THE
REQUEST OF SUCH RTEA MEMBER THE MANAGER SHALL PROVIDE ANY INFORMATION NECESSARY
FOR SUCH RTEA MEMBER TO PROPERLY FILE ITS U.S. FEDERAL, STATE, LOCAL, AND
FOREIGN TAX RETURNS AND REPORTS (INCLUDING AMENDED RETURNS AND INFORMATION
RETURNS) AND ANY DISCLOSURE REQUIRED IN CONNECTION WITH THE FILING OF SUCH
RETURNS OR REPORTS IN A MANNER CONSISTENT WITH SUCH COMMENT.
(D)
WITHIN NINETY (90) DAYS AFTER THE END OF EACH FISCAL YEAR, OR AS
SOON AS REASONABLY PRACTICAL THEREAFTER, THE MANAGER SHALL PREPARE AND SEND, OR
CAUSE TO BE PREPARED AND SENT, TO EACH PERSON WHO WAS A MEMBER AT ANY TIME
DURING SUCH FISCAL YEAR COPIES OF SUCH INFORMATION AS MAY BE REQUIRED FOR U.S.
FEDERAL, STATE, LOCAL AND FOREIGN INCOME TAX REPORTING
42
PURPOSES, INCLUDING COPIES OF FORM 1065 AND SCHEDULE K-1 OR ANY SUCCESSOR FORM
OR SCHEDULE, FOR SUCH PERSON. AT ANY TIME AFTER SUCH INFORMATION HAS BEEN
PROVIDED, UPON AT LEAST FIVE (5) BUSINESS DAYS' NOTICE FROM A MEMBER, THE
MANAGER SHALL ALSO PROVIDE EACH MEMBER WITH A REASONABLE OPPORTUNITY DURING
ORDINARY BUSINESS HOURS TO REVIEW AND MAKE COPIES OF ALL WORKPAPERS RELATED TO
SUCH INFORMATION OR TO ANY RETURN PREPARED UNDER PARAGRAPH (C) ABOVE. AS SOON AS
PRACTICABLE FOLLOWING THE END OF EACH QUARTER (AND IN ANY EVENT NOT LATER THAN
THIRTY (30) DAYS AFTER THE END OF SUCH QUARTER), THE MANAGER SHALL ALSO CAUSE TO
BE PROVIDED TO EACH MEMBER AN ESTIMATE OF EACH MEMBER'S SHARE OF ALL ITEMS OF
INCOME, GAIN, LOSS, DEDUCTION AND CREDIT OF THE COMPANY FOR THE QUARTER JUST
COMPLETED AND FOR THE FISCAL YEAR TO DATE FOR FEDERAL INCOME TAX PURPOSES.
(E)
THE COMPANY INTENDS TO BE TAXABLE AS A PARTNERSHIP FOR U.S.
FEDERAL, STATE AND LOCAL INCOME TAX PURPOSES AND THE MANAGER SHALL NOT TAKE ANY
ACTION OR MAKE ANY ELECTION SO AS TO CAUSE THE COMPANY OR ANY SUBSIDIARY TREATED
AS A PARTNERSHIP OR A DISREGARDED ENTITY FOR U.S. FEDERAL INCOME TAX PURPOSES TO
NOT BE TAXABLE AS A PARTNERSHIP OR A DISREGARDED ENTITY FOR U.S. FEDERAL, STATE
AND LOCAL INCOME TAX PURPOSES.
(F)
THE MANAGER SHALL ELECT, PURSUANT TO SECTION 754 OF THE CODE, TO
ADJUST THE BASIS OF THE COMPANY'S PROPERTY, WITH RESPECT TO ITS U.S. FEDERAL
INCOME TAX RETURN FOR THE TAXABLE YEAR IN WHICH CPE FIRST PURCHASED UNITS IN THE
COMPANY AND THE MANAGER SHALL CAUSE SUCH ELECTION TO REMAIN IN EFFECT FOR EVERY
YEAR OF THE COMPANY THEREAFTER.
THE COMPANY SHALL MAKE SUCH ELECTION WITH
RESPECT TO ALL SUBSIDIARIES OF THE COMPANY THAT ARE TREATED AS PARTNERSHIPS FOR
U.S. FEDERAL INCOME TAX PURPOSES IN THE SAME YEAR THE COMPANY MAKES SUCH
ELECTION AND IF ANY SUBSIDIARY OF THE COMPANY IS TREATED AS A PARTNERSHIP FOR
U.S. FEDERAL INCOME TAX PURPOSES IN A SUBSEQUENT TAXABLE YEAR, THE COMPANY SHALL
CAUSE SUCH ELECTION TO BE MADE IN SUCH YEAR.
(G)
EXCEPT AS OTHERWISE PROVIDED HEREIN, ALL OTHER ELECTIONS REQUIRED
OR PERMITTED TO BE MADE BY THE COMPANY UNDER THE CODE (OR APPLICABLE FOREIGN,
STATE OR