"US Person" shall mean a person defined in Regulation S of
the US Securities Act of 1933, as amended ("Securities Act")
and thus shall include: (i) any natural person resident in the
United States; (ii) any partnership or corporation organised
or incorporated under the laws of the United States; (iii) any
estate of which any executor or administrator is a US Person;
(iv) any trust of which any trustee is a US Person; (v) any
agency or branch of a foreign entity located in the United
States; (vi) 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 US Person; (vii) any
discretionary account or similar account (other than an estate
or trust) held by a dealer or other fiduciary organised,
incorporated or (if an individual) resident in the United
States; and (viii) any partnership or corporation if: (A)
organised or incorporated under the laws of any foreign
jurisdiction; and (B) formed by a US Person principally for
the purpose of investing in securities not registered under
the Securities Act, unless it is organised or incorporated,
and owned, by accredited investors (as defined in Rule 501(a)
under the Securities Act) who are not natural persons, estates
or trusts; but shall not include (x) any discretionary account
or similar account (other than an estate or trust) held for
the benefit or account of a non-US Person by a dealer or other
professional fiduciary organised, incorporated or (if an
individual) resident in the United States; or (y) any estate
of which any professional fiduciary acting as executor or
administrator is a US Person if an executor or administrator
of the estate who is not a US Person has sole or shared
investment discretion with respect to the assets of the estate
and the estate is governed by foreign law.
"Professional Investor" shall mean a person as defined
under SECURITIES AND FUTURES (PROFESSIONAL INVESTOR) RULES,
Chapter 571D, and thus shall include: (i) any trust
corporation having been entrusted under the trust or trusts of
which it acts as a trustee with total assets of not less than
$40 million or its equivalent in any foreign currency; (ii)
any individual, either alone or with any of his associates on
a joint account, having a portfolio of not less than $8
million or its equivalent in any foreign currency; (iii) any
corporation or partnership having: (a) a portfolio of not less
than $8 million or its equivalent in any foreign currency or
(b) total assets of not less than $40 million or its
equivalent in any foreign currency; or (iv) any corporation
the sole business of which is to hold investments and which is
wholly owned by an individual who, either alone or with any of
his associates on a joint account, falls within the
description in sub-section (ii)
above.