artnership described in Section 705(a)(2)(B) of the Code (including any expenditures treated as being described in Section 705(a)(2)(B) pursuant to Treasury Regulations under Section 704(b) of the Code) shall be treated as a deductible expense; (d) The amount of any adjustment to the Carrying Value of any Partne

artnership described in Section 705(a)(2)(B) of the Code (including any expenditures treated as being described in Section 705(a)(2)(B) pursuant to Treasury Regulations under Section 704(b) of the Code) shall be treated as a deductible expense; (d) The amount of any adjustment to the Carrying Value of any Partne

tances, such basis may be transferred to a related person, or it may be lost entirely. However, notwithstanding the foregoing, the IRS has proposed Treasury Regulations that would require the basis reduction associated with a redemption that is taxed as a distribution to be applied on a "share-by-share" basis, whic

ant to Section 4.2 shall be excluded from the determination of Net Profit or Net Loss. "Nonrecourse Deductions" shall have the meaning set forth in Treasury Regulations Sections 1.704-2(b)(1) and 1.704-2(c). "Non-Participating Partners" shall have the meaning assigned to it in Section 3.2(b). "Non-Voting Interest"

timate sentence of each of Treasury Regulations Sections 1.704-2(i)(5) and 1.704-2(g); and (b) debit such Capital Account by the items described in Treasury Regulations Sections 1.704-1(bX2)(fi)(d)(4), (5) and (6). The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisio

is reasonable, there can be no assurance that the IRS will accept the method of computation utilized by the Partnership. The IRS has released final Treasury Regulations expanding previously existing information reporting, record maintenance and investor list maintenance requirements with respect to certain "tax she

HUBUS133 Alpha Group Capital than for certain "safe harbor" modifications specified in Treasury Regulations, the determination of whether a modification is "significant" is based on all of the facts and circumstances. Therefore, it is possible that the Se

is reasonable, there can be no assurance that the IRS will accept the method of computation utilized by the Partnership. The IRS has released final Treasury Regulations expanding previously existing information reporting, record maintenance and investor list maintenance requirements with respect to certain "tax she

timate sentence of each of Treasury Regulations Sections 1.704-2(i)(5) and 1.704-2(g); and (b) debit such Capital Account by the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6). The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisi

enultimate sentence of each of Treasury Regulations Sections 1.704-2(i)(5) and 1.704-2(g); and debit such Capital Account by the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6). The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provis

nt to the Offer. This discussion is based upon the Internal Revenue C=de of 1986, as amended to the date hereof (the "Code"), existing and=proposed Treasury Regulations, administrative pronouncements and judicial decisions, changes to which could materially affect the tax consequences described her=in and could be m