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In the Securities Closing Agreement, paragraph 7 is not in
conflict with paragraphs 3, 6, or 8, nor is it "general, summary,
or preliminary" language. Paragraph 3 refers to petitioners'
distributive share of Securities' partnership ordinary deductions
and short-term losses for 1979 and 1980. Paragraph 6 covers
petitioners' distributive share of Securities' partnership income
to be reported as short-term or long-term capital gain for 1979,
1980 and 1985. Paragraph 8 deals with the gains, losses,
deductions, and credits of Securities as a partnership for the
years 1981 through 1985. Paragraph 7 specifically deals with any
"money or other property" petitioners received, directly or
indirectly, as a result of their investment in Securities, and
states that such money or other property "shall constitute
ordinary income in the year received." Rather than conflicting
with the other paragraphs, we find this paragraph supplements
those paragraphs and covers the guaranteed payments in issue.
Moreover, the definition of a "guaranteed payment" to a
partner supports this interpretation of the Closing Agreement. A
guaranteed payment is a payment made by a partnership to a
partner for services or for the use of capital and are considered
as made to one who is not a partner, to the extent such payments
are determined without regard to the income of the partnership.
Sec. 707(c); sec. 1.707-1(c), Income Tax Regs. For the purposes
of sections 61(a) and 162(a), guaranteed payments are not
considered part of a partner's distributive share of partnership
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