AGP LP 519 Alpha Group Capital Paul Barrett A Foreign Partner generally will not be subject to any United States Federal income tax on his share of the Partnership's capital gains to the extent that such gains are not derived from "United States real property interests" within the meaning of Section 897 of the Code (which term includes, among other things, direct interests in real property and certain securities). A Foreign Partner generally will not be subject to any United States Federal income tax on gain realized upon the sale or other disposition of his interest in the Partnership provided that the Partnership does not invest, directly or indirectly, in "United States real property interests". The Partnership and the Master Fund do not presently intend to acquire any securities which would be classified as "United States real property interests." If the Master Fund or the Partnership invests in a partnership or other pass-through entity that is engaged in a trade or business in the United States, all or a portion of a Foreign Partner's share of the Partnership's income from such investment would be treated as income 'effectively connected" with a United States trade or business and would be subject to Federal income tax at the graduated rates applicable to United States individuals or corporations, as the case may be, and, in the case of a corporate Foreign Partner, may be subject to a 30% branch profits tax. The Partnership would be required to withhold tax with respect to the Foreign Partner's share of such income each year, whether or not any income is paid out to the Foreign Partner. Further, the Foreign Partner would be required to file a Federal income tax return and would pay any additional tax due (if the Foreign Partner's tax liability exceeds the tax withheld by the Partnership) or claim a refund (if the tax withheld by the Partnership exceeds the Foreign Partner's tax liability). In addition, if the Master Fund or the Partnership i