Additional Jurisdiction Terms

We have updated our Terms of Service available at https://icapital.com/terms-of-service/ (the “Terms of Service”) and Privacy Policy available at https://icapital.com/privacy-policy/ (the “Privacy Policy”) to include supplemental additional terms and/or modifications to the Terms of Service and Privacy applicable in certain jurisdictions in which we operate and/or offer our services, including Financial Services.

These supplemental terms and modifications available at https://icapital.com/additional-jurisdiction-terms/ (the “Additional Jurisdiction Terms”) supplement and form a part of the Terms of Service and Privacy Policy where and as applicable. These Additional Jurisdiction Terms shall apply with respect to institutions, corporate entities and/or individuals accessing the Site from the locations/jurisdictions contemplated herein. Capitalized terms used but not defined herein shall have the meanings set forth in the Terms of Service or Privacy Policy, as applicable.

Please carefully read the applicable Additional Jurisdiction Terms prior to your access to the Site. These Additional Jurisdiction Terms may be updated from time to time as we add additional jurisdictions to our offerings, amend practices with respect to our services and/or the account for changes in applicable law.

TABLE OF CONTENTS

I. Abu Dhabi Global Market
II. Bahrain
III. Canada
IV. Dubai
V. France
VI. Hong Kong
VII. Korea
VIII. Kuwait
IX. Oman
X. Qatar
XI. Saudi Arabia
XII. Singapore
XIII. Thailand
XIV. United Arab Emirates

I. ABU DHABI GLOBAL MARKET TERMS OF SERVICE ADDENDUM

Last Updated: March 25, 2024

These Additional Jurisdiction Terms shall apply with respect to persons licensed by the Abu Dhabi Global Market (“ADGM”) Financial Services Regulatory Authority (“FSRA”) to carry out regulated activities in the ADGM (the “Authorized Persons”) accessing the Site from the locations/jurisdictions contemplated herein. Capitalized terms used but not defined herein shall have the meanings set forth in the Terms of Service, noting that the reference to the term “Users”, in the context of these Additional Jurisdiction Terms, include Authorized Persons.

This ADGM Terms of Service Addendum (“Terms”) are Supplemental Terms to our Terms of Service and Privacy Policy and are applicable to Authorized Persons accessing the Site from ADGM. In the event of a conflict between these Terms and any other terms, guidelines or rules that apply to any specific portion of Financial Services, these Terms shall supersede and control with respect to such conflict. We reserve the right to change the Terms at any time without notice. If you use the Site after the amended Terms have been published, you will be deemed to have agreed to the Terms, as amended.

The relevant section of the Site relating to certain investment funds (including their respective sub-funds) is an alternative investment platform operated by iCapital Network AG (“iCapital AG”) and hosted by Institutional Capital Network, Inc. (together with its affiliates and subsidiaries, the “Site Provider”) on behalf of iCapital AG. The Site Provider (including its affiliates) owns (as the case may be), licenses and hosts certain websites, applications and platforms, including the Site.

Some of the provisions of these Terms are for the benefit of iCapital AG. Your use of the Site might also be subject to certain additional terms of use required by iCapital AG, and you agree that your use and access to the Site will also be governed by such terms.

With the exception of (i) any terms specifically relating to the Site which Site Provider requires you to agree to and/or accept in order to access and/or use the Site or which are accessible from a hyperlink on the Site, (ii) any terms which iCapital AG requires you to agree to and/or accept in order to access and/or use the Site, and (iii) the relevant privacy notices or policies of the Site Provider, these Terms, including any addenda or Supplemental Terms hereto, as applicable, constitute the entire agreement between (x) the User and (y) iCapital AG and/or the Site Provider with respect to the Site, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the User and iCapital (and/or the Site Provider, where applicable) with respect to the Site. Other than as set out above, any terms of service or terms of use regarding the wider icapital.com website not referring to iCapital AG do not constitute part of User’s agreement with iCapital AG or the Site Provider with respect to this Site.

By accessing this Site, you represent and warrant to us that you are incorporated / established in the ADGM, as an “Authorized Person” (as defined in the FSRA Financial Services and Markets Regulations 2015, as amended).

The Site and Financial Services

1.1 Financial Services. The Financial Services we offer allow Authorized Persons in relation to non-ADGM funds (each a “Relevant Fund”), to review information on privately offered non-ADGM funds for the purpose of assessing the suitability of such Foreign Funds in order to promote such funds in the ADGM, to submit subscription application and retrieve subscription documents for and on behalf of potential and existing investors who are Eligible Investors, and to receive reporting with respect to those investments. For the purposes of these Terms, an “Eligible Investor” is an investor that is (a) eligible for an investment in the Relevant Fund under the private placement memorandum, prospectus or offering circular, any supplements thereto, the limited partnership agreement or articles of incorporation (as applicable), subscription agreement and other fund documents of that Relevant Fund, and (b) whose participation in the Relevant Fund (and any marketing, promotion or distribution of Relevant Fund interests to such person) can lawfully be made under the Applicable Laws, including FSRA Fund Rules, in each case a “Professional Client” as defined under Rule 2.4 of FSRA’s Conduct of Business Rulebook.

1.2 Role of the Site Provider. The Site Provider, on behalf of iCapital AG, provides technical support to Users only and is not authorized or regulated in Abu Dhabi Global Market for the purposes of providing the Site. iCapital is not providing any investment service or carrying on any regulated activity for which a license or a financial services permission is required in ADGM. Nothing in these Terms shall infer or create a client relationship between a User and the Site Provider. For the avoidance of doubt, to the extent any subscription documentation is uploaded, sent and/or transmitted for purposes of these Terms.

Other Representations, Warranties and Covenants

User hereby represents, warrants and covenants to iCapital AG and the Site Provider as follows:

(i) User’s use of or access to the Site will not require iCapital to be authorized or regulated under any Applicable Law, including the FSRA Financial Services and Market Regulations 2015, as amended;

(ii) User will act in conformity with the Relevant Fund’s private placement memorandum, prospectus or offering circular, any supplements thereto, the articles of incorporation, limited partnership agreement or other applicable constituent documents of the Relevant Fund, the subscription agreement and all other Applicable Laws to the relevant User’s use of the Site, including any investment restrictions, guidelines, mandates to which it and/or its clients or principals are subject; and

(iii) Where User is accessing the Site in its capacity as a distributor of a Relevant Fund, such User shall:

a. ensure that it is duly authorized and licensed in the ADGM, as an Authorized Fund Manager (as defined in FSRA’s Glossary) or other Authorized Person under FSRA’s Financial Services and Markets Regulations for acting as a promoter / distributor of a Relevant Fund and access the Site in connection thereto;
b. maintain such books and records as are required by Applicable Law, including the Fund Rules in connection with the Relevant Fund it promotes / distributes and these Terms;

c. make all disclosures that are required by Applicable Law, including the Fund Rules in connection with the Relevant Fund it promotes / distributes and these Terms;

d. ensure that it does not offer units in the Relevant Fund to a Retail Client (as defined in Rule 2.3 of the FSRA Conduct of Business Rulebook); and

e. ensure compliance with FSRA Fund Rules, when offering units in a Relevant Fund to potential or existing investors, including compliance of rules in connection with availability and location of prospectus, mandatory disclosures in prospectus, suitability assessment and record keeping.

Securities Products

3.1. Advisor or Fiduciary. Unless explicitly agreed otherwise in writing, iCapital is not by virtue of making the information contained on the Site available to you or facilitating such arrangements (respectively), acting as your advisor or fiduciary. The Site is provided to you solely on the basis that you are an Authorized Person.

Geographic Restrictions

The Site is issued by iCapital AG. The Site Provider hosts the Site on behalf of iCapital AG. The contents of the Site have not been reviewed by the FSRA or the ADGM Registration Authority. The information contained in this Site does not constitute a distribution, an offer to buy or sell any interests in the Relevant Fund or the solicitation of any offer to buy or sell any interests in the Relevant Fund, or engage in the investment management services or investment advisory services in any jurisdiction in which the distribution or offer is not authorized or would be contrary to local laws or regulations. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside of ADGM, you do so on your own initiative and are responsible for compliance with any applicable laws and regulations.

The FSRA accepts no responsibility for reviewing or verifying any information or documents in connection with any fund. The units in Fund to which this Site relates may be illiquid and/or subject to restrictions on their resale. You should conduct your own due diligence in this regard. If you do not understand the contents of any document (including any information) in connection to any Fund you should consult an authorized financial adviser.

Amendments to the Data Processing Addendum

The following shall amend the Data Processing Addendum (the “DPA”) with respect to Authorized Persons accessing the Site from ADGM.

5.1 Definitions

(i) The definition of “Data Protection Laws” definition is hereby amended to add reference to “the Abu Dhabi Global Market Data Protection Regulations 2021 (“ADGM Data Protection Regulations”).

(ii) The definition of “Restricted Transfer” definition is hereby amended to add the following subclause: “where the ADGM Data Protection Regulation applies, a transfer of Personal Data to a jurisdiction outside Abu Dhabi Global Market.

(iii) The definition of “Third Country” is hereby amended to add the following subclause: “if the entity transferring personal data is established or controlling personal data in Abu Dhabi Global Market, a jurisdiction outside Abu Dhabi Global Market.

5.2. Cross-Border Data Transfers

(i) The second sentence of Section 6 and the Section entitled “Onward Transfers” are hereby amended to add “Abu Dhabi Global Market” to the lists of named countries/regions.

(ii) A new subsection of Section 6 is hereby added that should read as follows:

Abu Dhabi Global Market Transfer. In the event Authorized Person exports to iCapital any Personal Data from the ADGM, the Parties shall comply with the ADGM Data Protection Regulations, provided that the ADGM Data Protection Regulations shall be supplemented and completed, as appropriate, with the data processing descriptions and Party responsibilities, clause options, and similar criteria set forth in Section 6.1 herein and the annexes attached hereto. For the purposes of supplementing and completing the ADGM Data Protection Regulations, the Parties agree that any dispensation with the adopted format shall not adversely affect the appropriateness of the safeguards provided therein. In the event that the version of the ADGM Data Protection Regulations incorporated by this DPA is subsequently varied, revoked or otherwise replaced in circumstances where iCapital AG expects to incur consequential increases in costs or risk and provided that iCapital AG has undertaken reasonable efforts to mitigate any such increases, then iCapital AG may terminate its agreement with Authorized Person, upon providing reasonable notice of the same to such Authorized Person in writing.

