Vega Investment Technologies Limited

THE VEGA PLATFORM TERMS OF BUSINESS

PRELIMINARY

A. The Vega Platform (the “Platform”) is an online platform which enables investors such as yourself (“Investor(s)” “you”) to access a range of different Investments and Services. Investors are required to accept these Terms of Business (the “Terms”) and certain other third-party service agreements (the “Service Provider Client Agreements”) in order to access the Platform.

B. Vega Investment Technologies Limited (“Vega” “we” “us”) is the operator of the Platform and may perform a range of different roles, including initially arranging for the purchase, holding and disposal of the selected Investments on behalf of Investors by one or more third party Executing Brokers and/or Custodians. Initially these services will be provided by a single Custodian, Platform One Limited (“Plat-form One"). Vega has also arranged for an e-Money Firm, Modulr FS Limited (“Modulr”) to provide Investors with a Wallet into which they may subscribe cash that will be used to make Investments and into which they may receive payments arising from Investments.

C. Investments may be made into various regulated or liquid fund and fund-like investments, defined herein in as Public Fund Investments (which will typically be held through the Custodian) or unregulated or illiquid fund and fund-like investments, defined herein as Private Fund Investments) which will typically be made by directly acquiring shares in cells (“Cells”) of a Guernsey Protected Cell Company (the “Guernsey PCC”)).

D. These Terms set out the agreement between you and us in relation to three possible services (together the “Services”) that may be provided through the Platform:

execution only services (“Execution Services”) whereby you select Investments to make through the Platform and we arrange for those Investments to be bought, held and/or sold either directly or through Platform One or such other Executing Brokers or Custodians as we may select in accordance with these Terms;

advised services (“Advisory Services”) whereby we provide investment advice to you through the Platform, including where you select Investments to buy or sell through the Platform using our Execution Services in circumstances where you have relied upon investment advice provided by us to you on the Platform; and/or

portfolio management services (“Portfolio Management Services”) whereby you appoint us to act as a portfolio manager with power to select Investments on your behalf and to arrange for those Investments to be bought, held and/or sold through Platform One or such other Executing Brokers or Custodians as we may select in accordance with the terms of this Agreement.

As at the date of these Terms we are only offering Execution Services. By agreeing to these Terms you agree with us to those terms applicable to the Execution Services. By agreeing to these Terms you also agree to receive Advisory Services and Portfolio Management Services from us on the basis of the relevant modules of these Terms at such time as we confirm to you that the Execution Services and/or Portfolio Management Services are available. At such point in time the relevant modules of these Terms shall become a binding agreement between you and us that will govern any such Advisory Services and/or Portfolio Management Services as we may provide to you in accordance with your instructions thereafter. There is no binding agreement on you or us to receive or provide Advisory Services or Portfolio Management Services prior to such confirmation.

E. These Terms set out the terms and conditions on which Vega provides access to and use of the Platform by an Investor and, along with a number of other documents identified in these Terms or on the Platform’s website, represents the contractual agreement between Vega and the Investor.

F. The Investor wishes to use the Platform, has been provided with these Terms on our website and accepts them by indicating their acceptance on our website.

G. These Terms are divided into the following Sections:

The Core Terms applicable to the Execution Services and all Services

Additional Terms applicable to Portfolio Management Services

Customer Information Form

Risk Notices