's excess bears to all such Partners' excesses. In the aggregate negative event that loss to be allocated pursuant to this Subsection 4.3(b)(v) is greater than the excess of all such allocation accounts over all such Partners. Capital Loss remaining after ' capital accounts, the allocation described in the preceding sentence shall excess loss will be allocated among all Partners described in such sentence in proportion the ratio that each Partner's capital account bears to their holdings of such Unitsall Partners' capital accounts. (Fc) The tax allocations prescribed by this section 4.3 shall be made to each holder of a Unit, whether or not the holder is a substituted Limited Partner. In the event that a Unit has been assigned, the allocations prescribed by this section 4.3 shall be made with respect to such Unit without regard to the assignment, except that in the year of assignment the allocations prescribed by this section 4.3 shall be divided between the assignor and the assignee based on the number of months each held the assigned Unit. For purposes of this Section 7(b)section 4.3, “Capital Gain” or “Capital Loss” tax allocations shall mean gain or loss characterized as gain or loss from be made to the sale or exchange of General Partner's general partnership interest on a capital asset, by the Internal Revenue Code of 1986, as amended (the “Code”), including, but not limited to, gain or loss required to be taken into account pursuant to Section 1256 thereofUnit-equivalent basis.

Allocation of Profit and Loss for Federal Income Tax Purposes. As of the end of each fiscal year, the FundTrust’s income and expense and capital gain or loss shall be allocated among the Partners Unitholders (including the Managing Owner on a Unit-equivalent basis) pursuant to the following provisions of this Section 7(b9(b) for federal income tax purposes. For purposes Allocations of profit and loss shall be pro rata from net capital gain or loss and net ordinary income or loss realized by the Trust unless allocation of items of gain or income or loss or expense are necessary to satisfy the requirements in Sections 9(b)(1)(B) and 9(b)(1)(D) that sufficient profit and loss be allocated to tax accounts such that tax accounts attributable to redeemed Units equal distributions in redemption of such Units. Notwithstanding the foregoing requirement that annual allocations of profit and loss be pro rata from capital and ordinary income, gain, loss and expense, adjustments to such allocations shall be made to reflect the extent to which income or expense is otherwise determined and periodically allocated to the Unitholders, and such periodic allocations and adjustment shall be determined in a manner that in the judgment of the Managing Owner is consistent with the intent of this Section 7(b9(b), capital gain and capital loss shall be allocated separately and not netted. (1) First, items of ordinary income Trust profit and expense (other than expenses attributable to profit shares which shall be allocated as set forth in Section 7(b)(2)) shall be allocated pro rata among the Units outstanding as of the end of each month in which the items of ordinary income and expense accrue. (2) Second, expenses attributable to profit shares paid to the Advisor shall be allocated among the Units outstanding at any time during the fiscal year based upon the ratio that each such Unit’s net profit share (the excess, if any, of the aggregate of all profit shares allocated to the capital account relating to such Unit over the aggregate of all “reversals” of profit shares allocated to such Unit) bears to the net profit share of all Units. (3) Third, capital gain or loss shall be allocated as follows: (A) There For the purpose of allocating profit or loss among the Unitholders, there shall be established a tax account with respect to each outstanding UnitUnit and with respect to the Managing Owner. The initial balance of each tax account shall be the amount paid contributed to the Fund Trust for each UnitUnit and the amount contributed by the Managing Owner. For As of the end of each of the first twenty-four sixty months of after the FundTrust begins operations, the balance of such tax account shall be reduced by the each Unit’s allocable share of the amount payable in of Organizational and Initial Offering Cost reimbursements amortized as of the end of such month by the Fund to Trust, as provided in Section 9(c). As of the General Partner end of each month after the Trust begins operations, the balance of such tax account shall be further reduced by each Unit’s allocable share of any amount payable by the Trust in respect of organizational and initial that month for the costs of the ongoing offering costs, as described in the Offering Memorandumof Units. The adjustment to reflect the reimbursement amortization of organizational Organizational and initial Initial Offering Cost reimbursements as well as ongoing offering costs shall be made prior to the following allocations of capital gain or Trust profit and loss (and shall be taken into account in making such allocations). For purposes of this