II. BAHRAIN TERMS OF SERVICE ADDENDUM

Last Updated: March 25, 2024

These Additional Jurisdiction Terms shall apply with respect to persons licensed by the Central Bank of Bahrain to market funds to Accredited Investors (as defined below) in the Kingdom of Bahrain (“Bahrain”) (the “Authorised Persons”) accessing the Site from the locations/jurisdictions contemplated herein. Capitalized terms used but not defined herein shall have the meanings set forth in the Terms of Service, in addition the reference to the term “Users”, in the context of these Additional Jurisdiction Terms includes Authorised Persons.

This Bahrain Terms of Service Addendum (“Terms”) are Supplemental Terms to our Terms of Service and Privacy Policy and are applicable to Authorised Persons accessing the Site from Bahrain. In the event of a conflict between these Terms and any other terms, guidelines or rules that apply to any specific portion of Financial Services, these Terms shall supersede and control with respect to such conflict. We reserve the right to change the Terms at any time without notice. If you use the Site after the amended Terms have been published, you will be deemed to have agreed to the Terms, as amended.

Some of the provisions of these Terms are for the benefit of the Site Provider. Your use of the Site might also be subject to certain additional terms of use required by the Site Provider, and you agree that your use and access to the Site will also be governed by such terms.

With the exception of (i) any terms specifically relating to the Site which Site Provider requires you to agree to and/or accept in order to access and/or use the Site or which are accessible from a hyperlink on the Site, (ii) any terms which iCapital AG requires you to agree to and/or accept in order to access and/or use the Site, and (iii) the relevant privacy notices or policies of the Site Provider, these Terms, including any addenda or Supplemental Terms hereto, as applicable, constitute the entire agreement between (x) the User and (y) iCapital AG and/or the Site Provider with respect to the Site, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the User and iCapital AG and/or the Site Provider with respect to the Site. Other than as set out above, any terms of service or terms of use regarding the wider icapital.com website not referring to iCapital AG do not constitute part of User’s agreement with iCapital AG or the Site Provider with respect to this Site.

By accessing this Site, you represent and warrant to us that you are incorporated/established in Bahrain and are an Authorised Person who is duly licensed to market funds to Accredited Investor (as defined in the Volume 7 (Collective Investment Undertakings) of the Central Bank of Bahrain rulebook).

The Site and Financial Services

1.1 Financial Services. The Financial Services we offer allow potential and existing investors who are Authorised Persons in relation to funds not listed on Bahrain Bourse (Bahrain Stock Exchange) such funds (each a “Relevant Fund”), to review information on privately offered funds (not listed on Bahrain Bourse (Bahrain Stock Exchange)), to submit subscription application and retrieve subscription documents for and on behalf of potential and existing Accredited Investors, and to receive reporting with respect to those investments. For the purposes of these Terms, an “Authorised Person” is an investor that is (a) eligible for an investment in the Relevant Fund under the private placement memorandum, prospectus or offering circular, any supplements thereto, the limited partnership agreement or articles of incorporation (as applicable), subscription agreement and other fund documents of that Relevant Fund, and (b) whose participation in the Relevant Fund (and any marketing, promotion or distribution of Relevant Fund interests to such person) can lawfully be made under the Applicable Laws of the investor’s jurisdiction and will not subject the Relevant Fund or iCapital AG or any entity associated with iCapital AG to, or require any Relevant Fund or iCapital AG or any entity associated with iCapital AG to make or undertake any additional registration, notification, filing (or similar) obligations in addition to those the Relevant Fund, iCapital and/or any entity associated with iCapital AG as applicable has made which are valid at the relevant time.

1.2 Role of iCapital. iCapital provides technical support to Users only and (a) does not operate; and (b) is not authorized or regulated in Bahrain for the purposes of providing the Site. iCapital is not providing any investment service or carrying on any regulated activity for which a license is required in Bahrain. Nothing in these Terms shall infer or create a client relationship between a User and iCapital. For the avoidance of doubt, to the extent any subscription documentation is uploaded, sent and/or transmitted for purposes of these Terms.

Other Representations, Warranties and Covenants

User hereby represents, warrants and covenants to iCapital AG and the Site Provider as follows:

(i) User’s use of or access to the Site will not require Site Provider to be authorized or regulated under any Applicable Law, including the Law No. 64 of 2006 promulgating the Central bank of Bahrain and Financial Institutions Law, as amended;

(iii) Where User is accessing the Site in its capacity as a distributor of a Relevant Fund, such User shall maintain such books and records as are required by Applicable Law in connection with these Terms and make all disclosures that are required by Applicable Law in connection with these Terms;

(iv) the User shall disclose to iCapital AG and/or the Site Provider any existing or potential conflicts of interest that may arise from having access to the Site or if such access is not permitted by the laws and regulations of Bahrain. If such access is not permitted by the laws and regulations of Bahrain, the User shall take all the necessary steps to stop such access and ensure compliance;

(v) the User shall, at all times, obtain and maintain all necessary licenses, authorisations and approvals from the relevant regulatory authorities in Bahrain;

(vii) the User shall ensure that it does not offer and market the fund to any investor that does not constitute an Accredited Investor; and

(vi) The User undertakes to indemnify and hold harmless iCapital AG and the Site Provider from and against any and all losses, damages, liabilities, costs and expenses (including legal fees) arising from or in connection with any breach of its obligations under this agreement or the applicable laws and regulations, or any negligence, misconduct or fraud on its part.

Securities Products

3.1. Advisor or Fiduciary. Unless explicitly agreed otherwise in writing, neither iCapital AG or the Site Provider is, not by virtue of making the information contained on the Site available to you or facilitating such arrangements (respectively), acting as your advisor or fiduciary. The Site is provided to you solely on the basis that you have the capability to independently evaluate risk and will exercise independent judgment in evaluating investment decisions. Your investment decisions will be based on your own independent assessment of the opportunities and risks presented by a potential investment, market factors and other investment considerations.

Geographic Restrictions

The Site is issued by iCapital AG. The Site Provider hosts the Site on behalf of iCapital AG for intended use by the Accredited Investors. The contents of the Site have not been reviewed, licensed or approved by the Central Bank of Bahrain, the Ministry of Industry and Commerce or the Bahrain Bourse. We make no claims that the Site or any of its content is accessible or appropriate outside of Bahrain. The information contained in this Site does not constitute a distribution, an offer to buy or sell any interests in the Relevant Fund or the solicitation of any offer to buy or sell any interests in the Relevant Fund, or engage in the investment management services or investment advisory services in any jurisdiction in which the distribution or offer is not authorized or would be contrary to local laws or regulations.

Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from inside/outside of Bahrain, you do so on your own initiative and are responsible for compliance with any applicable laws and regulations.

Recourse may be limited or difficult and may have to be pursued in a jurisdiction outside Bahrain.

Amendments to the Data Protection Addendum

The following shall amend the Data Protection Addendum (the “DPA”) with respect to institutions, corporate entities and/or individuals accessing the Site from Bahrain.

5.1 Definitions

(i) The definition of “Data Protection Laws” definition is hereby amended to add reference to “Law No. 30 of 2018 promulgating the Personal Data Protection Law (“PDPL”).”

(ii) The definition of “Restricted Transfer” definition is hereby amended to add the following subclause: “where the PDPL applies, a transfer of Personal Data of a person to a country outside Bahrain.”

(iii) The definition of “Third Country” is hereby amended to add the following subclause: “If the entity transferring personal data is established or controlling personal data in Bahrain, a jurisdiction outside Bahrain.”

5.2. Cross-Border Data Transfers

(i) The second sentence of Section 6 and the Section entitled “Onward Transfers” are hereby amended to add “Bahrain” to the lists of named countries/regions.

(ii) A new subsection of Section 6 is hereby added that should read as follows:

Bahrain Transfer. In the event Financial Professional exports to iCapital AG and/or the Site Provider any Personal Data from Bahrain to any Third Country, the Financial Professional exports must take appropriate steps to ensure compliance with the controls and procedures specified by the regulations promulgated under the PDPL, including (if required) obtaining the consent of the relevant person whose Personal Data is being exported.

Contact us

iCapital AG is a legal entity incorporated under the laws of Switzerland.

If you have any questions in relation to any Relevant Fund, please contact your iCapital AG salesperson representative or send an email to [email protected].

For complaint related matters, please send an email to [email protected] or send a mail to:

Complaint Officer
iCapital Network AG
Bahnhofstrasse 18
8001 Zurich
Switzerland

III. CANADA TERMS OF SERVICE ADDENDUM

Last Updated: March 25, 2024

This Canada Terms of Service Addendum (“Terms”) are Supplemental Terms to our Terms of Service and Privacy Policy and are applicable to any institutions, corporate entities and/or individuals accessing the Site from anywhere that are headquartered in, or residents of, Canada. In the event of a conflict between these Terms and any other terms, guidelines or rules that apply to any specific portion of Financial Services, these Terms shall supersede and control with respect to such conflict. Any capitalized terms not defined herein shall have the meaning provided in the Terms of Service. We reserve the right to change the Terms at any time without notice. If You use the Site after the amended Terms have been published, You will be deemed to have agreed to the Terms, as amended.

The relevant section of the Site relating to certain investment funds (each a “Fund”) is an alternative investment platform operated by iCapital Network Canada Ltd. (“iCapital Canada”) and hosted by Institutional Capital Network, Inc. (together with its affiliates and subsidiaries, the “Site Provider”) on behalf of iCapital Canada. The Site Provider (including its affiliates) owns (as the case may be), licenses and hosts certain websites, applications and platforms, including the Site.

