Non-U.S. Person Certification

I. For the purpose of this representation, “non-U.S. Person” means persons other than a “U.S. Person,” defined under 17 C.F.R. § 23.23(a)(23), the U.S. Commodity Futures Trading Commission’s Interpretive Guidance and Policy Statement Regarding Compliance With Certain Swap Regulations, 78 Fed. Reg. 45292 (Jul. 26, 2013), and 17 CFR 230.902(k) as follows:

  1. Any natural person resident in the United States;

  2. A partnership, corporation, trust, investment vehicle, or other legal person organized, incorporated, or established under the laws of the United States or having its principal place of business in the United States;

    a. For purposes of this section, principal place of business means the location from which the officers, partners, or managers of the legal person primarily direct, control, and coordinate the activities of the legal person. With respect to an externally managed investment vehicle, this location is the office from which the manager of the vehicle primarily directs, controls, and coordinates the investment activities of the vehicle.

  3. An account (whether discretionary or non-discretionary) of a U.S. Person;

  4. An estate of which (x) a decedent was a resident of the United States at the time of death or (y) of which any executor or administrator is a U.S. person, unless such executor or administrator is a professional fiduciary, another executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate, and the estate is governed by foreign law;

  5. A trust of which any trustee is a U.S. person, unless any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;

  6. An agency or branch of a foreign entity located in the United States;

  7. A 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 U.S. person;

  8. A discretionary account or similar account (other than an estate or trust) held for the benefit or account of a U.S. person by a dealer or other fiduciary that is organized, incorporated, or (if an individual) resident in the United States; and

  9. A partnership or corporation if: (x) organized or incorporated under the laws of any foreign jurisdiction; and (y) formed by a U.S. person principally for the purpose of investing in securities not registered under the U.S. Securities Act of 1933 unless it is organized or incorporated, and owned, by accredited investors (as defined in 17 CFR 230.501(a)) who are not natural persons, estates, or trusts.

  10. A commodity pool, pooled account, investment fund, or other collective investment vehicle that is majority-owned by one or more U.S. Persons and is offered to U.S. Persons.

II. Additional Representations for Non-U.S. Persons:

  • We hereby represent to you as of each time we enter into a Transaction with you that, unless we have notified you to the contrary in a timely manner in writing prior to entering into such Transaction, our obligations to you in connection with the relevant Transaction ARE NOT supported by any guarantee other than a guarantee provided by a person whom you reasonably believe is not a U.S Person.