Definitions of "United States Person"

"United States Person" as defined in Regulation S under the Securities Act of 1933 (the "Act") and CFTC Rule 4.7, in general, includes:

1. A natural person who is a resident of the United States; or

2. A partnership, corporation or other entity, organized or incorporated under the laws of the United States or which has its principal place of business in the United States; or

3. Any estate or trust, the income of which is subject to United States income tax regardless of source or of which any executor or administrator is a U.S. person; or

4. Any agency or branch of a foreign entity located in the United States; or

5. Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a United States Person; or

6. Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; or

7. Any partnership or corporation organized or incorporated under the laws of a foreign jurisdiction and formed by a United States Person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated and owned by accredited investors (as defined in Rule 501(a) of the Act) who are not natural persons, estates or trusts; or

8. Any entity organized principally for passive investment such as a commodity pool, investment company or other similar entity (other than a pension plan for the employees, officers or principals of an entity organized and with its principal place of business outside the United States): (1) in which United States Persons hold units of participation representing in the aggregate 10% or more of the beneficial interest in the entity, or (2) which has as a principal purpose of facilitating the investment by a United States Person in a commodity pool that with respect to which the operator is exempt from certain requirements of the CFTC by virtue of its participants being non-United States Persons.

"Non-US Based Person": IF YOU ARE NOT ONE OF THE ABOVE, THEN YOU ARE A NON-US PERSON/INVESTOR.