"A U.S. Person is any: natural person resident in the United States; corporation or partnership incorporated or organized in the United States (excluding an offshore branch or agency of a U.S. person that operates for a valid business reason and is engaged and regulated as an insurance company or bank); branch or agency of a foreign entity located in the United States; trust of which the trustee is a U.S. person, unless a non-U.S. person has or shared investment discretion and no beneficiary is a U.S. person; estate of which a U.S. person is the executor or administrator, unless the estate is governed by foreign law and a non-U.S. person has or shares investment discretion; non-discretionary account held for the benefit of a U.S. person; discretionary account held by a U.S. dealer or fiduciary, unless held for the benefit of a non-U.S. person; any entity organized or incorporated for the purpose of evading U.S. securities laws."

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