Comparison With The Limited Partnership
          
          
               An LLC is taxed in substantially the same manner
          as a limited partnership, without the following
          disadvantages that limited partnerships have with
          regard to liability:
               1) A limited partnership must have at least one
          general partner who is liable for debts of the
          partnership, while all of the members of an LLC may be
          protected from such liability; and
               2) The participation of limited partners in the
          management of a limited partnership can result in a
          loss of limited liability protection, while such
          participation by members of an LLC will not have such
          effect, provided such management does not violate the
          applicable LLC statute.  Accordingly, a member of an
          LLC treated as a limited partnership would be able to
          "materially participate: for purposes of Section 469 of
          the Internal Revenue Code -- which limits the
          utilization of passive activity losses and credits --
          while maintaining limited liability protection.