Common use of Tax Conventions Clause in Contracts

Tax Conventions. (a) For purposes of Sections 3.5, 3.6 and 3.7, the Manager shall cause the Investing Pool to adopt such conventions as may be necessary or appropriate in the Manager’s reasonable discretion in order to comply with applicable law, including Section 706 of the Code and the Treasury Regulations or rulings promulgated thereunder, or to allocate items of the Investing Pool’s income, gain, loss, expenses, deductions and credits in a manner that reflects Members’ Investing Pool Interests. The Manager may revise, alter or otherwise modify such conventions in accordance with the standard established in the prior sentence. (b) Unless the Manager determines that another convention is necessary or appropriate in the Manager’s reasonable discretion in order to comply with applicable law, or to allocate items of the Investing Pool’s income, gain, loss, expenses, deductions and credits in a manner that more accurately reflects Members’ Investing Pool Interests, the Investing Pool shall use the monthly convention described in this Section 3.8(b). (i) All issuances, redemptions and transfers of Investing Pool Interests or beneficial interests therein shall be deemed to take place at a price equal to the value of such Investing Pool Interest or beneficial interest therein at the end of the Business Day during the month in which the issuance, redemption or transfer takes place on which the value of an Investing Pool Interest or beneficial interest therein is lowest (such price, the “single monthly price”). Accordingly, in determining Unrealized Gain or Unrealized Loss and in making the adjustments provided for by Section 3.5(d), the fair market value of all Investing Pool property immediately prior to the issuance, redemption or transfer of Investing Pool Interests shall be deemed to be equal to the lowest value of such property (as determined under Section 3.12) during the month in which such Investing Pool Interests are issued or redeemed. In the event that the Investing Pool makes an election under Section 754 of the Code, adjustments to be made under Sections 734(b) and 743(b) of the Code will be made using the same monthly convention, including by reference to the single monthly price. (ii) All contributed property shall be deemed to be contributed at a price equal to the weighted average value of such property (as determined under Section 3.12) during the month in which such property is contributed. All purchases and sales of property, however, shall be treated as taking place at a price equal to the purchase or sales price of the property, respectively. (iii) Each item of Investing Pool income, gain, expense, loss, deduction and credit attributable to a transferred Investing Pool Interest shall, for U.S. federal income tax purposes, be determined on a monthly basis and shall be allocated to the Members who own Investing Pool Interests as of the close of the last day of the month preceding the month in which the transfer occurs, provided that, for the initial period beginning on the date hereof and ending on the last day of the month following the month in which this agreement becomes effective, such items shall be allocated to the Members who own the Investing Pool Interests as of the close of the last day of the month in which such items arose; and provided further that, unless the Manager determines that another method is necessary or appropriate in the Manager’s reasonable discretion, gain or loss on a sale or other disposition of all or a substantial portion of the assets of the Investing Pool (or, in the Manager’s sole discretion, other sales or dispositions of assets if appropriate to more accurately allocate such gain and loss to Members in a manner that corresponds to their economic gain and loss) shall be allocated to the Members who own Investing Pool Interests as of the close of the day in which such gain or loss is recognized for federal income tax purposes. (iv) All such allocations are intended to constitute a reasonable method of allocation in accordance with Treasury Regulations Section 1.706-1(c)(2)(ii) and to take into account a Member or Beneficial Owner’s varying Investing Pool Interests during the taxable year of any issuance, redemption or transfer of Investing Pool Interests or beneficial interests therein. Any person who is the transferee of an Investing Pool Interest shall be deemed to consent to the methods of determination and allocation set forth in this Section 3.8 as a condition of receiving such Investing Pool Interest.

