Private Placement Memorandum

SECTION 8

ERISA CONSIDERATIONS

TTHE FOLLOWING IS INTENDED ONLY AS A GENERAL DISCUSSION OF CERTAIN CONSIDERATIONS APPLICABLE TO BENEFIT PLANS UNDER ERISA AND THE CODE. THE PROVISIONS OF ERISA AND THE CODE ARE COMPLEX AND ARE SUBJECT TO EXTENSIVE AND CHANGING ADMINISTRATIVE AND JUDICIAL INTERPRETATION AND REVIEW. FURTHERMORE, THE APPLICABLE CONSIDERATIONS MAY VARY WITH THE PARTICULAR CIRCUMSTANCES OF AN INVESTOR. ACCORDINGLY, EACH INVESTOR SHOULD CONSULT WITH ITS OWN ADVISERS WITH RESPECT TO THE POSSIBLE ERISA AND CODE CONSEQUENCES OF INVESTING IN THE FUND.

§8.0 Overview

An investment of employee benefit plan assets in the Fund may raise issues under the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the U. S. Internal Revenue Code of 1986, as amended (the "Code"). Certain of these issues are described below. Each plan fiduciary should consult its own legal adviser concerning the considerations discussed before making an investment in the Fund.