Some of the provisions of these Terms are for the benefit of the Site Provider. Your use of the Site might also be subject to certain additional terms of use required by the Site Provider, and You agree that Your use and access to the Site will also be governed by such terms.

With the exception of (i) any terms specifically relating to the Site which the Site Provider requires You to agree to and/or accept in order to access and/or use the Site or that are accessible from a hyperlink on the Site, (ii) any terms that iCapital Canada requires You to agree to and/or accept in order to access and/or use the Site, and (iii) the relevant privacy notices or policies of the Site Provider, these Terms, including any addenda or Supplemental Terms hereto, as applicable, constitute the entire agreement between (x) You and (y) iCapital Canada and/or the Site Provider with respect to the Site, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between You and iCapital Canada (and/or the Site Provider, where applicable) with respect to the Site. Other than as set out above, any terms of service or terms of use regarding the wider icapital.com website not referring to iCapital Canada do not constitute part of Your agreement with iCapital Canada or the Site Provider with respect to this Site.

By accessing this Site, you represent and warrant to us that you are a securities dealer or adviser that is registered with the securities regulatory authorities of one or more provinces or territories of Canada, that any person accessing the Site on Your behalf is one of your registered dealing or advising representatives, and that each of your clients that indirectly buys or sells securities or other interests of any of the Funds through the Site is either a “permitted client” or an “accredited investor”, as such terms are defined in the securities legislation of the province or territory where such client is resident.

The Site and Financial Services

1.1 Financial Services. The Financial Services we offer allow dealers registered in one or more provinces or territories of Canada, on behalf of potential and existing investors who are Eligible Investors, in relation to the Funds (each a “Relevant Fund”) to review information and disclosure documents on privately offered Funds, to submit subscription applications and retrieve subscription documents, and to receive reporting with respect to those investments. For the purposes of these Terms, an “Eligible Investor” is an investor that is (a) eligible for an investment in the Relevant Fund under the private placement memorandum, any supplements thereto, the declaration of trust, trust agreement, limited partnership agreement or articles of incorporation (as applicable), subscription agreement and other fund documents of that Relevant Fund, and (b) whose participation in the Relevant Fund (and any marketing, promotion or distribution of Relevant Fund interests to such person) can lawfully be made under the Applicable Laws of the investor’s jurisdiction and will not subject the Relevant Fund or iCapital Canada or any entity associated with iCapital Canada to, or require any Relevant Fund or iCapital Canada or any entity associated with iCapital Canada to make or undertake, any additional registration, notification, filing (or similar) obligations in addition to those that the Relevant Fund, iCapital Canada and/or any entity associated with iCapital Canada, as applicable, has made that are valid at the relevant time.

1.2 Not a Regulated Marketplace or ATS. You acknowledge and agree that the Site is not subject to any of the laws or regulations applicable to securities marketplaces or to alternative trading systems in Canada or elsewhere.

1.3 Role of the Site Provider. iCapital Canada has subcontracted or will subcontract parts of the services provided hereunder to the Site Provider, including the development, operation and maintenance of the Site. The Site is an auxiliary communications infrastructure system used for the purposes of storing information on certain privately offered investment funds and is hosted by the Site Provider on behalf of iCapital Canada. The Site Provider, on behalf of iCapital Canada, provides technical support to You only and is not authorized or regulated in Canada for the purposes of providing the Site. The Site Provider is not providing any investment service or carrying on any regulated activity for which a license is required in Canada. Nothing in these Terms shall infer or create a client relationship between You and the Site Provider.

1.4 Do Not Provide Advice. The Site, including the Content, has been prepared for informational purposes only without regard to any particular user’s or Your clients’ investment objectives, financial situation, or means, and we are not soliciting or recommending that You or Your clients take any action based upon it. The Site, including the Content, is not to be construed as a recommendation to buy or sell any security, or otherwise to participate in any particular trading strategy. We do not provide, and nothing contained on or generated by the Site should be construed to be, business, financial, investment, hedging, trading, legal, regulatory, tax, accounting or any other form of advice.

1.5 Privacy Notice. Your use of the Site is subject to the Privacy Policy, as supplemented by the Canada Privacy Policy Addendum at the end of these Terms. Please review the Privacy Policy, as so supplemented, which also governs the Site and informs You of the data collection practices. The Privacy Policy is available at https://icapital.com/privacy-policy/. You expressly permit iCapital Canada to share any information You provide to iCapital Canada with the Site Provider in connection with the provision of the services provided hereunder and for the purposes of management and operation of the Site by the Site Provider, the whole in accordance with the Privacy Policy.

Other Representations, Warranties and Covenants

You hereby represent, warrant and covenant to iCapital Canada and the Site Provider as follows:

(i) Your use of or access to the Site will not require the Site Provider to be authorized or regulated under any Applicable Law;

(ii) You will act in conformity with the Relevant Fund’s private placement memorandum, any supplements thereto, the declaration of trust, trust agreement, limited partnership agreement, articles of incorporation or other applicable constituent documents of the Relevant Fund, the subscription agreement and all other Applicable Laws applicable to Your use of the Site, including any investment restrictions, guidelines, mandates to which You and/or Your clients are subject; and

(iii) You will maintain such books and records, and will make all disclosures, as are required by Applicable Law in connection with these Terms.

Securities Products

Unless explicitly agreed otherwise in writing, neither iCapital Canada nor the Site Provider is, by virtue of making the information contained on the Site available to You or facilitating such arrangements (respectively), acting as Your advisor or fiduciary. The Site is provided to You solely on the basis that You have the capability to independently evaluate risk and will exercise independent judgment in evaluating investment decisions. Your investment decisions will be based on Your own independent assessment of the opportunities and risks presented by a potential investment, market factors and other investment considerations.

Geographic Restrictions

The Site is issued by iCapital Canada. The Site Provider hosts the Site on behalf of iCapital Canada for intended use by residents of Canada. The contents of the Site have not been reviewed by the Canadian provincial securities regulatory authorities. We make no claims that the Site or any of its content is accessible or appropriate outside of Canada. The information contained in the Site does not constitute a distribution, an offer to buy or sell any securities or other interests in the Relevant Fund or the solicitation of any offer to buy or sell any securities or other interests in the Relevant Fund, or engage in the investment management services or investment advisory services in any jurisdiction in which the distribution or offer is not authorized or would be contrary to local laws or regulations. Access to the Site may not be legal by certain persons or in certain countries. If You access the Site from outside of Canada, You do so on Your own initiative and are responsible for compliance with any applicable laws and regulations.

Amendments to the Data Processing Addendum

Except for section 3.3, the Data Protection Addendum applies to Financial Professionals that are headquartered in, or residents of, Canada. For greater certainty, “Data Protection Law” in the Data Processing Addendum shall also include applicable Canadian data protection laws, including the federal Personal Information Protection and Electronic Documents Act (S.C. 2000, c. 5) and Quebec’s Act respecting the protection of personal information in the private sector, R.S.Q., c.P-39.1. “Data Controller” shall designate any of the Parties that has Personal Data under its control and “Data Processor” shall designate the Party who processes Personal Data on behalf of the other.

Contact us

iCapital Canada is a legal entity incorporated under the federal laws of Canada.

If you have any questions in relation to any Relevant Fund, please contact iCapital Canada by sending an email to [email protected].

For complaint related matters, please send an email to [email protected] or send a letter by mail to:

Complaint Officer
iCapital Network Canada Ltd.
333 Bay Street
Suite 830
Bay Adelaide Centre, West Tower
Toronto, ON M5H 2R2

Canada Privacy Policy Addendum

This Canada Privacy Policy Addendum applies if you reside in Canada. It supplements the information contained in the iCapital Privacy Policy (“Privacy Policy”). In the event of any conflict or inconsistency between the Privacy Policy and this Addendum, this Addendum shall supersede and control with respect to such conflict if you reside in Canada.

How We Use Your Personal Information: We only use your personal information for the purposes disclosed in section 3 of the Privacy Policy or as permitted by applicable law. We may also aggregate any information collected through our Services so that such information can no longer be linked to you or your device. We may use such aggregated information for any purpose, including without limitation for research and marketing purposes, and may also share such data with any third parties, including advertisers, partners, and sponsors.

Transfer Outside Your Jurisdiction. We and our service providers may access, store and otherwise process personal information outside of Canada (and, for residents of Quebec, outside of Quebec), including in the United States and other foreign jurisdictions where we or our service providers are located. Please note that organizations based outside of Canada may not be subject to privacy laws that provide you with the same rights and protections as in Canada. As a result, when your personal information is used or stored in a jurisdiction other than where you are residing, it may be subject to the law of this foreign jurisdiction, including any law permitting or requiring disclosure of the information to the government, government agencies, courts and law enforcement in that jurisdiction.

Data Governance and policies: We also implemented a comprehensive set of policies and practices to protect your personal information. These measures take into account the volume, sensitivity, intended use, and format of the information, and generally include the following:

A privacy framework governing the protection of personal information throughout its lifecycle. This framework defines, among other things, the roles and responsibilities of iCapital’s personnel, provides a process for handling privacy complaints, and addresses the retention and destruction of personal information;
Other internal policies and procedures that define the roles and responsibilities of iCapital’s personnel throughout the information life cycle and limit their access to such information on a “need-to-know” basis;
When information is collected or stored in electronic format, technical safeguards such as encryption, firewalls, passwords, antivirus software and similar measures;
A designated Privacy Officer to monitor compliance with applicable data protection laws; and
Employee privacy and data security training.

IV. DUBAI INTERNATIONAL FINANCIAL CENTRE TERMS OF SERVICE ADDENDUM

Last Updated: March 25, 2024

This Terms of Service Addendum (“Terms”) in relation to the Dubai International Financial Centre (“DIFC”) are Supplemental Terms to our Terms of Service and Privacy Policy and are applicable to any institutions, corporate entities and/or individuals accessing the Site in and from the DIFC. In the event of a conflict between these Terms and any other terms, guidelines or rules that apply to any specific portion of Financial Services, these Terms shall supersede and control with respect to such conflict. Any capitalized terms not defined herein shall have the meaning provided in the Terms of Service. We reserve the right to change the Terms at any time without notice. If you use the Site after the amended Terms have been published, you will be deemed to have agreed to the Terms, as amended.