Tax Conventions. (a) For purposes of Sections 3.51, 3.6 2 and 3.73, the Manager Administrative Trustee shall cause the Investing Pool Trust to adopt such conventions as may be necessary or appropriate in the ManagerAdministrative Trustee’s reasonable discretion in order to comply with applicable law, including Section 706 of the Code and the Treasury Regulations or rulings promulgated thereunder, or to allocate items of the Investing PoolTrust’s income, gain, loss, expenses, deductions and credits in a manner that reflects Members’ Investing Pool InterestsBeneficial Owner’s Shares. The Manager Administrative Trustee may revise, alter or otherwise modify such conventions in accordance with the standard established in the prior sentence. (b) Unless the Manager Administrative Trustee determines that another convention is necessary or appropriate in the ManagerAdministrative Trustee’s reasonable discretion in order to comply with applicable law, or to allocate items of the Investing PoolTrust’s income, gain, loss, expenses, deductions and credits in a manner that more accurately reflects Members’ Investing Pool InterestsAdministrative Trustee’s Shares, the Investing Pool Trust shall use the monthly convention described in this Section 3.8(b4(b). (i) All issuances, redemptions and transfers of Investing Pool Interests Shares or beneficial interests therein shall be deemed to take place at a price equal to the value of such Investing Pool Interest Share or beneficial interest therein at the end of the Business Day during the month in which the issuance, redemption or transfer takes place on which the value of an Investing Pool Interest or beneficial interest therein a Share is lowest (such price, the “single monthly price”). Accordingly, in determining Unrealized Gain or Unrealized Loss and in making the adjustments provided for by Section 3.5(d1(d), the fair market value of all Investing Pool Trust property immediately prior to the issuance, redemption or transfer of Investing Pool Interests Shares shall be deemed to be equal to the lowest value of such property (as determined under Section 3.127) during the month in which such Investing Pool Interests Shares are issued or redeemed. In the event that the Investing Pool Trust makes an election under Section 754 of the Code, adjustments to be made under Sections 734(b) and 743(b) of the Code will be made using the same monthly convention, including by reference to the single monthly price. (ii) All contributed property shall be deemed to be contributed at a price equal to the weighted average value of such property (as determined under Section 3.127) during the month in which such property is contributed. All purchases and sales of property, however, shall be treated as taking place at a price equal to the purchase or sales price of the property, respectively. (iii) Each item of Investing Pool Trust income, gain, expense, loss, deduction and credit attributable to a transferred Investing Pool Interest Shares shall, for U.S. federal income tax purposes, be determined on a monthly basis and shall be allocated to the Members Beneficial Owners who own Investing Pool Interests Shares as of the close of the last day of the month preceding the month in which the transfer occurs, provided that, for the initial period beginning on the date hereof and ending on the last day of the month following the month in which this agreement becomes effective, such items shall be allocated to the Members Beneficial Owners who own the Investing Pool Interests Shares as of the close of the last day of the month in which such items arose; and provided further that, unless the Manager Administrative Trustee determines that another method is necessary or appropriate in the ManagerAdministrative Trustee’s reasonable discretion, gain or loss on a sale or other disposition of all or a substantial portion of the assets of the Investing Pool Trust (or, in the ManagerAdministrative Trustee’s sole discretion, other sales or dispositions of assets if appropriate to more accurately allocate such gain and loss to Members Beneficial Owners in a manner that corresponds to their economic gain and loss) shall be allocated to the Members Beneficial Owners who own Investing Pool Interests Shares as of the close of the day in which such gain or loss is recognized for federal income tax purposes. (iv) All such allocations are intended to constitute a reasonable method of allocation in accordance with Treasury Regulations Section 1.706-1(c)(2)(ii) and to take into account a Member Beneficial Owner or Beneficial Owner’s varying Investing Pool Interests Shares during the taxable year of any issuance, redemption or transfer of Investing Pool Interests Shares or beneficial interests therein. Any person who is the transferee of an Investing Pool Interest Shares shall be deemed to consent to the methods of determination and allocation set forth in this Section 3.8 4 as a condition of receiving such Investing Pool InterestShares.

