Distributive Share for Tax Purposes. Items of Partnership gain or loss recognized for income tax purposes and arising from securities will be allocated among the Partners in accordance with the methods set forth in Section 1.704-3(e)(3) of the regulations promulgated under Section 704(c) of the Code. All other items of income, deduction, gain, loss, or credit that are recognized for income tax purposes will be allocated among the Partners in accordance with their respective Partnership Percentages as of the beginning of the Period to which such items are attributable. Notwithstanding the foregoing, the General Partner will specially allocate items of gain (or loss) to Partners who withdraw capital during any fiscal year in a manner designed to ensure that each withdrawing Partner is allocated gain (or loss) in an amount equal to the difference between that Partner’s Capital Account balance (or portion thereof being withdrawn) at the time of the withdrawal and the tax basis for his or her Interest at that time (or proportionate amount thereof); provided, however, that the General Partner may, without the consent of any Partner, (i) alter the allocation of any item of taxable income, gain, loss, deduction, or credit in any specific instance where the General Partner, in its sole discretion, determines such alteration to be necessary or appropriate to avoid a materially inequitable result and/or (ii) adopt such other method of allocating tax items as the General Partner determines is necessary or appropriate in order to be consistent with the spirit and intent of the regulations under Sections 704(b) and 704(c) of the Code.
Distributive Share for Tax Purposes. Items of Fund gain or loss recognized for income tax purposes will be allocated among the Units in accordance with the methods set forth in Section 1.704-3(e)(3) of the regulations promulgated under Section 704(c) of the Code. All other items of income, deduction, gain, loss, or credit that are recognized for income tax purposes will be allocated among the Units in accordance with their respective Partnership Percentages as of the beginning of the Period to which such items are attributable. Notwithstanding the foregoing, the General Partner will specially allocate items of gain (or loss) to Units withdrawn during any fiscal year in a manner designed to ensure that each withdrawn Unit is allocated gain (or loss) in an amount equal to the difference between that Unit’s Capital Account balance at the time of the withdrawal and the tax basis for the Unit at that time; provided, however, that the General Partner may, without the consent of any Partner, (i) alter the allocation of any item of taxable income, gain, loss, deduction, or credit in any specific instance where the General Partner, in its sole discretion, determines such alteration to be necessary or appropriate to avoid a materially inequitable result and/or (ii) adopt such other method of allocating tax items as the General Partner determines is necessary or appropriate in order to be consistent with the spirit and intent of the regulations under Sections 704(b) and 704(c) of the Code.
Distributive Share for Tax Purposes. All items of income, deduction, gain, loss or credit that are recognized for income tax purposes will be allocated among the Members of a Series in accordance with Sections 5.2 and 5.3. Notwithstanding the foregoing, after consultation with tax accountants and/or counsel, the Manager may, without the consent of any other Member: (i) alter the allocation of any item of taxable income, gain, loss, deduction or credit in any specific instance where the Manager, in its sole discretion, determines such alteration to be necessary or appropriate to produce a more equitable result, for example, specially allocating items of gain (or loss) to Members who withdraw capital during any fiscal year in a manner designed to ensure that each withdrawing Member is allocated gain (or loss) in an amount equal to the difference between that Member’s Series Capital Account balance at the time of the withdrawal and the tax basis for the Member’s Interest at that time; or (ii) adopt such other method of allocating tax items as the Manager determines is consistent with the spirit and intent of the regulations under Code Sections 704(b) and 704(c).
Distributive Share for Tax Purposes. 12 4.7 Tax Withholding 12 4.8 Distributions 14
Distributive Share for Tax Purposes. Items of Partnership gain or loss recognized for income tax purposes and arising from Investments will be allocated among the Partners in accordance with the methods set forth in Section 1.704-3(e)(3) of the regulations promulgated under Section 704(c) of the Code. All other items of income, deduction, gain, loss or credit that are recognized for income tax purposes will be allocated among the Partners in accordance with their respective Partnership Percentages as of the beginning of the Fiscal Period to which the items are attributable. Notwithstanding the foregoing, the General Partner (a) will specially allocate items of gain and income to each Partner who withdraws any amount during any fiscal year up to the amount (if any) by which that Partner’s withdrawal exceeds its tax basis in its Interest at that time, or specially allocate items of loss and deduction to Partners who make a complete withdrawal during any fiscal year up to the amount (if any) by which that Partner’s tax basis for its Interest at that time exceeds the Partner’s withdrawal and (b) may otherwise adjust the allocations contemplated by this Section 4.6 as necessary to appropriately reflect the special allocations provided for in Section 4.3 (to the extent not otherwise previously taken into account). The General Partner may, without any other Partner’s Consent, (1) alter the allocation of any item of taxable income, gain, expense, loss, deduction or credit in any specific instance where the General Partner determines that alteration is necessary or appropriate to avoid a materially inequitable result (e.g., where the allocation would create an inappropriate tax liability) and/or (2) adopt whatever other method of allocating tax items the General Partner determines is necessary or appropriate in order to be consistent with the spirit and intent of the regulations under Sections 704(b) and 704(c) of the Code.
Distributive Share for Tax Purposes. In each Fiscal Year, for each Series, items of Series income, deduction, gain, loss or credit that are recognized for income tax purposes shall be allocated by the Managing Member, in consultation with tax accountants or counsel, among the Capital Accounts in accordance with the provisions of Section 4.08 and Section 4.10; provided that, after consultation with tax accountants or counsel, the Managing Member is authorized to, without the consent of any other Member, to (a) alter the allocation of any item of taxable income, gain, loss, deduction or credit in any specific instance where the Managing Member, in its sole discretion, determines such alteration to be necessary to produce a more equitable result or (b) amend Section 4.08 and Section 4.10 hereto to alter the future allocation of taxable income, gain, loss, deductions or credits in any manner which the Managing Member, in its sole discretion, deems equitable. Notice of any alteration in allocation pursuant to clause (a) of the preceding sentence shall be given to the Members by the Managing Member concurrently with notification of the allocation, and notice of any amendment of Section 4.08 and Section 4.10 pursuant to clause (b) of the preceding sentence shall be given to the Members by the Managing Member prior to the effective date of such amendment. The Members acknowledge that, because allocations pursuant to this Section 4.07 have the effect of allocating to the Members tax benefits and tax burdens, the timing of particular allocations and the character (e.g., capital versus ordinary; short term versus long term) of items allocated shall have a direct financial impact on each Member and such Member’s after-tax economic return.