The relevant section of the Site relating to certain investment funds (including their respective sub-funds) (each a “Fund”) is an alternative investment platform operated by iCapital Network AG (“iCapital AG”) and hosted by Institutional Capital Network, Inc. (together with its affiliates and subsidiaries, the “Site Provider”) on behalf of iCapital AG. The Site Provider (including its affiliates) owns (as the case may be), licenses and hosts certain websites, applications and platforms, including the Site.

With the exception of (i) any terms specifically relating to the Site which the Site Provider requires you to agree to and/or accept in order to access and/or use the Site or which are accessible from a hyperlink on the Site, (ii) any terms which iCapital AG requires you to agree to and/or accept in order to access and/or use the Site, and (iii) the relevant privacy notices or policies of the Site Provider, these Terms, including any addenda or Supplemental Terms hereto, as applicable, constitute the entire agreement between (x) the User and (y) iCapital AG and/or the Site Provider with respect to the Site, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the User and iCapital AG (and/or the Site Provider, where applicable) with respect to the Site. Other than as set out above, any terms of service or terms of use regarding the wider icapital.com website not referring to iCapital do not constitute part of User’s agreement with iCapital AG or the Site Provider with respect to this Site.

By accessing this Site, you represent and warrant to us that you are incorporated/established in the Dubai International Financial Centre, and you are authorized and regulated by the Dubai Financial Services Authority (“DFSA”) to provide financial services activities to Professional Clients or Market Counterparty (as defined in the Conduct of Business Module of the DFSA Rulebook). Access to this Site is granted solely for the User’s view-only purposes and by accessing the Site, you acknowledge and agree that you are not permitted to distribute, communicate, or offer any materials found on this Site to your investors for marketing or promotional purposes.

The Site and Financial Services

1.1 Financial Services. The Financial Services we offer allow potential and existing investors who are Eligible Investors in relation to such funds (each a “Relevant Fund”), to review information on privately offered funds, to submit subscription application and retrieve subscription documents, and to receive reporting with respect to those investments. For the purposes of these Terms, an “Eligible Investor” is an investor that is (a) eligible for an investment in the Relevant Fund under the private placement memorandum, prospectus or offering circular, any supplements thereto, the limited partnership agreement or articles of incorporation (as applicable), subscription agreement and other fund documents of that Relevant Fund, and (b) whose participation in the Relevant Fund (and any marketing, promotion or distribution of Relevant Fund interests to such person) can lawfully be made under the Applicable Laws of the investor’s jurisdiction and will not subject the Relevant Fund or iCapital AG or any entity associated with iCapital AG to, or require any Relevant Fund or iCapital AG or any entity associated with iCapital AG to make or undertake any additional registration, notification, filing (or similar) obligations in addition to those the Relevant Fund, iCapital AG and/or any entity associated with iCapital AG as applicable has made which are valid at the relevant time.

1.2 Role of the Site Provider. iCapital AG has subcontracted or will subcontract parts of the services provided hereunder to the Site Provider, including the development, operation and maintenance of the Site. The Site is an auxiliary communications infrastructure system used for the purposes of storing information on certain privately offered investment funds and is hosted by the Site Provider on behalf of iCapital AG. The Site Provider, on behalf of iCapital AG, provides technical support to Users only and is not authorized or regulated in Abu Dhabi Global Market for the purposes of providing the Site. The Site Provider is not providing any investment service or carrying on any regulated activity for which a license is required in Abu Dhabi Global Market. Nothing in these Terms shall infer or create a client relationship between a User and the Site Provider. For the avoidance of doubt, to the extent any subscription documentation is uploaded, sent and/or transmitted for purposes of these Terms.

Other Representations, Warranties and Covenants

User hereby represents, warrants and covenants to iCapital AG and the Site Provider as follows:

(i) User’s use of or access to the Site will not require the Site Provider to be authorized or regulated under any Applicable Law;

(ii) User’s access to the Site is for viewing and information purposes only and the User does not intend to communicate the content of this Site to an investor or distribute the marketing materials in relation to the Relevant Fund;

(iii) Access to the Relevant Fund’s private placement memorandum, prospectus or offering circular, any supplements thereto, the articles of incorporation, limited partnership agreement or other applicable constituent documents are for the User’s information only.

(iv) The User is not accessing the Site in its capacity as a distributor of a Relevant Fund and may make an offer of a unit of the Relevant Fund where all the following conditions are met:

The User is appointed by iCapital AG or the Site Provider as the promoter of the Relevant Funds in the DIFC;
The User has satisfied itself on reasonable grounds that the Relevant Fund meets the DFSA Foreign Fund criteria as defined under the DFSA Collective Investment Rules;
The User ensures that the Relevant Fund’s prospectus and other marketing materials are in compliance with the disclosure requirements applicable in the DIFC; and
User will act in conformity with the applicable laws in the DIFC in relation to marketing and promotion of the Relevant Funds

Securities Products

Geographic Restrictions

The Site is issued by iCapital AG. The Site Provider hosts the Site on behalf of iCapital AG. The contents of the Site have not been reviewed by the Dubai Financial Services Authority or any other authorities in the DIFC. The information contained in this Site does not constitute a distribution, an offer to buy or sell any interests in the Relevant Fund or the solicitation of any offer to buy or sell any interests in the Relevant Fund, or engage in the investment management services or investment advisory services in any jurisdiction in which the distribution or offer is not authorized or would be contrary to local laws or regulations. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from DIFC, you do so on your own initiative and are responsible for compliance with any applicable laws and regulations.

The DFSA has no responsibility for reviewing or verifying any information or documents in connection with the Relevant Fund. The units in Fund to which this Site relates may be illiquid and/or subject to restrictions on their resale. You should conduct your own due diligence in this regard.

Amendments to the Data Processing Addendum

The following shall amend the Data Processing Addendum (the “DPA”) with respect to institutions, corporate entities and/or individuals accessing the Site from Dubai International Financial Centre.

5.1 Definitions

(i) The definition of “Data Protection Laws” definition is hereby amended to add reference to the DIFC Data Protection Law No. 5 of 2020 including any future amendment.

(ii) The definition of “Restricted Transfer” definition is hereby amended to add the following subclause: “where the PDPO applies, a transfer of Personal Data to a jurisdiction outside of Dubai International Financial Centre.

5.2. Cross-Border Data Transfers

(i) The second sentence of Section 6 and the Section entitled “Onward Transfers” are hereby amended to add “Dubai International Financial Centre” to the lists of named countries/regions.

(ii) A new subsection of Section 6 is hereby added that should read as follows:

Dubai International Financial Centre Transfer. In the event Financial Professional exports to iCapital any Personal Data from the DIFC, the Parties shall comply with the DIFC Data Protection Law No. 5 of 2020 including any future amendment (hereinafter referred to as the “Applicable Data Protection Law”) provided that the Applicable Data Protection Law shall be supplemented and completed, as appropriate, with the data processing descriptions and Party responsibilities, clause options, and similar criteria set forth in Section 6.1 herein and the annexes attached hereto. For the purposes of supplementing and completing the Applicable Data Protection Law, the Parties agree that any dispensation with the adopted format shall not adversely affect the appropriateness of the safeguards provided therein. In the event that the version of the Applicable Data Protection Law incorporated by this DPA is subsequently varied, revoked or otherwise replaced in circumstances where iCapital AG expects to incur consequential increases in costs or risk and provided that iCapital AG has undertaken reasonable efforts to mitigate any such increases, then iCapital AG may terminate its agreement with Financial Professional, upon providing reasonable notice of the same to Financial Professional in writing.

Contact us

iCapital AG is a legal entity incorporated under the laws of Switzerland.

If you have any questions in relation to any Relevant Fund, please contact your iCapital AG salesperson representative or send an email to [email protected].

For complaint related matters, please send an email to [email protected] or send a mail to:

Complaint Officer
iCapital Network AG
Bahnhofstrasse 18
8001 Zurich

V. FRANCE TERMS OF SERVICE ADDENDUM

Last Updated: March 25, 2024

These French terms of service addendum (“Terms”) are supplemental terms to our Terms of Service (as amended by the European Terms of Service Addendum) and are applicable to any institutions, corporate entities and/or individuals accessing the Site from France. In the event of a conflict between these Terms and any other terms, guidelines or rules that apply to any specific portion of Financial Services, these Terms shall supersede and control with respect to such conflict. Any capitalized terms not defined herein shall have the meaning provided in the Terms of Service. We reserve the right to change the Terms at any time without notice. If you use the Site after the amended Terms have been published, you will be deemed to have agreed to the Terms, as amended.

For French Relevant Funds investors

This relevant section of the Site relates to Relevant Funds (including, if any, their respective sub-funds) that are qualified as alternative investment funds within the meaning of paragraph I of article L. 214-24 of the French Monetary and Financial Code (“FMFC”). The Relevant Funds are established in France and are managed by IQEQ MANAGEMENT SAS, a French société par actions simplifiée, whose registered office is located at 92 avenue de Wagram, 75017 Paris (France), registered with the trade and companies registry (Registre du commerce et des sociétés) of Paris under number 431 252 121, authorized by the Autorité des marches financiers (“AMF”) as a portfolio management company (société de gestion de portefeuille) under AMF number GP-02-023 (“IQEQ”).

IQEQ is authorized to delegate, subject to the approval of the relevant supervisory authority to the extent required under Applicable Laws, part, but not all, of its functions and duties in the context of performing the AIFM services with respect to the Relevant Funds to a third party, which, having regard to the nature of the functions and duties to be delegated, must be qualified and capable of undertaking, and must have the sufficient resources to perform, the duties in question. In this respect, it is contemplated that IQEQ would delegate the performance of the portfolio management of the Relevant Funds to iCapital Advisors, LLC. It is also contemplated that IQEQ will be responsible for the marketing of the Relevant Funds but can be assisted by iCapital EU acting as a global distributor of the Relevant Funds in France and other select jurisdiction to be agreed from time to time. iCapital EU may then sub-delegate distribution to third party distributors.