Tax Conventions. (a) For purposes of Sections 3.51, 3.6 2 and 3.73, the Manager Administrative Trustee shall cause the Investing Pool Trust to adopt such conventions as may be necessary or appropriate in the Manager’s Administrative Trustee's reasonable discretion in order to comply with applicable law, including Section 706 of the Code and the Treasury Regulations or rulings promulgated thereunder, or to allocate items of the Investing Pool’s Trust's income, gain, loss, expenses, deductions and credits in a manner that reflects Members’ Investing Pool InterestsBeneficial Owner's Shares. The Manager Administrative Trustee may revise, alter or otherwise modify such conventions in accordance with the standard established in the prior sentence. (b) Unless the Manager Administrative Trustee determines that another convention is necessary or appropriate in the Manager’s Administrative Trustee's reasonable discretion in order to comply with applicable law, or to allocate items of the Investing Pool’s Trust's income, gain, loss, expenses, deductions and credits in a manner that more accurately reflects Members’ Investing Pool InterestsAdministrative Trustee's Shares, the Investing Pool Trust shall use the monthly convention described in this Section 3.8(b4(b). (i) All issuances, redemptions and transfers of Investing Pool Interests Shares or beneficial interests therein shall be deemed to take place at a price equal to the value of such Investing Pool Interest Share or beneficial interest therein at the end of the Business Day during the month in which the issuance, redemption or transfer takes place on which the value of an Investing Pool Interest or beneficial interest therein a Share is lowest (such price, the “"single monthly price”"). Accordingly, in determining Unrealized Gain or Unrealized Loss and in making the adjustments provided for by Section 3.5(d1(d), the fair market value of all Investing Pool Trust property immediately prior to the issuance, redemption or transfer of Investing Pool Interests Shares shall be deemed to be equal to the lowest value of such property (as determined under Section 3.127) during the month in which such Investing Pool Interests Shares are issued or redeemed. In the event that the Investing Pool Trust makes an election under Section 754 of the Code, adjustments to be made under Sections 734(b) and 743(b) of the Code will be made using the same monthly convention, including by reference to the single monthly price. (ii) All contributed property shall be deemed to be contributed at a price equal to the weighted average value of such property (as determined under Section 3.127) during the month in which such property is contributed. All purchases and sales of property, however, shall be treated as taking place at a price equal to the purchase or sales price of the property, respectively. (iii) Each item of Investing Pool Trust income, gain, expense, loss, deduction and credit attributable to a transferred Investing Pool Interest Shares shall, for U.S. federal income tax purposes, be determined on a monthly basis and shall be allocated to the Members Beneficial Owners who own Investing Pool Interests Shares as of the close of the last day of the month preceding the month in which the transfer occurs, provided that, for the initial period beginning on the date hereof and ending on the last day of the month following the month in which this agreement Agreement becomes effective, such items shall be allocated to the Members Beneficial Owners who own the Investing Pool Interests Shares as of the close of the last day of the month in which such items arose; and provided further that, unless the Manager Administrative Trustee determines that another method is necessary or appropriate in the Manager’s Administrative Trustee's reasonable discretion, gain or loss on a sale or other disposition of all or a substantial portion of the assets of the Investing Pool Trust (or, in the Manager’s Administrative Trustee's sole discretion, other sales or dispositions of assets if appropriate to more accurately allocate such gain and loss to Members Beneficial Owners in a manner that corresponds to their economic gain and loss) shall be allocated to the Members Beneficial Owners who own Investing Pool Interests Shares as of the close of the day in which such gain or loss is recognized for U.S. federal income tax purposes. (iv) All such allocations are intended to constitute a reasonable method of allocation in accordance with Treasury Regulations Section 1.706-1(c)(2)(ii) and to take into account a Member Beneficial Owner or Beneficial Owner’s 's varying Investing Pool Interests Shares during the taxable year of any issuance, redemption or transfer of Investing Pool Interests Shares or beneficial interests therein. Any person who is the transferee of an Investing Pool Interest Shares shall be deemed to consent to the methods of determination and allocation set forth in this Section 3.8 4 as a condition of receiving such Investing Pool InterestShares.