Section 7(b)(3), tax allocations Tax accounts shall be made to the General Partner’s general partnership interest on a Unit-equivalent basis. As adjusted as of the end of each fiscal yearyear and as of the date a Unitholder redeems any Units as follows: (i) Each tax account shall be increased by the amount of income profit allocated to each Unit the Unitholder pursuant to Sections 7(b)(1Section 9(b)(1)(B) and 7(b)(3)(C)9(b)(1)(C) below. (ii) Each tax account shall be decreased by the amount of expense or loss allocated to each Unit the Unitholder pursuant to Sections 7(b)(1), 7(b)(2Section 9(b)(1)(D) and 7(b)(3)(E9(b)(1)(E) below and by the amount of any distributions paid out the Unitholder has received with respect to the Units other than upon redemptionsuch Unit. (iii) When a Unit is redeemed, the tax account attributable to such Unit (determined after making all allocations described set forth in this Section 7(b9(b)) shall be eliminated. (B) Each Partner who redeems Units in such year (including Units redeemed as of the end of the last day of such fiscal year) Profits shall be allocated Capital Gain, if any, first to each Unitholder who has redeemed any Units during the fiscal year up to the amount of the excess, if any, of the amount received in respect upon redemption of the Units so redeemed (before taking into account any early redemption charges) over the sum of the tax accounts (determined after making the allocation described in Sections 7(b)(1) and 7(b)(2), but prior to making the allocations described in this Section 7(b)(3)(B)) allocable to such Units (an “Excess”). In the event the aggregate amount of Capital Gain available to be allocated pursuant to this Section 7(b)(3)(B) is less than the aggregate amount of Capital Gain required to be so allocated, the aggregate amount of available Capital Gain shall be allocated among all such Partners in the ratio which each such PartnerUnitholder’s Excess bears tax account attributable to the aggregate Excess of all such Partnersredeemed Units. (C) Capital Gain Profit remaining after the allocation described in thereof pursuant to Section 7(b)(3)(B9(b)(1)(B) shall be allocated next among all Partners Unitholders who hold Units outstanding as of at the end of the applicable fiscal year (other than Units redeemed as of the end of the last day of such fiscal year) whose capital accounts with respect to such Units are in excess of their tax accounts (determined after making the allocations described in Sections 7(b)(1) and 7(b)(2)) allocable to such Units in the ratio that each such PartnerUnitholder’s excess bears to the aggregate excess of all such PartnersUnitholders’ excesses. Capital Gain Profit remaining after the allocation described in the preceding sentence shall be allocated among all Partners described in said sentence Unitholders in proportion to their holdings of such outstanding Units. (D) Each Partner who redeems Units in such year (including Units redeemed as of the end of the last day of such fiscal year) Loss shall be allocated Capital Lossfirst to each Unitholder who has redeemed any Units during the fiscal year up to the excess, if any, up of the amount in such Unitholder’s tax account attributable to the amount of the sum of the excess of the tax accounts (determined after making the allocations described in Sections 7(b)(1) and 7(b)(2), but prior to making the allocations described in this Section 7(b)(3)(D)) allocable to the redeemed Units so redeemed over the amount received in respect upon redemption of such Units (before taking into account any early redemption charges) (a “Negative Excess”). In the event the aggregate amount of Capital Loss available to be allocated pursuant to this Section 7(b)(3)(D) is less than the aggregate amount required to be so allocated, the aggregate amount of available Capital Loss shall be allocated among all such Partners in the ratio that each such Partner’s Negative Excess bears to the aggregate Negative Excess of all such PartnersUnits. (E) Capital Loss remaining after the allocation described in thereof pursuant to Section 7(b)(3)(D9(b)(1)(D) shall be allocated next among all Partners Unitholders who hold Units outstanding as of at the end of the applicable fiscal year (other than Units redeemed as of the end of the last day of such fiscal year) whose tax accounts with respect to such Units are in excess of their capital accounts (determined after making the allocations described in Sections 7(b)(1) and 7(b)(2)) with respect to such Units in the ratio that each such PartnerUnitholder’s negative excess bears to the aggregate negative excess of all such PartnersUnitholders’ excesses. Capital Loss remaining after the allocation described in pursuant to the preceding sentence shall be allocated among all Partners described in such sentence Unitholders in proportion to their holdings holding of such outstanding Units. (F2) For In the event that a Unit has been assigned, the allocations prescribed by this Section 9(b) shall be made with respect to such Unit without regard to the assignment, except that in the year of assignment the allocations