By accessing this relevant section of the Site, you represent and warrant to us that you are a resident of France and other select jurisdiction to be agreed from time to time and you meet all the eligible requirements in order to invest in the Relevant Funds as provided for in the private placement memorandum, prospectus or offering circular, any supplements thereto, the limited partnership agreement or articles of incorporation of that Relevant Fund (as applicable) (the “Relevant Fund Constitutional Documentation”) and Applicable Laws (each an “Eligible Investor”).

The terms and conditions applicable to the subscription by a French Eligible Investor in a Relevant Fund (a “Subscriber”) are governed by the private placement memorandum, prospectus or offering circular, any supplements thereto, the limited partnership agreement or articles of incorporation of that Relevant Fund (as applicable) (“Relevant Fund Constitutional Documentation”), subscription agreement and other fund documents of that Relevant Fund, which are available and can be consulted on the platform, and whose unconditional acceptance by the French Eligible Investor is a prerequisite before accepting any subscription from the latter. In the event of a conflict between the terms of the Relevant Fund Constitutional Documentation and the Terms, the conflict will be settled in accordance with the following order of priority vis-à-vis IQEQ and iCapital and each Subscriber: (i) firstly, the Relevant Fund Constitutional Documentation applicable to that Relevant Fund; (ii) secondly, the subscription agreement to be used to subscribe to the Relevant Fund’s units or shares; and (iii) thirdly, the Terms.

By accessing this relevant section of the Site, the Subscriber also represents and warrants to us that the Subscriber has agreed to review and receive the Relevant Fund Constitutional Documentation, the subscription agreement and other fund documents of that Relevant Fund in English to the extent that you understand English.

The Subscriber acknowledges and accepts that scrupulous knowledge, express acceptance and compliance by the Subscriber with the Relevant Fund Constitutional Documentation, the subscription agreement and other fund documents relating to that Relevant Fund which has been communicated to the Subscriber in advance of its subscription in accordance with Applicable Laws (such as a PRIIPS Key Information Document (KID), where applicable) are prerequisites before validly accepting any subscription in that Relevant Fund from a Subscriber.

The Subscriber also acknowledges that all questionnaires relating in particular to his/her knowledge, skills, investment experience, financial situation and investment objectives (including risk tolerance), in the context of his/her/its subscription in a Relevant Fund, are intended to enable IQEQ or iCapital EU (as the case may be) to act in his/her best interests. The Subscriber therefore acknowledges the importance of providing accurate, complete, precise and up-to-date information insofar as this information will have a direct impact on the assessment of the acceptance of his/her/its subscription in that Relevant Fund in accordance with Applicable Laws.

iCapital EU reserves the right to suspend or cancel access to the platform of any Subscriber who does not or no longer complies with the prerequisites set out above, in particular as regards the Subscriber’s status as an Eligible Investor and satisfaction of the conditions relating to the category of units or shares issued by a Relevant Fund to which he/she/it wishes to subscribe as well as compliance with the Relevant Fund Constitutional Documentation, without prejudice to any other right that iCapital EU may have in this respect.

iCapital EU reserves the right to amend, at any time, any of the provisions set out above, in particular as a result of changes in Applicable Laws. It will inform the Subscriber by any means of its choice and, as far as practicable, in advance.

VI. HONG KONG TERMS OF SERVICE ADDENDUM

Last Updated: March 25, 2024

This Hong Kong Terms of Service Addendum (“Terms”) are Supplemental Terms to our Terms of Service and Privacy Policy and are applicable to any institutions, corporate entities and/or individuals accessing the Site from Hong Kong. In the event of a conflict between these Terms and any other terms, guidelines or rules that apply to any specific portion of Financial Services, these Terms shall supersede and control with respect to such conflict. Any capitalized terms not defined herein shall have the meaning provided in the Terms of Service. We reserve the right to change the Terms at any time without notice. If you use the Site after the amended Terms have been published, you will be deemed to have agreed to the Terms, as amended.

The relevant section of the Site relating to certain investment funds (including their respective sub-funds) (each a “Fund”) is an alternative investment platform operated by iCapital Hong Kong Limited (“iCapital HK”) and hosted by iCapital Network Technology Solutions, LLC (together with its affiliates and subsidiaries, the “Site Provider”) on behalf of iCapital HK. The Site Provider (including its affiliates) owns (as the case may be), licenses and hosts certain websites, applications and platforms, including the Site.

With the exception of (i) any terms specifically relating to the Site which the Site Provider requires you to agree to and/or accept in order to access and/or use the Site or which are accessible from a hyperlink on the Site, (ii) any terms which iCapital HK requires you to agree to and/or accept in order to access and/or use the Site, and (iii) the relevant privacy notices or policies of the Site Provider, these Terms, including any addenda or Supplemental Terms hereto, as applicable, constitute the entire agreement between (x) you and (y) iCapital HK and/or the Site Provider with respect to the Site, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and iCapital HK (and/or the Site Provider, where applicable) with respect to the Site. Other than as set out above, any terms of service or terms of use regarding the wider icapital.com website not referring to iCapital HK do not constitute part of your agreement with iCapital HK or the Site Provider with respect to this Site.

By accessing this Site, you represent and warrant to us that you are a resident of Hong Kong and a Professional Investor (as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and any rules made under that ordinance).

The Site and Financial Services

1.1 Financial Services. The Financial Services we offer allow potential and existing investors who are Eligible Investors in relation to such funds (each a “Relevant Fund”), to review information on privately offered funds, to submit subscription application and retrieve subscription documents, and to receive reporting with respect to those investments. For the purposes of these Terms, an “Eligible Investor” is an investor that is (a) eligible for an investment in the Relevant Fund under the private placement memorandum, prospectus or offering circular, any supplements thereto, the limited partnership agreement or articles of incorporation (as applicable), subscription agreement and other fund documents of that Relevant Fund, and (b) whose participation in the Relevant Fund (and any marketing, promotion or distribution of Relevant Fund interests to such person) can lawfully be made under the Applicable Laws of the investor’s jurisdiction and will not subject the Relevant Fund or iCapital HK or any entity associated with iCapital HK to, or require any Relevant Fund or iCapital HK or any entity associated with iCapital HK to make or undertake any additional registration, notification, filing (or similar) obligations in addition to those the Relevant Fund, iCapital HK and/or any entity associated with iCapital HK as applicable has made which are valid at the relevant time.

1.2 Role of the Site Provider. iCapital HK has subcontracted or will subcontract parts of the services provided hereunder to the Site Provider, including the development, operation and maintenance of the Site. The Site is an auxiliary communications infrastructure system used for the purposes of storing information on certain privately offered investment funds and is hosted by the Site Provider on behalf of iCapital HK. The Site Provider, on behalf of iCapital HK, provides technical support to Users only and is not authorized or regulated in Hong Kong for the purposes of providing the Site. The Site Provider is not providing any investment service or carrying on any regulated activity for which a license is required in Hong Kong. Nothing in these Terms shall infer or create a client relationship between a User and the Site Provider.

Other Representations, Warranties and Covenants

User hereby represents, warrants and covenants to iCapital HK and the Site Provider as follows:

(i) User’s use of or access to the Site will not require the Site Provider to be authorized or regulated under any Applicable Law;

(iii) Where User is accessing the Site in its capacity as a distributor of a Relevant Fund, such User shall:

a. maintain such books and records as are required by Applicable Law in connection with these Terms; and

b. make all disclosures that are required by Applicable Law in connection with these Terms.

Securities Products

3.1. Advisor or Fiduciary. Unless explicitly agreed otherwise in writing, neither iCapital HK nor the Site Provider is, by virtue of making the information contained on the Site available to you or facilitating such arrangements (respectively), acting as your advisor or fiduciary. The Site is provided to you solely on the basis that you have the capability to independently evaluate risk and will exercise independent judgment in evaluating investment decisions. Your investment decisions will be based on your own independent assessment of the opportunities and risks presented by a potential investment, market factors and other investment considerations.

Geographic Restrictions

The Site is issued by iCapital HK. The Site Provider hosts the Site on behalf of iCapital HK for intended use by residents in Hong Kong. The contents of the Site have not been reviewed by the Hong Kong Securities and Futures Commission. We make no claims that the Site or any of its content is accessible or appropriate outside of Hong Kong. The information contained in this Site does not constitute a distribution, an offer to buy or sell any interests in the Relevant Fund or the solicitation of any offer to buy or sell any interests in the Relevant Fund, or engage in the investment management services or investment advisory services in any jurisdiction in which the distribution or offer is not authorized or would be contrary to local laws or regulations. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside of Hong Kong, you do so on your own initiative and are responsible for compliance with any applicable laws and regulations.

Amendments to the Data Processing Addendum

The following shall amend the Data Processing Addendum (the “DPA”) with respect to institutions, corporate entities and/or individuals accessing the Site from Hong Kong.

5.1 Definitions

(i) The definition of “Data Protection Laws” definition is hereby amended to add reference to “the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (“PDPO”).”

(ii) The definition of “Restricted Transfer” definition is hereby amended to add the following subclause: “where the PDPO applies, a transfer of Personal Data to a country outside Hong Kong.”

(iii) The definition of “Third Country” is hereby amended to add the following subclause: “f the entity transferring personal data is established or controlling personal data in Hong Kong, a jurisdiction outside Hong Kong.”

5.2. Cross-Border Data Transfers

(i) The second sentence of Section 6 and the Section entitled “Onward Transfers” are hereby amended to add “Hong Kong” to the lists of named countries/regions.

