General Partner will use its best efforts to arrange to have this item of cash income be included for tax purposes as gross income of, and paid to, the General Partner. If the General Partner recognizes that a prospective item of income would constitute UBTI, but if at the time of such recognition (1) the General Partner cannot legally cause this item of income to be shifted to, and included for tax purposes in the gross income of, the General Partner, or if at such time it is not reasonably practicable to do so, or (n) the General Partner, notwithstanding its best efforts, cannot arrange to have such item of income be included for tax purposes as gross income of and paid to the General Partner, then the General Partner shall provide written notice to the tax-exempt Limited Partners that such prospective item of income would constitute UBTI, and the General Partner shall provide to each tax-exempt Limited Partner such information with respect to such prospective item of income as such Limited Partner may reasonably request to enable such Limited Partner to prepare any tax return with respect thereto. The Management Fee for any period payable shall be reduced by the amount of all such cash income actually shifted to and received by the General Partner during the immediately preceding Management Fee period. Any excess of such cash income received by the General Partner over the Management Fee for any particular Management Fee penod shall be carried over to subsequent periods. The General Partner does not anticipate that the Partnership will participate in transactions that will require a substantial amount of cash income to be shifted to and received by the General Partner pursuant to the foregoing provisions of this Section 9.10. 9.11 Effectively Connected Income. The General Partner shall use its reasonable best efforts to conduct the affairs of the Partnership in a manner that does not cause any Limited Partner (or a partner of a Limited Partner) that is not a United States Person as that term is defined in Section 7701 of the Code (a Foreign Person) to have any income that is effectively connected with the conduct of trade or business within the United States as defined in Section 864 of the Code (including by reason of Section 897 of the Code) (ECI). Unless otherwise advised by its tax advisors after the purchase of a Portfolio Security, in which event the General Partner shall promptly notify the Limited Partners, the General Partner shall use its best efforts to cause the tax returns and information returns of the Partnership 93