Tax Conventions. (a) For purposes of Sections 3.51, 3.6 2 and 3.73, the Manager Administrative Trustee shall cause the Investing Pool Trust to adopt such conventions as may be necessary or appropriate in the ManagerAdministrative Trustee’s reasonable discretion in order to comply with applicable law, including Section 706 of the Code and the Treasury Regulations or rulings promulgated thereunder, or to allocate items of the Investing PoolTrust’s income, gain, loss, expenses, deductions and credits in a manner that reflects Members’ Investing Pool InterestsBeneficial Owner’s Shares. The Manager Administrative Trustee may revise, alter or otherwise modify such conventions in accordance with the standard established in the prior sentence. (b) Unless the Manager Administrative Trustee determines that another convention is necessary or appropriate in the ManagerAdministrative Trustee’s reasonable discretion in order to comply with applicable law, or to allocate items of the Investing PoolTrust’s income, gain, loss, expenses, deductions and credits in a manner that more accurately reflects Members’ Investing Pool InterestsAdministrative Trustee’s Shares, the Investing Pool Trust shall use the monthly convention described in this Section 3.8(b4(b). (i) All issuances, redemptions and transfers of Investing Pool Interests Shares or beneficial interests therein shall be deemed to take place at a price equal to the value of such Investing Pool Interest Share or beneficial interest therein at the end of the Business Day during the month in which the issuance, redemption or transfer takes place on which the value of an Investing Pool Interest or beneficial interest therein a Share is lowest (such price, the “single monthly price”). Accordingly, in determining Unrealized Gain or Unrealized Loss and in making the adjustments provided for by Section 3.5(d1(d), the fair market value of all Investing Pool Trust property immediately prior to the issuance, redemption or transfer of Investing Pool Interests Shares shall be deemed to be equal to the lowest value of such property (as determined under Section 3.127) during the month in which such Investing Pool Interests Shares are issued or redeemed. In the event that the Investing Pool Trust makes an election under Section 754 of the Code, adjustments to be made under Sections 734(b) and 743(b) of the Code will be made using the same monthly convention, including by reference to the single monthly price. (ii) All contributed property shall be deemed to be contributed at a price equal to the weighted average value of such property (as determined under Section 3.127) during the month in which such property is contributed. All purchases and sales of property, however, shall be treated as taking place at a price equal to the purchase or sales price of the property, respectively. (iii) Each item of Investing Pool Trust income, gain, expense, loss, deduction and credit attributable to a transferred Investing Pool Interest Shares shall, for U.S. federal income tax purposes, be determined on a monthly basis and shall be allocated to the Members Beneficial Owners who own Investing Pool Interests Shares as of the close of the last day of the month preceding the month in which the transfer occurs, provided that, for the initial period beginning on the date hereof and ending on the last day of the month following the month in which this agreement Agreement becomes effective, such items shall be allocated to the Members Beneficial Owners who own the Investing Pool Interests Shares as of the close of the last day of the month in which such items arose; and provided further that, unless the Manager Administrative Trustee determines that another method is necessary or appropriate in the ManagerAdministrative Trustee’s reasonable discretion, gain or loss on a sale or other disposition of all or a substantial portion of the assets of the Investing Pool Trust (or, in the ManagerAdministrative Trustee’s sole discretion, other sales or dispositions of assets if appropriate to more accurately allocate such gain and loss to Members Beneficial Owners in a manner that corresponds to their economic gain and loss) shall be allocated to the Members Beneficial Owners who own Investing Pool Interests Shares as of the close of the day in which such gain or loss is recognized for federal income tax purposes. (iv) All such allocations are intended to constitute a reasonable method of allocation in accordance with Treasury Regulations Section 1.706-1(c)(2)(ii) and to take into account a Member Beneficial Owner or Beneficial Owner’s varying Investing Pool Interests Shares during the taxable year of any issuance, redemption or transfer of Investing Pool Interests Shares or beneficial interests therein. Any person who is the transferee of an Investing Pool Interest Shares shall be deemed to consent to the methods of determination and allocation set forth in this Section 3.8 4 as a condition of receiving such Investing Pool InterestShares.

