Common use of Series Established as a Partnership Clause in Contracts

Series Established as a Partnership. The Trustees shall have the authority to create Series intended to be classified as a Partnership for federal income tax purposes. Pursuant to such authority, the Trustees may provide that (i) Book Capital Accounts (as defined in any resolution establishing and designating such Series) are to be determined and maintained for each Holder in accordance with Section 704(b) of the Internal Revenue Code of 1986, as amended (the "Code") (and any successor provision thereto) and the Treasury Regulations promulgated thereunder; (ii) upon liquidation of a Series (or any Holder's interest therein), liquidating distributions shall be made in accordance with the positive Book Capital Account balances of the Holders; and, (iii) if any Holder in such Series has a deficit balance in his Book Capital Account following the liquidation of his interest in the Series, such Holder is unconditionally required to restore the amount of such deficit balance to the Series, or in lieu thereof, the resolution establishing the Series contain a "qualified income offset" within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(d).

Series Established as a Partnership. The Trustees shall have In accordance with Section 5(a) and Section 6 of this Article III, the authority to create resolution, as may be amended, establishing or changing the classification of a Series intended to be classified as a Partnership for U.S. federal income tax purposes. Pursuant purposes may provide, among other things, that notwithstanding anything in this Declaration of Trust to such authority, the Trustees may provide that contrary (i) Book Capital Accounts (as defined in any resolution establishing and designating such Series) are to be determined and maintained for each Holder Shareholder in accordance with Section 704(b) of the Internal Revenue Code of 1986, as amended (the "Code") (and any successor provision thereto) and the Treasury Regulations promulgated thereunder); (ii) upon liquidation of a Series (or any Holder's Shareholder’s interest therein), liquidating distributions shall be made in accordance with the positive Book Capital Account balances of the HoldersShareholders; and, (iii) if any Holder Shareholder in such Series has a deficit balance in his Book Capital Account following the liquidation of his interest in the Series, such Holder Shareholder is unconditionally required to restore the amount of such deficit balance to the Series, or in lieu thereof, the resolution establishing the Series contain a "“qualified income offset" ” within the meaning of Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d).