(ii) A new subsection of Section 6 is hereby added that should read as follows:

Hong Kong Transfer. In the event Financial Professional exports to iCapital any Personal Data from Hong Kong to any Third Country, the Parties shall comply with the Recommended Model Contractual Clauses, as updated and amended by the Hong Kong Privacy Commissioner for Personal Data, issued in May 2022 (“RMCs”), provided that the RMCs shall be supplemented and completed, as appropriate, with the data processing descriptions and Party responsibilities, clause options, and similar criteria set forth in Section 6.1 herein and the annexes attached hereto. For the purposes of supplementing and completing the RMCs, the Parties agree that any dispensation with the adopted format shall not adversely affect the appropriateness of the safeguards provided therein. For the avoidance of doubt, with respect to Hong Kong data transfers, in the event of a conflict between the EU Standard Contractual Clauses and the RMCs, the terms and hierarchy set forth in the RMCs shall supersede and control with respect to such Hong Kong data transfers only. In the event that the version of the RMC incorporated by this DPA is subsequently varied, revoked or otherwise replaced in circumstances where iCapital expects to incur consequential increases in costs or risk and provided that iCapital has undertaken reasonable efforts to mitigate any such increases, then iCapital may terminate its agreement with Financial Professional, upon providing reasonable notice of the same to Financial Professional in writing.

Contact us

iCapital HK (CE Number: BTM925) is a legal entity incorporated in Hong Kong holding a license granted by the Hong Kong Securities and Futures Commission for carrying on Type 1 (dealing in securities) and Type 4 (advising on securities) regulated activities. The license held by iCapital HK is subject to the conditions (i) iCapital HK shall not hold client assets; and (ii) iCapital HK shall only provide services to Professional Investors.

If you have any questions in relation to any Relevant Fund, please contact your iCapital HK salesperson directly or send an email to [email protected].

For complaint related matters, please send an email to [email protected] or send a mail to:

Complaint Officer
iCapital Hong Kong Limited
Room 1003, 10/F, St. George’s Building
2 Ice House Street
Central, Hong Kong

VII. KOREA TERMS OF SERVICE ADDENDUM

Last Updated: April 10, 2024

These Korea Terms of Service (“Terms”) are Supplemental Terms to our Terms of Service and are applicable to any institutions, corporate entities accessing the Site from Korea. In the event of a conflict between these Terms and any other terms, guidelines or rules that apply to any specific portion of Financial Services, these Terms shall supersede and control with respect to such conflict. Any capitalized terms not defined herein shall have the meaning provided in the Terms of Service. We reserve the right to change the Terms at any time without notice. If you use the Site after the amended Terms have been published, you will be deemed to have agreed to the Terms, as amended.

Privacy

1.1. The User Data. The term “User Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of you or any third party, including Authorized Users, acting on your behalf through the Site or in connection with the Financial Services. User Data includes corporate information related to the use of the Site by officers and/or employees affiliated with institutions or corporate entities accessing the Site from Korea on behalf of the institutions or corporate entities that includes, but is not limited to, details of access to and use of the Site, and business contact information and titles of officers and/or employees, but does not include any other personal information of the officers and/or employees.

1.2. Collection of Personal Information. iCapital does not collect and use personal information of officers and/or employees of Korean institutions or corporate entities for any purpose other than providing services, which are targeted not for individuals but for corporations, to the Korean institutions or corporate entities. Should we collect and use personal information of officers and/or employees of Korean institutions and corporate entities (i) for any purposes other than providing services, which are targeted not for individuals but for corporations, to the Korean institutions or corporate entities or (ii) that is beyond the scope provided in this Terms, we shall obtain consent from the data subjects pursuant to the Personal Information Protection Act of Korea.

VIII. KUWAIT TERMS OF SERVICE ADDENDUM

Last Updated: March 25, 2024

This Kuwait Terms of Service Addendum (“Terms”) are Supplemental Terms to our Terms of Service and Privacy Policy and are applicable to any institutions, corporate entities and/or individuals accessing the Site from Kuwait. In the event of a conflict between these Terms and any other terms, guidelines or rules that apply to any specific portion of Financial Services, these Terms shall supersede and control with respect to such conflict. Any capitalized terms not defined herein shall have the meaning provided in the Terms of Service. We reserve the right to change the Terms at any time without notice. If you use the Site after the amended Terms have been published, you will be deemed to have agreed to the Terms, as amended.

The relevant section of the Site relating to certain investment funds (including their respective sub-funds) (each a “Fund”) is an alternative investment platform operated by iCapital Network AG (“iCapital AG”) and hosted by Institutional Capital Network, Inc. (the “Site Provider”) (together with its affiliates and subsidiaries, the “Site Provider”) on behalf of iCapital AG. The Site Provider (including its affiliates) owns (as the case may be), licenses and hosts certain websites, applications and platforms, including the Site.

With the exception of (i) any terms specifically relating to the Site which the Site Provider requires you to agree to and/or accept in order to access and/or use the Site or which are accessible from a hyperlink on the Site, (ii) any terms which iCapital AG requires you to agree to and/or accept in order to access and/or use the Site, and (iii) the relevant privacy notices or policies of the Site Provider, these Terms, including any addenda or Supplemental Terms hereto, as applicable, constitute the entire agreement between (x) the User and (y) iCapital AG and/or the Site Provider with respect to the Site, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the User and iCapital AG (and/or the Site Provider, where applicable) with respect to the Site. Other than as set out above, any terms of service or terms of use regarding the wider icapital.com website not referring to iCapital AG do not constitute part of User’s agreement with iCapital AG or the Site Provider with respect to this Site.

By accessing this Site, you represent and warrant to us that you are a Professional Client (as defined in the Book One of the Kuwait Capital Markets Authority Executive Bylaws issued under Resolution No. 72 of 2015 Regarding the Issuance of the Executive Bylaws of Law No. 7 of 2010 and Its Amendments Regarding the Establishment of the Capital Markets Authority and Regulating Securities Activities.

The Site and Financial Services

1.1 Financial Services. The Financial Services we offer allow potential and existing investors who are Eligible Investors in relation to such funds (each a “Relevant Fund”), to review information on privately offered funds, to submit subscription application and retrieve subscription documents, and to receive reporting with respect to those investments. For the purposes of these Terms, an “Eligible Investor” is an investor that is (a) eligible for an investment in the Relevant Fund under the private placement memorandum, prospectus or offering circular, any supplements thereto, the limited partnership agreement or articles of incorporation (as applicable), subscription agreement and other fund documents of that Relevant Fund, and (b) whose participation in the Relevant Fund (and any marketing, promotion or distribution of Relevant Fund interests to such person) can lawfully be made under the Applicable Laws of the investor’s jurisdiction and will not subject the Relevant Fund or iCapital AG or any entity associated with iCapital AG to, or require any Relevant Fund or iCapital AG or any entity associated with iCapital AG to make or undertake any additional registration, notification, filing (or similar) obligations in addition to those the Relevant Fund, iCapital AG and/or any entity associated with iCapital AG as applicable has made which are valid at the relevant time.

1.2 Role of the Site Provider. iCapital has subcontracted or will subcontract parts of the services provided hereunder to the Site Provider, including the development, operation and maintenance of the Site. The Site is an auxiliary communications infrastructure system used for the purposes of storing information on certain privately offered investment funds and is hosted by the Site Provider on behalf of iCapital AG. The Site Provider, on behalf of iCapital AG, provides technical support to Users only and is not authorized, operated or regulated in Kuwait for the purposes of providing the Site. The Site Provider is not providing any investment service or carrying on any regulated activity for which a license is required in Kuwait. Nothing in these Terms shall infer or create a client relationship between a User and the Site Provider. For the avoidance of doubt, to the extent any subscription documentation is uploaded, sent and/or transmitted for purposes of these Terms.

Other Representations, Warranties and Covenants

User hereby represents, warrants and covenants to iCapital AG and the Site Provider as follows:

(i) User’s use of or access to the Site will not require the Site Provider to be authorized or regulated under any Applicable Law;

(iv) User is either a Licensed Person or Professional Client within the meaning of the Law No. 7 of 2010 Concerning the Establishment of Capital Markets Authority, and the Regulation of Securities Trading Activity, as amended by Law No. 22 of 2015 and its Executive Bylaws; and

(v) User is not accessing the platform or products for purposes of reselling or marketing any of the securities products which may be viewable or accessible on the platform.

Securities Products

3.2 No Approval by Kuwait CMA No Resale. THE INVESTMENT OPPORTUNITY OFFERED ON THE PLATFORM MAY NOT BE OFFERED FOR SALE, NOR SOLD, IN KUWAIT. THE PLATFORM IS NOT FOR GENERAL PUBLIC ACCESS IN KUWAIT NOR WILL THE INVESTMENT OPPORTUNITY DESCRIBED THEREIN BE SOLD BY WAY OF A PUBLIC OFFERING IN KUWAIT. IN THE EVENT WHERE AN INVESTMENT INTEREST IS INTENDED TO BE PURCHASED ONSHORE IN KUWAIT, YOU MAY ONLY DO SO THROUGH A LICENSED PERSON DULY AUTHORIZED TO UNDERTAKE SUCH ACTIVITY PURSUANT TO THE CML RULES. YOU ACKNWOLEDGE THAT THE KUWAIT CAPITAL MARKETS AUTHORITY AND ALL OTHER REGULATORY BODIES IN KUWAIT ASSUME NO RESPONSIBILITY WHATSOEVER FOR THE CONTENTS OF THE PLATFORM AND DO NOT APPROVE THE CONTENTS THEREOF OR VERIFY THE VALIDITY AND ACCURACY OF ITS CONTENTS. THE CMA, AND ALL OTHER REGULATORY BODING IN KUWAIT, ASSUME NO RESPONSIBILITY WHATSOEVER FOR ANY DAMAGES THAT MAY RESULT FROM RELYING (IN WHOLE OR IN PART) ON THE CONTENTS OF THE PLATFORM. PRIOR TO INVESTING ANY MONIES, IT IS RECOMMENDED THAT A USER OF THIS PLATFORM SEEK PROFESSIONAL ADVICE FROM ITS ADVISORS IN RESPECT TO ITS CONTENTS SO AS TO DETERMINE ITS SUITABILITY IN RELATION TO THE RECIPIENT

Geographic Restrictions

The Site is issued by iCapital AG. The Site Provider hosts the Site on behalf of iCapital AG for intended use by Professional Clients. The contents of the Site have not been reviewed, licensed or approved by the Kuwait Capital Markets Authority. We make no claims that the Site or any of its content is accessible or appropriate outside of Kuwait. The information contained in this Site does not constitute a distribution, an offer to buy or sell any interests in the Relevant Fund or the solicitation of any offer to buy or sell any interests in the Relevant Fund, or engage in the investment management services or investment advisory services in any jurisdiction in which the distribution or offer is not authorized or would be contrary to local laws or regulations. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from inside of Kuwait, you do so on your own initiative and are responsible for compliance with any applicable laws and regulations.

