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RESTRICTIONS ON OWENSHIP BY UNITED STATES PERSONS
Shares
of the Fund may not be offered or transferred to, nor
may they be owned by or for the account or benefit of
any "United States Person" as defined in the
Fund's Subscription Agreement. Each prospective investor
will be required to certify that the shares of the Fund
are not being acquired directly or indirectly for the
account or benefit of a United States Person.
Definition of "United-States person"
For
the purposes of the applicable prohibitions against
ownership and transfer of shares of the Fund, the term
"United States Person" means:
(1)
a resident or citizen of the United States;
(2) a partnership or corporation organized under the
laws of the United States;
(3)
any entity not organized under the laws of the United
States;
(a) that has its principal office or place of business
in the United States; or
(b) (i) in which citizens or residents of or entities
organized under the laws of or existing in the United
States directly or indirectly hold in the aggregate
50 percent or more of the beneficial interests; and
(ii) that will own directly or indirectly, either alone
or together with affiliated persons and with any direct
or indirect owners of 10 percent of the beneficial interests
in the entity, an aggregate of more than 2 percent of
the Fund's outstanding Class A shares; or
(c) (i) that is organized principally for passive investment
(such as an investment company, a commodity pool or
other similar vehicle); and
(ii) (A) in which the amount of units of participation
held by United States Persons (other than "qualified
eligible participants" as defined in Rule 4.7 under
the United States Commodity Exchange Act) represents
in the aggregate 10 percent or more of the beneficial
interest in the entity;
(B) that was formed for the purpose of facilitating
investment by United States persons in the Fund, or
in any other commodity pool with respect to which the
operator is exempt from certain requirements of Part
4 of the regulations promulgated by the United States
Commodity Futures Trading Commission by virtue of its
participants being non-United States Persons , or
(C) that was formed by United States Persons principally
for the purpose of investing in securities not registered
under the United States Securities Act of 1933, unless
it is formed and owned by "accredited investors"
(as defined in Rule 501 (a) under the Securities Act
of 1933) who are not natural persons, estates or trusts;
(4)
an estate or trust:
(a) of which an executor, administrator or trustee is
a United States Person, unless:
(i) an executor, administrator or trustee who is not
a United States Person has sole or shared investment
discretion with respect to the assets of the estate
or trust; and
(ii) (A) in the case of an estate, it is governed by
non-U.S. law; or
(B) in the case of a trust, no beneficiary ( and no
settler if the trust is revocable) is a United States
Person; or
(b) the income of which is subject to United States
income tax regardless of source;
(5)
any agency or branch of a foreign entity located in
the United States;
(6)
any non-discretionary account or similar account (other
than an estate or trust) held for the benefit or account
of one or more United States persons ; and
(7) any 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
of the United States, unless it is held by a dealer
or other professional fiduciary exclusively for the
benefit or account of one or more non-United States
Persons.
For
purposes of the foregoing, the term "United States"
means the United States of America, its territories
and possessions, any state of the United States, and
the District of Columbia.

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