Tax Conventions. (a) For purposes of Sections 3.51, 3.6 2 and 3.73, the Manager Administrative Trustee shall cause the Investing Pool Trust to adopt such conventions as may be necessary or appropriate in the ManagerAdministrative Trustee’s reasonable discretion in order to comply with applicable law, including Section 706 of the Code and the Treasury Regulations or rulings promulgated thereunder, or to allocate items of the Investing PoolTrust’s income, gain, loss, expenses, deductions and credits in a manner that reflects Members’ Investing Pool InterestsBeneficial Owner’s Shares. The Manager Administrative Trustee may revise, alter or otherwise modify such conventions in accordance with the standard established in the prior sentence. (b) Unless the Manager Administrative Trustee determines that another convention is necessary or appropriate in the ManagerAdministrative Trustee’s reasonable discretion in order to comply with applicable law, or to allocate items of the Investing PoolTrust’s income, gain, loss, expenses, deductions and credits in a manner that more accurately reflects Members’ Investing Pool InterestsAdministrative Trustee’s Shares, the Investing Pool Trust shall use the monthly convention described in this Section 3.8(b4(b). (i) All issuances, redemptions and transfers of Investing Pool Interests Shares or beneficial interests therein shall be deemed to take place at a price equal to the value of such Investing Pool Interest Share or beneficial interest therein at the end of the Business Day during the month in which the issuance, redemption or transfer takes place on which the value of an Investing Pool Interest or beneficial interest therein a Share is lowest (such price, the “single monthly price”). Accordingly, in determining Unrealized Gain or Unrealized Loss and in making the adjustments provided for by Section 3.5(d1(d), the fair market value of all Investing Pool Trust property immediately prior to the issuance, redemption or transfer of Investing Pool Interests Shares shall be deemed to be equal to the lowest value of such property (as determined under Section 3.127) during the month in which such Investing Pool Interests Shares are issued or redeemed. In the event that the Investing Pool Trust makes an election under Section 754 of the Code, adjustments to be made under Sections 734(b) and 743(b) of the Code will be made using the same monthly convention, including by reference to the single monthly price. (ii) All contributed property shall be deemed to be contributed at a price equal to the weighted average value of such property (as determined under Section 3.127) during the month in which such property is contributed. All purchases and sales of property, however, shall be treated as taking place at a price equal to the purchase or sales price of the property, respectively. (iii) Each item of Investing Pool Trust income, gain, expense, loss, deduction and credit attributable to a transferred Investing Pool Interest Shares shall, for U.S. federal income tax purposes, be determined on a monthly basis and shall be allocated to the Members Beneficial Owners who own Investing Pool Interests Shares as of the close of the last day of the month preceding the month in which the transfer occurs, provided that, for the initial period beginning on the date hereof and ending on the last day of the month following the month in which this agreement Agreement becomes effective, such items shall be allocated to the Members Beneficial Owners who own the Investing Pool Interests Shares as of the close of the last day of the month in which such items arose; and provided further that, unless the Manager Administrative Trustee determines that another method is necessary or appropriate in the ManagerAdministrative Trustee’s reasonable discretion, gain or loss on a sale or other disposition of all or a substantial portion of the assets of the Investing Pool Trust (or, in the ManagerAdministrative Trustee’s sole discretion, other sales or dispositions of assets if appropriate to more accurately allocate such gain and loss to Members Beneficial Owners in a manner that corresponds to their economic gain and loss) shall be allocated to the Members Beneficial Owners who own Investing Pool Interests Shares as of the close of the day in which such gain or loss is recognized for U.S. federal income tax purposes. (iv) All such allocations are intended to constitute a reasonable method of allocation in accordance with Treasury Regulations Section 1.706-1(c)(2)(ii) and to take into account a Member Beneficial Owner or Beneficial Owner’s varying Investing Pool Interests Shares during the taxable year of any issuance, redemption or transfer of Investing Pool Interests Shares or beneficial interests therein. Any person who is the transferee of an Investing Pool Interest Shares shall be deemed to consent to the methods of determination and allocation set forth in this Section 3.8 4 as a condition of receiving such Investing Pool InterestShares.