Amendments to the Data Processing Addendum

The following shall amend the Data Processing Addendum (the “DPA”) with respect to institutions, corporate entities and/or individuals accessing the Site from Kuwait.

5.1 Definitions

(i) The definition of “Data Protection Laws” definition is hereby amended to add reference to “Law No. 37 of 2014 on the Establishment of the Communication and Information Technology Regulatory Authority (accordingly the “CITRA” and the “CITRA Law”), Law No. 98 of the Year 2015 Amending some provisions of the CITRA Law; the Executive Regulations of the CITRA Law; and all applicable CITRA rules, regulations and decrees.)

(ii) The definition of “Third Country” is hereby amended to add the following subclause: “if the entity transferring personal data is established or controlling personal data in Kuwait, a jurisdiction outside Kuwait.”

5.2. Cross-Border Data Transfers

(i) The second sentence of Section 6 and the Section entitled “Onward Transfers” are hereby amended to add “Kuwait” to the lists of named countries/regions.

(ii) A new subsection of Section 6 is hereby added that should read as follows:

Kuwait Transfer. In the event Financial Professional exports to iCapital any Personal Data from Kuwait, the Parties shall comply with the CITRA Law including any future amendments. For the purposes of supplementing and completing CITRA Law, the Parties agree that any dispensation with the adopted format shall not adversely affect the appropriateness of the safeguards provided therein. In the event that the version of CITRA Law incorporated by this DPA is subsequently varied, revoked or otherwise replaced in circumstances where iCapital expects to incur consequential increases in costs or risk and provided that iCapital has undertaken reasonable efforts to mitigate any such increases, then iCapital may terminate its agreement with Financial Professional, upon providing reasonable notice of the same to Financial Professional in writing.

Contact us

iCapital AG is a legal entity incorporated under the laws of Switzerland.

If you have any questions in relation to any Relevant Fund, please contact your iCapital AG salesperson representative or send an email to [email protected].

For complaint related matters, please send an email to [email protected] or send a mail to:

Complaint Officer
iCapital Network AG
Bahnhofstrasse 18
8001 Zurich

IX. OMAN TERMS OF SERVICE ADDENDUM

Last Updated: March 25, 2024

This Oman Terms of Service Addendum (“Terms”) are Supplemental Terms to our Terms of Service and Privacy Policy and are applicable to any institutions, corporate entities and/or individuals accessing the Site from Oman. In the event of a conflict between these Terms and any other terms, guidelines or rules that apply to any specific portion of Financial Services, these Terms shall supersede and control with respect to such conflict. Any capitalized terms not defined herein shall have the meaning provided in the Terms of Service. We reserve the right to change the Terms at any time without notice. If you use the Site after the amended Terms have been published, you will be deemed to have agreed to the Terms, as amended.

For the purposes of these Terms, the term “User” shall mean a distributor or promoter licensed by the Capital Markets Authority in Oman (“CMA”) to market funds (Omani and/or Non-Omani).

The relevant section of the Site relating to certain investment funds (including their respective sub-funds) (each a “Fund”) is an alternative investment platform operated by iCapital Network AG (“iCapital AG”) and hosted by Institutional Capital Network, Inc. (the “Site Provider”) (together with its affiliates and subsidiaries, the “Site Provider”) on behalf of iCapital AG. The Site Provider (including its affiliates) owns (as the case may be), licenses and hosts certain websites, applications and platforms, including the Site.

With the exception of (i) any terms specifically relating to the Site which the Site Provider requires you to agree to and/or accept in order to access and/or use the Site or which are accessible from a hyperlink on the Site, (ii) any terms which iCapital AG requires you to agree to and/or accept in order to access and/or use the Site, and (iii) the relevant privacy notices or policies of the Site Provider, these Terms, including any addenda or supplemental terms hereto, as applicable, constitute the entire agreement between (x) the User and (y) iCapital AG and/or the Site Provider with respect to the Site, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the User and iCapital AG (and/or the Site Provider, where applicable) with respect to the Site. Other than as set out above, any terms of service or terms of use regarding the wider icapital.com website not referring to iCapital AG do not constitute part of User’s agreement with iCapital AG or the Site Provider with respect to this Site.

By accessing this Site, you represent and warrant to us that you are a resident of Oman and are a distributor or promoter licensed by the CMA to market funds (Omani and/or Non-Omani) to sophisticated clients/investors capable of assessing the risk involved in any product, investment or service or capable of obtaining the necessary legal and commercial advice and/or assistance to appreciate such risks. You understand the nature of the products, investments or services being promoted and have the necessary knowledge and experience in or with the relevant financial markets. You represent and warrant that you will not use the information provided within the Site for your own account investment purposes.

The Site and Financial Services

1.1 Financial Services. The Financial Services we offer allow licensed distributors and promoters in Oman to review information on privately offered funds (each a “Relevant Fund”).

1.2 Role of the Site Provider. The Site is an auxiliary communications infrastructure system used for the purposes of storing information on certain privately offered investment funds and is hosted by the Site Provider. The Site Provider provides technical support to Users only and is not authorized, operated, managed or regulated in Oman for the purposes of providing the Site. The Site Provider is not providing any investment service or carrying on any regulated activity for which a license is required in Oman. Nothing in these Terms shall infer or create a client relationship between a User and the Site Provider.

1.3 Privacy Notice. Your use of the Site is subject to the Privacy Policy. Please review the Privacy Policy, which also governs the Site and informs Users of the data collection practices. The Privacy Policy is available at https://icapital.com/privacy-policy/. User expressly permits iCapital to share any information User provides to iCapital with its affiliates in connection with the provision of the services provided hereunder and for the purposes of management and operation of the Site by the Site Provider, including transfer of information if required outside Oman. The information on this Site is strictly private and confidential. The information on this Site is provided on an exclusive basis to distributors or promoters licensed by the CMA to market funds (Omani and/or Non-Omani) only. It is not for general circulation in the Sultanate of Oman and may not be reproduced or used for any other purpose. Any distribution of the information on this Site to third parties in the Sultanate of Oman beyond the terms of this document is not authorised and shall be at the liability of such recipient and the provider of the information.

Other Representations, Warranties and Covenants

User hereby represents, warrants, and covenants to iCapital AG and the Site Provider as follows:

(i) User’s use of or access to the Site will not require the Site Provider to be authorized, operated or regulated under any Applicable Law, including any regulations, circulars, or notifications issued by any governmental authority or body;

(ii) User will act in conformity with the Relevant Fund’s private placement memorandum, prospectus or offering circular, any supplements thereto, the articles of incorporation, limited partnership agreement or other applicable constituent documents of the Relevant Fund, the subscription agreement, and all other Applicable Laws to the relevant User’s use of the Site, including any investment restrictions, guidelines, mandates to which it and/or its clients or principals are subject;

(iv) The User shall disclose to iCapital AG any existing or potential conflicts of interest that may arise from having access to the Site or if such access is not permitted by Omani laws and regulations. If such access is not permitted by Omani laws and regulations, the User shall take all the necessary steps to stop such access and ensure compliance;

(v) The User shall ensure obtain and maintain all necessary licenses, authorizations and approvals from the relevant authorities including the CMA; and

(vi) The User undertakes to indemnify and hold harmless iCapital AG and/or the Site Provider from and against any and all losses, damages, liabilities, costs and expenses (including legal fees) arising from or in connection with any breach of its obligations under this agreement or the applicable laws and regulations, or any negligence, misconduct or fraud on its part.

Securities Products

3.2. Marketing of Products. iCapital AG is not licensed to market foreign securities in Oman. The information contained on this Site is for informational purposes only and does not constitute an offer to conclude any securities transactions as contemplated by the Foreign Capital Investment Law (Royal Decree No. 50 of 2019) or the Securities Law of Oman (Royal Decree No. 46 of 2022), nor does it constitute an offer to sell, or the solicitation of any offer to buy non-Omani securities in Oman as contemplated by Article 139 of the Capital Market Regulations (Capital Market Authority General Resolution 1 of 2009 as amended). This Site and the information on this Site do not constitute any offer or sale of securities or investment products in the Sultanate of Oman or the inward marketing or promotion of securities or an attempt to do business, as a bank, an investment company or otherwise in the Sultanate of Oman other than in compliance with any laws applicable in the Sultanate of Oman governing the issue, offering, promotion and sale of securities or investment products under the laws of the Sultanate of Oman.

Geographic Restrictions

The Site is issued by iCapital AG. The Site Provider hosts the Site on behalf of iCapital AG for intended use by residents in Oman. The contents of the Site have not been reviewed by the CMA and nor is the Site, the Site Provider or iCapital AG approved and authorised by CMA. We make no claims that the Site or any of its content is accessible or appropriate outside of Oman. The information contained in this Site does not constitute a distribution, an offer to buy or sell any interests in the Relevant Fund or the solicitation of any offer to buy or sell any interests in the Relevant Fund, or engage in the investment management services or investment advisory services in any jurisdiction in which the distribution or offer is not authorized or would be contrary to local laws or regulations. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from inside of Oman, you do so on your own initiative and are responsible for compliance with any applicable laws and regulations.

Amendments to the Data Processing Addendum

The following shall amend the Data Processing Addendum with respect to institutions, corporate entities and/or individuals accessing the Site from Oman.

5.1 Definitions.

(i) The definition of “Data Protection Laws” definition is hereby amended to add reference to the following: “the Personal Data Protection Law as promulgated by Royal Decree No. 6 of 2022 and any rules and regulations made pursuant thereto (“PDPL”)”.

