Extract to table

B below, analysis under IRC § 721(b) is required to confirm that the Consolidated Master Fund LP does not constitute an "investment company" within the meaning of § 721(b)

C below, analysis under IRC § 367 is required to address the transfer of assets by a foreign partnership to a domestic partnership

D below, analysis under IRC § 731(c) is required to confirm that the distributed Master Fund partnership interests do not constitute "marketable securities" within the meaning of § 731(c)(2)

IRC § 723 provides that the basis of property contributed to a partnership by a partner shall be the adjusted basis of such property in the hands of the contributing partner at the time of the contribution — that is, a carryover basis

IRC § 1223(2) provides that the partnership's holding period for the contributed property shall include the period during which it was held by the contributing partner

Statutory Text IRC § 367(a)(1) provides that "[i]f, in connection with any exchange described in section 332, 351, 354, 356, or 361, a United States person transfers property to a foreign corporation, such foreign corporation shall not, for purposes of determining the extent to which gain shall be recognized on such transfer, be considered to be a corporation