Tax Conventions. (a) For purposes of Sections 3.51, 3.6 2 and 3.73, the Manager Administrative Trustee shall cause the Investing Pool Trust to adopt such conventions as may be necessary or appropriate in the Manager’s Administrative Trustee's reasonable discretion in order to comply with applicable law, including Section 706 of the Code and the Treasury Regulations or rulings promulgated thereunder, or to allocate items of the Investing Pool’s Trust's income, gain, loss, expenses, deductions and credits in a manner that reflects Members’ Investing Pool InterestsBeneficial Owner's Shares. The Manager Administrative Trustee may revise, alter or otherwise modify such conventions in accordance with the standard established in the prior sentence. (b) Unless the Manager Administrative Trustee determines that another convention is necessary or appropriate in the Manager’s Administrative Trustee's reasonable discretion in order to comply with applicable law, or to allocate items of the Investing Pool’s Trust's income, gain, loss, expenses, deductions and credits in a manner that more accurately reflects Members’ Investing Pool InterestsAdministrative Trustee's Shares, the Investing Pool Trust shall use the monthly convention described in this Section 3.8(b4(b). (i) All issuances, redemptions and transfers of Investing Pool Interests Shares or beneficial interests therein shall be deemed to take place at a price equal to the value of such Investing Pool Interest Share or beneficial interest therein at the end of the Business Day during the month in which the issuance, redemption or transfer takes place on which the value of an Investing Pool Interest or beneficial interest therein a Share is lowest (such price, the “"single monthly price”"). Accordingly, in determining Unrealized Gain or Unrealized Loss and in making the adjustments provided for by Section 3.5(d1(d), the fair market value of all Investing Pool Trust property immediately prior to the issuance, redemption or transfer of Investing Pool Interests Shares shall be deemed to be equal to the lowest value of such property (as determined under Section 3.127) during the month in which such Investing Pool Interests Shares are issued or redeemed. In the event that the Investing Pool Trust makes an election under Section 754 of the Code, adjustments to be made under Sections 734(b) and 743(b) of the Code will be made using the same monthly convention, including by reference to the single monthly price. (ii) All contributed property shall be deemed to be contributed at a price equal to the weighted average value of such property (as determined under Section 3.127) during the month in which such property is contributed. All purchases and sales of property, however, shall be treated as taking place at a price equal to the purchase or sales price of the property, respectively. (iii) Each item of Investing Pool Trust income, gain, expense, loss, deduction and credit attributable to a transferred Investing Pool Interest Shares shall, for U.S. federal income tax purposes, be determined on a monthly basis and shall be allocated to the Members Beneficial Owners who own Investing Pool Interests Shares as of the close of the last day of the month preceding the month in which the transfer occurs, provided that, for the initial period beginning on the date hereof and ending on the last day of the month following the month in which this agreement Agreement becomes effective, such items shall be allocated to the Members Beneficial Owners who own the Investing Pool Interests Shares as of the close of the last day of the month in which such items arose; and provided further that, unless the Manager Administrative Trustee determines that another method is necessary or appropriate in the Manager’s Administrative Trustee's reasonable discretion, gain or loss on a sale or other disposition of all or a substantial portion of the assets of the Investing Pool Trust (or, in the Manager’s Administrative Trustee's sole discretion, other sales or dispositions of assets if appropriate to more accurately allocate such gain and loss to Members Beneficial Owners in a manner that corresponds to their economic gain and loss) shall be allocated to the Members Beneficial Owners who own Investing Pool Interests Shares as of the close of the day in which such gain or loss is recognized for U.S. federal income tax purposes. (iv) All such allocations are intended to constitute a reasonable method of allocation in accordance with Treasury Regulations Section 1.706-1(c)(2)(ii1.706‑1(c)(2)(ii) and to take into account a Member Beneficial Owner or Beneficial Owner’s 's varying Investing Pool Interests Shares during the taxable year of any issuance, redemption or transfer of Investing Pool Interests Shares or beneficial interests therein. Any person who is the transferee of an Investing Pool Interest Shares shall be deemed to consent to the methods of determination and allocation set forth in this Section 3.8 4 as a condition of receiving such Investing Pool InterestShares.

