Common use of Listed Transactions; Prohibited Tax Shelter Transactions Clause in Contracts

Listed Transactions; Prohibited Tax Shelter Transactions. The General Partner shall use commercially reasonable efforts to cause the Fund not to invest, directly or indirectly, in any investment that, to the knowledge of the General Partner, constitutes a “listed transaction” as defined in Regulations Section 1.6011-4(b)(2) or “reportable transaction” as defined in Regulations Section 1.6011-4(b)(1). If the General Partner reasonably determines that the Fund has engaged in one of the foregoing transactions, the General Partner shall provide the affected Limited Partners with notice thereof and, at the request of an affected Limited Partner and at such Limited Partner’s expense, render reasonable assistance to such Limited Partner in preparing and filing IRS Form 8886 (Reportable Transaction Disclosure Statement) and such other forms as may be required by such Limited Partner on account of such transaction. The General Partner shall cause the Fund not to engage, directly or indirectly, in a transaction that, as of the date the Fund enters into a binding contract to engage in such transaction, would cause a Limited Partner subject to the excise tax in Section 4965 of the Code to be treated as a party to a “prohibited tax shelter transaction” for purposes of Section 4965 of the Code. If the General Partner reasonably determines that the Fund has engaged, directly or indirectly, in a transaction that is a prohibited tax shelter transaction, the General Partner shall promptly notify the affected Limited Partners of such determination and permit such Limited Partners to be excused from participating in such transaction or having any economic rights or liabilities associated with such transaction. EXCULPATION AND INDEMNIFICATION