Private Placement Memorandum

SECTION 7

TAX CONSIDERATIONS

THE FOLLOWING SUMMARY DOES NOT DISCUSS ALL TAX CONSIDERATIONS THAT MAY BE RELEVANT TO PROSPECTIVE INVESTORS AND DOES, NOT CONSTITUTE LEGAL OR TAX ADVICE. THE TAX CONSIDERATIONS CONTAINED HEREIN WERE, NOT INTENDED OR WRITTEN BY THE, PRACTITIONER TO BE-USED AND CANNOT BE USED FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED BY THE IRS. THE TAX CONSIDERATIONS CONTAINED HEREIN WERE WRITTEN TO SUPPORT THE PROMOTION OF PARTICIPATION IN THE FUND. THE TAX CONSEQUENCES OF INVESTING IN THE FUND MAY VARY DEPENDING ON THE PARTICULAR INVESTOR'S STATUS. ACCORDINGLY, EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN INDEPENDENT TAX ADVISER AS TO THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF INVESTING IN THE FUND.

§7.0 Overview

The following discussion summarizes certain anticipated federal income tax consequences of investing in the Fund. The discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury regulations thereunder, Internal Revenue Service (“IRS”) positions and court decisions now in effect. All of the above authorities are subject to change (possibly retroactively) by legislative or administrative action. No rulings have been or will be requested from the IRS concerning any of the matters described in this section. No assurance can be given that these interpretations would be accepted by the IRS or followed if they became the subject of judicial or administrative proceedings. Any adjustment to any of the interpretations made by the Fund for federal income tax reporting purposes could result in the assertion of tax deficiencies against the investors.