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INSIDE THE MENDS to be filed on the basis that the Partnership is not engaged in a trade or business which generates ECI to any


Limited Partner which is a Foreign Person. The General Partner shall use its best efforts to cause the Partnership not to invest in any partnership or unincorporated entity which is engaged in a trade or business if, as a result of such investment, income from such partnership or unincorporated entity which is treated as ECI would be allocated for tax purposes to any Limited Partner which is a Foreign Person. Notwithstanding the foregoing, if income from any partnership or unincorporated entity is treated as ECI and allocated for tax purposes to any Limited Partner which is a Foreign Person, the General Partner is hereby authorized to advance on behalf of any Limited Partner which is a Foreign Person, or pay an amount equal to the amount of U.S. federal, state or local income or other tax, and any related penalties, interest or other payments, that the General Partner determines the Partnership or the General Partner is required to withhold or to pay to a taxing authority with respect to or on behalf of such Limited Partner which is a Foreign Person, and to file all necessary reports relating to such withholding or payment as may be required by law. The General Partner shall notify such Limited Partner of the amount of such advance, and such Limited Partner (whether or not it is then a Limited Partner) shall promptly pay over to the General Partner cash equal to such amount. In the event a Limited Partner fails to repay any advance under this Section 9.11, the General Partner is hereby authorized to withhold out of any distributions that would otherwise be made to such Limited Partner the amount so advanced. Any payment by a Limited Partner which is a Foreign Person hereunder shall not be treated as a Capital Contribution to the Partnership nor be taken into account in computing such Limited Partner's right to distributions under this Agreement. Each Limited Partner which is a Foreign Person shall indemnify the Partnership and the General Partner and hold each of them harmless from any liability with respect to any taxes, penalties or interest required to be withheld or paid to any taxing authority by the Partnership or the General Partner for or on behalf of such Limited Partner or with respect to such Limited Partner. 9.12 Certain ERISA Matters. If participation by benefit plans is significant within the meaning of Department of Labor regulations issued under ERISA, the General Partner shall use its best efforts to structure the 94