RIN II • 094 Alpha Group Capital LLC "subpart F income" and investments in U.S. property of the Issuer. Among other items, and subject to certain exceptions, "subpart F income' includes dividends, interest, annuities, gains from the sale of shares and securities, certain gains from commodities transactions, certain types of insurance income and income from certain transactions with related parties. It is likely that, if the Issuer were to be treated as a CFC, predominantly all of its income would be subpart F income. U.S. Holders should consult their tax advisors regarding these special rules. If the Issuer were a CFC, for the period during which a Preferred Shareholder is a U.S. 10% Shareholder of the Issuer, such holder generally would be taxed on its pro rata share of the Issuer's subpart F income and investments in U.S. property under the rules described in the preceding paragraph and not under the PFIC rules, which are described below. A U.S. Holder that is a U.S. 10% Shareholder of the Issuer subject to the CFC rules for only a portion of the time during which it holds Preferred Shares should consult its own tax advisor regarding the interaction of the PFIC and CFC rules. Investment in a Passive Foreign Investment Company. A non-U.S. corporation will be classified as a Passive Foreign Investment Company ("PFIC") for U.S. federal income tax purposes if 75% or more of its gross income (including the pro rata share of the gross income of any subsidiary corporation in which the corporation is considered to own 25% or more of the shares by value) in a taxable year is passive income. Alternatively, a non-U.S. corporation will be classified as a PFIC if at least 50% of its assets, averaged over the year and generally determined based on fair market value (including the pro rata share of the assets of any subsidiary corporation in which the corporation is considered to own 25% or more of the shares by value) are held for the production of, or produce,