prescribed by this Section 9(b) shall, to the extent permitted for federal income tax purposes, be allocated between the assignor and assignee using the interim closing of the books method. (3) The allocation for federal income tax purposes of profit and loss, as set forth herein, is intended to allocate taxable profit and loss among Unitholders generally in the ratio and to the extent that net profit and net loss are allocated to such Unitholders under Section 9(a) hereof so as to eliminate, to the extent possible, any disparity between a Unitholder’s capital account and his tax account with respect to each Unit then outstanding, consistent with the principles set forth in Section 704(c) of the Code. (4) Notwithstanding anything herein to the contrary, in the event that at the end of any Trust taxable year any Unitholder’s capital account is adjusted for, or such Unitholder is allocated, or there is distributed to such Unitholder any item described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) in an amount not reasonably expected at the end of such year, and such treatment creates a deficit balance in such Unitholder’s capital account, then such Unitholder shall be allocated all items of income and gain of the Trust for such year and for all subsequent taxable years of the Trust until such deficit balance has been eliminated. In the event that any such unexpected adjustments, allocations or distributions create a deficit balance in the capital accounts of more than one Unitholder in any Trust taxable, all items of income and gain of the Trust for such taxable year and all subsequent taxable years shall be allocated among all such Unitholders in proportion to their respective deficit balances until such deficit balances have been eliminated. (5) The allocations of profit and loss to the Unitholders shall not exceed the allocations permitted under Subchapter K of the Code, as determined by the Managing Owner, whose determination shall be binding. The Managing Owner may adjust the allocations set forth in this Section 7(b9(b), “Capital Gain” in the Managing Owner’s discretion, if the Managing Owner believes that doing so will achieve more equitable allocations or “Capital Loss” shall mean gain or loss characterized as gain or loss from allocations more consistent with the sale or exchange of a capital asset, by the Internal Revenue Code of 1986, as amended (the “Code”), including, but not limited to, gain or loss required to be taken into account pursuant to Section 1256 thereof.

Allocation of Profit and Loss for Federal Income Tax Purposes. As of the end of each fiscal year, the Fund’s income and expense and capital gain The Partnership's realized profit or loss (including the Partnership's pro rata share of any Trading Company items) shall be allocated among the Partners pursuant to the following provisions of this Section 7(b) subparagraphs for federal income tax purposes. For purposes Except to the extent otherwise provided below, such allocations of this Section 7(b), profit and loss will be pro rata from net capital gain or loss and capital net ordinary income or loss shall realized by the Partnership. For United States federal income tax purposes, a distinction will be allocated separately made between net short- term gain or loss and not nettednet long-term gain or loss. (1) First, items Items of ordinary income and expense (other than expenses attributable to profit shares which shall be allocated as set forth in Section 7(b)(2)) shall be allocated pro rata among the Units outstanding Partners based on their respective capital accounts as of the end of each month in which the items of ordinary income and or expense accrueaccrued. (2) Second, expenses attributable to profit shares paid to the Advisor shall be allocated among the Units outstanding at any time during the fiscal year based upon the ratio that each such Unit’s net profit share (the excess, if any, of the aggregate of all profit shares allocated to the capital account relating to such Unit over the aggregate of all “reversals” of profit shares allocated to such Unit) bears to the net profit share of all Units. (3) Third, Net realized capital gain or loss shall be allocated as follows: : (Aaa) There For the purpose of allocating the Partnership's net realized capital gain or loss among the Partners, there shall be established a tax an allocation account with respect to each outstanding Unit. The initial balance of each tax allocation account shall be the amount paid to the Fund Partnership for each the Unit. For each of the first twenty-four months of the Fund, the balance of such tax account Allocation accounts shall be reduced by the Unit’s allocable share of the amount payable in such month by the Fund to the General Partner in respect of organizational and initial offering costs, adjusted as described in the Offering Memorandum. The adjustment to reflect the reimbursement of organizational and initial offering costs shall be made prior to the allocations of capital gain or loss (and shall be taken into account in making such allocations). For purposes of this Section 