Tax Conventions. (a) For purposes of Sections 3.5, 3.6 and 3.7, the Manager shall cause the Investing Pool to adopt such conventions as may be necessary or appropriate in the Manager’s reasonable discretion in order to comply with applicable law, including Section 706 of the Code and the Treasury Regulations or rulings promulgated thereunder, or to allocate items of the Investing Pool’s income, gain, loss, expenses, deductions and credits in a manner that reflects Members’ Investing Pool Interests. The Manager may revise, alter or otherwise modify such conventions in accordance with the standard established in the prior sentence. (b) Unless the Manager determines that another convention is necessary or appropriate in the Manager’s reasonable discretion in order to comply with applicable law, or to allocate items of the Investing Pool’s income, gain, loss, expenses, deductions and credits in a manner that more accurately reflects Members’ Investing Pool Interests, the Investing Pool shall use the monthly convention described in this Section 3.8(b). (i) All issuances, redemptions and transfers of Investing Pool Interests or beneficial interests therein shall be deemed to take place at a price equal to the value of such Investing Pool Interest or beneficial interest therein at the end of the Business Day during the month in which the issuance, redemption or transfer takes place on which the value of an Investing Pool Interest or beneficial interest therein is lowest (such price, the “single monthly price”). Accordingly, in determining Unrealized Gain or Unrealized Loss and in making the adjustments provided for by Section 3.5(d), the fair market value of all Investing Pool property immediately prior to the issuance, redemption or transfer of Investing Pool Interests shall be deemed to be equal to the lowest value of such property (as determined under Section 3.12) during the month in which such Investing Pool Interests are issued or redeemed. In the event that the Investing Pool makes an election under Section 754 of the Code, adjustments to be made under Sections 734(b) and 743(b) of the Code will be made using the same monthly convention, including by reference to the single monthly price. (ii) All contributed property shall be deemed to be contributed at a price equal to the weighted average value of such property (as determined under Section 3.12) during the month in which such property is contributed. All purchases and sales of property, however, shall be treated as taking place at a price equal to the purchase or sales price of the property, respectively. (iii) Each item of Investing Pool income, gain, expense, loss, deduction and credit attributable to a transferred Investing Pool Interest shall, for U.S. federal income tax purposes, be determined on a monthly basis and shall be allocated to the Members who own Investing Pool Interests as of the close of the last day of the month preceding the month in which the transfer occurs, provided that, for the initial period beginning on the date hereof and ending on the last day of the month following the month in which this agreement becomes effective, such items shall be allocated to the Members who own the Investing Pool Interests as of the close of the last day of the month in which such items arose; and provided further that, unless the Manager determines that another method is necessary or appropriate in the Manager’s reasonable discretion, gain or loss on a sale or other disposition of all or a substantial portion of the assets of the Investing Pool (or, in the Manager’s sole discretion, other sales or dispositions of assets if appropriate to more accurately allocate such gain and loss to Members in a manner that corresponds to their economic gain and loss) shall be allocated to the Members who own Investing Pool Interests as of the close of the day in which such gain or loss is recognized for U.S. federal income tax purposes. (iv) All such allocations are intended to constitute a reasonable method of allocation in accordance with Treasury Regulations Section 1.706-1(c)(2)(ii) and to take into account a Member or Beneficial Owner’s varying Investing Pool Interests during the taxable year of any issuance, redemption or transfer of Investing Pool Interests or beneficial interests therein. Any person who is the transferee of an Investing Pool Interest shall be deemed to consent to the methods of determination and allocation set forth in this Section 3.8 as a condition of receiving such Investing Pool Interest.