Who is a U.S. Person?

For purposes of the ICLUB Application, a “U.S. Person” is:

1. a natural person who is a U.S. citizen (even if residing outside the United States);
2. a natural person who is a resident in the United States;
3. a partnership or corporation organized or incorporated under the laws of the United
   States;
4. an estate of which any executor or manager is a U.S. Person;
5. a trust of which any trustee 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 by a dealer
   or other fiduciary organized, incorporated, or (if an individual) resident in the United
   States; or
9. a partnership or corporation if (A) organized or incorporated under the laws of any foreign
   jurisdiction and (B) formed by a U.S. Person principally for the purpose of investing in
   securities not registered under the Securities Act, unless it is organized or incorporated,
   and owned, by accredited investors (as defined in Rule 501(a)) who are not natural
   persons, estates or trusts.

Notwithstanding the foregoing to the contrary, the following are not “U.S. Persons”:

(i) a discretionary account or similar account (other than an estate or trust) held for the
benefit or account of a non-U.S. Person by a dealer or other professional fiduciary
organized, incorporated, or (if an individual) resident in the United States;
(ii) an estate of which any professional fiduciary acting as executor or manager is a U.S.
Person if (A) an executor or manager 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 (B) the estate is
governed by foreign law;
(iii) a trust of which 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 settler if the trust is revocable) is a
U.S. Person;
(iv) an employee benefit plan established and administered in accordance with the law of a
country other than the United States and customary practices and documentation of such
country;
(v) an agency or branch of a U.S. Person located outside the United States if (the agency or
branch operates for valid business reasons and (B) the agency or branch is engaged in the
business of insurance or banking and is subject to substantive insurance or banking
regulation, respectively, in the jurisdiction where located; and
(vi) the International Monetary Company, the International Bank for Reconstructions and
Development, the Inter-American Development Bank, the Asian Development Bank, the
African Development Bank, the United Nations, and their agencies, affiliates and pension
plans, and any other similar international organizations, their agencies, affiliates and
pension plans.

“United States” means the United States of America, its territories and possessions, any State of the
United States and the District of Columbia.