AGP LP 519 Alpha Group Capital Paul Barrett Partnership Agreement, whether or not any income is paid out to such Partner. Such items of taxable income, deduction and loss will be required to be taken into account in the taxable year of the Partner in which the fiscal year of the Partnership ends. Under Section 7704 of the Internal Revenue Code of 1986, as amended (the "Code"), a partnership that meets the definition of a "publicly traded partnership' may be taxable as a corporation. It is expected that the Partnership will not be treated as a "publicly traded partnership.- However, even if it were considered to be publicly traded, the Partnership would be taxed as a corporation only if less than 90% of its gross income for any taxable year consisted of -qualifying income," which term includes, among other things, interest, dividends, and gains from the sale of securities. It is anticipated that 90% or more of the Partnership's income for each taxable year will be "qualifying income," and that, accordingly, even if the Partnership were considered to be publicly traded, it would still be treated as a partnership for Federal income tax purposes. If the Partnership were taxed as a corporation, the Partnership's income would be subject to corporate income tax, which would significantly reduce the retum that an investor would derive from the Partnership. The Partnership invests substantially all of its assets through a "master-feeder structure in the Master Fund, which is a Cayman Islands exempted company. Although the Master Fund will be subject to a 30% Federal withholding tax with respect to dividends and certain interest income considered to be from sources within the United States, the Partnership's share of such income should not be subject to this withholding tax. The Master Fund has elected to be treated as a partnership for Federal income tax purposes and, consequently, will not be a taxable entity for Federal income tax purposes. The Partners