7(b)(3), tax allocations shall be made to the General Partner’s general partnership interest on a Unit-equivalent basis. As of the end of each fiscal yearFiscal Year and as of the date a Partner completely redeems his Units as follows: (i) Each tax allocation account shall be increased by the amount of income allocated to each the holder of the Unit pursuant to Sections 7(b)(1subparagraph (c)(1) above and 7(b)(3)(C)subparagraph (c)(2)(cc) below. (ii) Each tax allocation account shall be decreased by the amount of expense or loss allocated to each the holder of the Unit pursuant to Sections 7(b)(1), 7(b)(2subparagraph (c)(1) above and 7(b)(3)(Esubparagraph (c)(2)(ee) below and by the amount of any distributions paid out distribution the holder of the Unit has received with respect to the Units Unit (other than upon redemptionon redemption of the Unit). (iii) When a Unit is redeemed, the tax account attributable (y) net realized capital gain shall first be allocated to such Unit (determined after making all allocations described in this Section 7(b)) shall be eliminated. (B) Each each Partner who redeems has redeemed all his Units in such year (including Units redeemed as of the end of the last day of such fiscal year) shall be allocated Capital Gain, if any, up to the amount of the excess, if any, of the amount received in respect upon redemption of the his Units so redeemed (before taking into account any early redemption charges) over the sum of the tax accounts (determined after making the allocation described in Sections 7(b)(1) and 7(b)(2), but prior to making the allocations described in this Section 7(b)(3)(B)) allocable account attributable to such Units (an “Excess”). In the event the aggregate amount of Capital Gain available to and net realized capital loss shall first be allocated pursuant to this Section 7(b)(3)(B) is less than each Partner who has redeemed all his Units up to the aggregate excess, if any, of the allocation account attributable to such Units over the amount received upon redemption of Capital Gain required his Units in proportion to be so allocated, the aggregate amount of available Capital Gain shall be allocated among all such Partners in the ratio which each such Partner’s Excess bears to the aggregate Excess of all such Partners. 's excess and (Cz) Capital Gain remaining after the allocation described in Section 7(b)(3)(B) shall be allocated among all Partners who hold Units outstanding as of the end of the applicable fiscal year (other than Units redeemed as of the end of the last day of such fiscal year) whose capital accounts account with respect to such Units are in excess of their tax accounts (determined after making the allocations described in Sections 7(b)(1) and 7(b)(2)) allocable to such Units in the ratio that each such Partner’s excess bears to the aggregate excess of all such Partners. Capital Gain remaining after the allocation described in the preceding sentence Unit shall be allocated among all Partners described in said sentence in proportion to their holdings of such Unitseliminated. (D) Each Partner who redeems Units in such year (including Units redeemed as of the end of the last day of such fiscal year) shall be allocated Capital Loss, if any, up to the amount of the sum of the excess of the tax accounts (determined after making the allocations described in Sections 7(b)(1) and 7(b)(2), but prior to making the allocations described in this Section 7(b)(3)(D)) allocable to the Units so redeemed over the amount received in respect of such Units (before taking into account any early redemption charges) (a “Negative Excess”). In the event the aggregate amount of Capital Loss available to be allocated pursuant to this Section 7(b)(3)(D) is less than the aggregate amount required to be so allocated, the aggregate amount of available Capital Loss shall be allocated among all such Partners in the ratio that each such Partner’s Negative Excess bears to the aggregate Negative Excess of all such Partners. (E) Capital Loss remaining after the allocation described in Section 7(b)(3)(D) shall be allocated among all Partners who hold Units outstanding as of the end of the applicable fiscal year (other than Units redeemed as of the end of the last day of such fiscal year) whose tax accounts with respect to such Units are in excess of their capital accounts (determined after making the allocations described in Sections 7(b)(1) and 7(b)(2)) with respect to such Units in the ratio that each such Partner’s negative excess bears to the aggregate negative excess of all such Partners. Capital Loss remaining after the allocation described in the preceding sentence shall be allocated among all Partners described in such sentence in proportion to their holdings of such Units. (F) For purposes of this Section 7(b), “Capital Gain” or “Capital Loss” shall mean gain or loss characterized as gain or loss from the sale or exchange of a capital asset, by the Internal Revenue Code of 1986, as amended (the “Code”), including, but not limited to, gain or loss required to be taken into account pursuant to Section 1256 thereof.

