shall use its best efforts not to cause the Partnership to be treated other than as a partnership for United States federal income tax purposes.
14.4 Income Tax Elections.
(a)
The General Partner shall have the right to make such
elections under the tax laws of the United States, the several states and other
relevant jurisdictions (including elections under §266 of the Code and § 24426
of California Revenue and Taxation Code) as to the treatment of items of
Partnership income, gain, loss, deduction and credit and as to all other
relevant matters as it believes necessary, appropnate and desirable.
(b) In its discretion, the General Partner may make or petition to revoke (as the case may be) the election referred to in Section 754 of the Code. Each Partner agrees in the event of such an election to supply promptly to the Partnership the information necessary to give effect thereto.
SECTION 15. VALUATION
The General Partner will value the Partnership's portfolio at its fair market value (as set forth below) as of the end of each Fiscal Quarter and as of the date of dissolution of the Partnership. The General Partner will also value any security being distributed in kind at its fair market value as of the Record Date. Public securities in the Partnership's portfolio will be valued at the average of the closing bid price for such securities over the period beginning 5 days immediately prior to and ending 5 days after such date of determination, as applicable (less any discount deemed appropnate by the General Partner to reflect restrictions or limitations on marketability). Pnvate secunties will be valued at contemporaneous third party transactions or at fair market value, taking into consideration relevant factors determined by the General Partner. Debt will be valued at pnncipal plus accrued interest (less any discount deemed appropnate by the General Partner to reflect detenoration in the results or prospects or financial condition of the applicable issuer). For purposes of this Agreement, determinations so made by the General Partner, if made in good faith in