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Regulation S of the United States Securities Act of 1933, as subsequently amended, defines a “U.S. Person” as: (1) any natural person resident in the United States; (2) partnerships and corporations constituted and organized under the laws in force in the United States; (3) any estate whose administrators or managers are a “U.S. Person”; (4) trusts whose trustee is a “U.S. Person”; (5) any agency, branch or subsidiary of an entity based in the United States; (6) non-discretionary accounts; (7) other similar accounts (except estates or trusts), managed or administered on a fiduciary basis for or on behalf of a “U.S. Person”; (8) partnerships and corporations if (i) constituted and organized under the laws of any foreign jurisdiction; and (ii) constituted by a “U.S. Person” with the primary objective of investing in securities not registered under the United States Securities Act of 1933, as subsequently amended, unless they are constituted or organized and owned by accredited investors (as defined in Rule 501(a) of the United States Securities Act of 1933) who are not natural persons, estates or trusts.
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