Allocation of Profit and Loss for Federal Income Tax Purposes. As of the end of each fiscal yearFiscal Year of the Partnership (or such other period as required by the Code), the FundPartnership’s income and expense and capital gain recognized profit or loss shall be allocated among the Partners pursuant to the following provisions of this Section 7(b) subparagraphs for federal income tax purposes. For purposes Such allocations of this Section 7(b), profit and loss will be pro rata from net capital gain or loss and capital net operating income or loss shall realized by the Partnership. For United States federal income tax purposes, a distinction will be allocated separately made between net short-term gain or loss and not nettednet long-term gain or loss. (1a) FirstSubject to Section 7.3(c), items of ordinary income and expense (other than expenses attributable to profit shares which shall be allocated as set forth in Section 7(b)(2)) shall be allocated pro rata among the Units outstanding Partners based on their respective Capital Accounts as of the end of each month in which the items of ordinary income and expense accrueaccrued. (2b) SecondItems of fees charges, commissions and other expenses attributable to profit shares paid to the Advisor shall be allocated among the Units outstanding at any time during applicable Partners consistent with the fiscal year based upon the ratio that each such Unit’s net profit share (the excess, if any, allocation of the aggregate of all profit shares allocated to the capital account relating items to such Unit over Partners pursuant to Section 7.2 (in connection with the aggregate determination of all “reversals” of profit shares allocated to such Unit) bears to the net profit share of all UnitsNet Asset Value). (3c) Third, capital Net recognized gain or loss from the Partnership’s trading activities shall be allocated as follows:follows (with any allocation of recognized gain or loss consisting of pro rata shares of capital or ordinary gain or loss): (Ai) There For the purpose of allocating the Partnership’s net recognized gain or loss among the Partners, there shall be established a tax an allocation account with respect to each outstanding Unit. The initial balance of each tax allocation account shall be the amount paid by the Partner to the Fund Partnership for each the Unit. For each of the first twenty-four months of the Fund, the balance of such tax account Allocation accounts shall be reduced by the Unit’s allocable share of the amount payable in such month by the Fund to the General Partner in respect of organizational and initial offering costs, adjusted as described in the Offering Memorandum. The adjustment to reflect the reimbursement of organizational and initial offering costs shall be made prior to the allocations of capital gain or loss (and shall be taken into account in making such allocations). For purposes of this Section 7(b)(3), tax allocations shall be made to the General Partner’s general partnership interest on a Unit-equivalent basis. As of the end of each fiscal yearFiscal Year (or such other period) and as of the date a Partner completely redeems his Units as follows: (iA) Each tax allocation account shall be increased by the amount of income allocated to each the holder of the Unit pursuant to Sections 7(b)(1Section 7.3(a) and 7(b)(3)(CSection 7.3(c)(ii). (iiB) Each tax allocation account shall be decreased by the amount of expense or loss allocated to each the holder of the Unit pursuant to Sections 7(b)(1), 7(b)(2Section 7.3(b) and 7(b)(3)(ESection 7.3(c)(iii) and by the amount of any distributions paid out distribution the holder of the Unit has received with respect to the Units Unit (other than upon redemptionon redemption of the Unit). (iiiC) When a Unit is redeemed, the tax allocation account attributable with respect to such Unit (determined after making all allocations described in this Section 7(b)) shall be eliminated. (Bii) Each Notwithstanding the foregoing, in the event a Partner who redeems Units makes a redemption pursuant to Section 8.1, or is required to withdraw pursuant to Section 8.7, the Partnership shall be permitted to make a special allocation to such Partner of gains or losses, as the case may be, recognized by the Partnership in such year (including Units redeemed a manner as of will reduce the end of the last day of such fiscal year) shall be allocated Capital Gainamount, if any, up to the amount of the excessby which such Partner’s Capital Account exceeds, if anyor is less than, of the amount received in respect of the Units so redeemed (before taking into account any early redemption charges) over the sum of the tax accounts (determined after making the allocation described in Sections 7(b)(1account with respect to such Partner’s Units before such allocation. (d) and 7(b)(2), but prior to making the The tax allocations described in prescribed by this Section 7(b)(3)(B)) allocable 7.3 shall be made to such Units (an “Excess”)each holder of a Unit whether or not the holder is a substituted Limited Partner. In the event the aggregate amount of Capital Gain available to be allocated that a Unit has been transferred or assigned pursuant to Section 6.1(a), the allocations prescribed by this Section 7(b)(3)(B) is less than the aggregate amount of Capital Gain required to be so allocated, the aggregate amount of available Capital Gain shall be allocated among all such Partners in the ratio which each such Partner’s Excess bears to the aggregate Excess of all such Partners. (C) Capital Gain remaining after the allocation described in Section 7(b)(3)(B7.3(d) shall be allocated among all Partners who hold Units outstanding as of the end of the applicable fiscal year (other than Units redeemed as of the end of the last day of such fiscal year) whose capital accounts made with respect to such Units are Unit without regard to the transfer or assignment, except that in excess the year of their tax accounts (determined after making transfer or assignment the allocations described in Sections 7(b)(1) and 7(b)(2)) allocable to such Units in the ratio that each such Partner’s excess bears to the aggregate excess of all such Partners. Capital Gain remaining after the allocation described in the preceding sentence prescribed by this Section 7.3 shall be allocated among all Partners described in said sentence in proportion to their holdings divided between the transferor or assignor and the transferee or assignee based on the number of such Units. (D) Each Partner who redeems Units in such year (including Units redeemed as of months each held the end of the last day of such fiscal year) shall be allocated Capital Loss, if any, up to the amount of the sum of the excess of the tax accounts (determined after making the allocations described in Sections 7(b)(1) and 7(b)(2), but prior to making the allocations described in this Section 7(b)(3)(D)) allocable to the Units so redeemed over the amount received in respect of such Units (before taking into account any early redemption charges) (a “Negative Excess”)transferred or assigned Unit. In the event the aggregate amount of Capital Loss available to be allocated pursuant to this Section 7(b)(3)(D) is less than the aggregate amount required to be so allocated, the aggregate amount of available Capital Loss shall be allocated among all such Partners in the ratio that each such Partner’s Negative Excess bears to the aggregate Negative Excess of all such Partners. (E) Capital Loss remaining after the allocation described in Section 7(b)(3)(D) shall be allocated among all Partners who hold Units outstanding as of the end of the applicable fiscal year (other than Units redeemed as of the end of the last day of such fiscal year) whose tax accounts with respect to such Units are in excess of their capital accounts (determined after making the allocations described in Sections 7(b)(1) and 7(b)(2)) with respect to such Units in the ratio that each such Partner’s negative excess bears to the aggregate negative excess of all such Partners. Capital Loss remaining after the allocation described in the preceding sentence shall be allocated among all Partners described in such sentence in proportion to their holdings of such Units. (F) For purposes of this Section 7(b)7.3, “tax allocations shall be made to the General Partner’s Units on a Unit-equivalent basis. (e) The allocation of profit and loss for federal income tax purposes set forth herein is intended to allocate taxable profits and loss among Partners generally in the ratio and to the extent that net profit and net loss are allocated to such Partners under Section 7.2 hereof so as to eliminate, to the extent possible, any disparity between a Partner’s Capital Gain” or “Capital Loss” shall mean gain or loss characterized as gain or loss from Account and his allocation account with respect to each Unit then outstanding, consistent with the sale or exchange principles set forth in Section 704 of a capital asset, by the Internal Revenue Code of 1986, as amended (and the “Code”), including, but not limited to, gain or loss required to be taken into account pursuant to Section 1256 thereofTreasury Regulations promulgated thereunder.