(ii) The definition of “Restricted Transfer” is hereby amended to add the following subclause: “where the PDPL applies, a transfer of Personal Data from Oman to a country outside of Oman where no appropriate steps have been taken to comply with the controls and procedures specified by the regulations promulgated under the PDPL, or where the transfer of Personal Data would cause harm to the Personal Data Holder”

5.2. Cross-Border Data Transfers.

(i) The second sentence of Section 6 and the Section entitled “Onward Transfers” are hereby amended to add “Oman” to the lists of named countries/regions.

(ii) A new subsection of Section 6 is hereby added that should read as follows:

“Oman Transfers. In the event a Financial Professional exports to iCapital any Personal Data from Oman, the Financial Professional must take appropriate steps to ensure compliance with the controls and procedures specified by the regulations promulgated under the PDPL, and ensure the transfer of Personal Data would not cause harm to the Personal Data Holder”.

X. QATAR TERMS OF SERVICE ADDENDUM

Last Updated: March 25, 2024

This Qatar Terms of Service Addendum (“Terms”) are Supplemental Terms to our Terms of Service and Privacy Policy and are applicable to Authorised Persons accessing the Site from the State Qatar (excluding the Qatar Financial Centre). In the event of a conflict between these Terms and any other terms, guidelines or rules that apply to any specific portion of Financial Services, these Terms shall supersede and control with respect to such conflict. Any capitalized terms not defined herein shall have the meaning provided in the Terms of Service. We reserve the right to change the Terms at any time without notice. If you use the Site after the amended Terms have been published, you will be deemed to have agreed to the Terms, as amended.

The relevant section of the Site relating to certain investment funds (including their respective sub-funds) (each a “Fund”) is an alternative investment platform operated by iCapital Network AG (“iCapital AG”) and hosted by Institutional Capital Network, Inc. (the “Site Provider”) (together with its affiliates and subsidiaries, the “Site Provider”) on behalf of iCapital AG. The Site Provider (including its affiliates) owns (as the case may be), licenses and hosts certain websites, applications and platforms, including the Site.

With the exception of (i) any terms specifically relating to the Site which Site Provider requires you to agree to and/or accept in order to access and/or use the Site or which are accessible from a hyperlink on the Site, (ii) any terms which iCapital AG requires you to agree to and/or accept in order to access and/or use the Site, and (iii) the relevant privacy notices or policies of the Site Provider, these Terms, including any addenda or Supplemental Terms hereto, as applicable, constitute the entire agreement between (x) the User and (y) iCapital AG and/or the Site Provider with respect to the Site, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the User and iCapital AG (and/or the Site Provider, where applicable) with respect to the Site. Other than as set out above, any terms of service or terms of use regarding the wider icapital.com website not referring to iCapital AG do not constitute part of User’s agreement with iCapital AG or the Site Provider with respect to this Site.

By accessing this Site, you represent and warrant to us that you are incorporated/established in the State of Qatar and are an Authorised Person who is duly licensed to market funds to Qualified Investor (as defined in Qatar Financial Market Authority’s Board Decision No. 4 of 2020 concerning the Issuance of the Securities Listing and Offering Rulebook issued on 14 February 2021 and published in the Official Gazette Issue No. 3 on 24 March 2021).

The Site and Financial Services

1.1 Financial Services. The Financial Services we offer allow potential and existing investors who are Authorised Persons in relation to funds not listed on the Qatar Stock Exchange (each a “Relevant Fund”), to review information on privately offered funds (not listed on the Qatar Stock Exchange), to submit subscription application and retrieve subscription documents for and on behalf of potential and existing Qualified Investors, and to receive reporting with respect to those investments. For the purposes of these Terms, an “Eligible Investor” is a Qualified Investor that is (a) eligible for an investment in the Relevant Fund under the private placement memorandum, prospectus or offering circular, any supplements thereto, the limited partnership agreement or articles of incorporation (as applicable), subscription agreement and other fund documents of that Relevant Fund, and (b) whose participation in the Relevant Fund (and any marketing, promotion or distribution of Relevant Fund interests to such person) can lawfully be made under the Applicable Laws of the investor’s jurisdiction and will not subject the Relevant Fund or iCapital AG or any entity associated with iCapital to, or require any Relevant Fund or iCapital AG or any entity associated with iCapital AG to make or undertake any additional registration, notification, filing (or similar) obligations in addition to those the Relevant Fund, iCapital AG and/or any entity associated with iCapital AG as applicable has made which are valid at the relevant time.

1.2 Role of Site Provider. The Site Provider on behalf of iCapital AG, provides technical support to Users only and: (a) does not operate; and (b) is not authorized or regulated, in Qatar for the purposes of providing the Site. The Site Provider is not providing any investment service or carrying on any regulated activity for which a license is required in Qatar. Nothing in these Terms shall infer or create a client relationship between a User and Site Provider. For the avoidance of doubt, to the extent any subscription documentation is uploaded, sent and/or transmitted for purposes of these Terms.

Other Representations, Warranties and Covenants

User hereby represents, warrants and covenants to iCapital AG and the Site Provider as follows:

(i) User’s use of or access to the Site will not require iCapital to be authorized or regulated under any Applicable Law, including and State of Qatar’s Law No. 8 of 2012 (the QFMA Law) and Law No. 13 of 2012 (the QCB Law);

(iv) the User shall disclose to iCapital AG and/or the Site Provider any existing or potential conflicts of interest that may arise from having access to the Site or if such access is not permitted by the laws and regulations of the State of Qatar. If such access is not permitted by the laws and regulations of the State of Qatar, the User shall take all the necessary steps to stop such access and ensure compliance;

(v) the User shall, at all times, obtain and maintain all necessary licenses, authorisations and approvals from the relevant regulatory authorities in the State of Qatar;

(vi) the User shall ensure that it does not offer and market the fund to any investor that does not constitute a Qualified Investor; and

(vii) The User undertakes to indemnify and hold harmless iCapital AG and/or the Site Provider from and against any and all losses, damages, liabilities, costs and expenses (including legal fees) arising from or in connection with any breach of its obligations under this agreement or the applicable laws and regulations, or any negligence, misconduct or fraud on its part.

Securities Products

3.1. Advisor or Fiduciary. Unless explicitly agreed otherwise in writing, neither iCapital AG nor the Site Provider is, not by virtue of making the information contained on the Site available to you or facilitating such arrangements (respectively), acting as your advisor or fiduciary. The Site is provided to you solely on the basis that you have the capability to independently evaluate risk and will exercise independent judgment in evaluating investment decisions. Your investment decisions will be based on your own independent assessment of the opportunities and risks presented by a potential investment, market factors and other investment considerations.

Geographic Restrictions

The Site is issued by iCapital for intended use by residents in the State of Qatar (who constitute Qualified Investors). The contents of the Site have not been reviewed, licensed or approved by any regulator in the State of Qatar, including the Qatar Central Bank, the Qatar Financial Markets Authority or the Qatar Financial Centre Regulatory Authority. We make no claims that the Site or any of its content is accessible or appropriate inside/outside of the State of Qatar. The information contained in this Site does not constitute a distribution, an offer to buy or sell any interests in the Relevant Fund or the solicitation of any offer to buy or sell any interests in the Relevant Fund, or engage in the investment management services or investment advisory services in any jurisdiction in which the distribution or offer is not authorized or would be contrary to local laws or regulations. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from inside/outside of the State of Qatar, you do so on your own initiative and are responsible for compliance with any applicable laws and regulations. Recourse may be limited or difficult and may have to be pursued in a jurisdiction outside the State of Qatar (including the Qatar Financial Centre).

Amendments to the Data Processing Addendum

The following shall amend the Data Protection Addendum (the “DPA”) with respect to institutions, corporate entities and/or individuals accessing the Site from the State of Qatar.

5.1 Definitions

(i) The definition of “Data Protection Laws” definition is hereby amended to add reference to “State of Qatar’s Law No. 13 of 2016 on Personal Data Privacy Protection (the “Qatar Data Protection Law”).”

(ii) The definition of “Restricted Transfer” definition is hereby amended to add the following subclause: “where the Qatar Data Protection Law applies, a transfer of Personal Data of a person in Qatar to a country outside the State of Qatar.”

(iii) The definition of “Third Country” is hereby amended to add the following subclause: “if the entity transferring personal data is established or controlling personal data in the State of Qatar, a jurisdiction outside the State of Qatar.”

5.2. Cross-Border Data Transfers

(i) The second sentence of Section 6 and the Section entitled “Onward Transfers” are hereby amended to add “State of Qatar” to the lists of named countries/regions.

(ii) A new subsection of Section 6 is hereby added that should read as follows:

Qatar Transfer. In the event a Financial Professional exports to iCapital any Personal Data from the State of Qatar to any Third Country, the Financial Professional must take appropriate steps to ensure compliance with the controls and procedures under the Qatar Data Protection Law, including (if required) obtaining the consent of the relevant person whose Personal Data is being exported.

Contact us

iCapital AG is a legal entity incorporated under the laws of Switzerland.

If you have any questions in relation to any Relevant Fund, please contact your iCapital AG salesperson representative or send an email to [email protected].

For complaint related matters, please send an email to [email protected] or send a mail to:

Complaint Officer
iCapital Network AG
Bahnhofstrasse 18
8001 Zurich

XI. KINGDOM OF SAUDI ARABIA TERMS OF SERVICE ADDENDUM

Last Updated: March 25, 2024

This Kingdom of Saudi Arabia Terms of Service Addendum (“Terms”) are Supplemental Terms to our Terms of Service and Privacy Policy and are applicable to any Capital Market Institution licensed in the Kingdom of Saudi Arabia accessing the Site from the Kingdom of Saudi Arabia. In the event of a conflict between these Terms and any other terms that apply to any specific portion of Financial Services, these Terms shall supersede and control with respect to such conflict. Any capitalized terms not defined herein shall have the meaning provided in the Terms of Service. We reserve the right to change the Terms at any time without notice. If you use the Site after the amended Terms have been published, you will be deemed to have agreed to the Terms, as amended.

With the exception of (i) any terms specifically relating to the Site which the Site Provider requires you to agree to and/or accept in order to access and/or use the Site or which are accessible from a hyperlink on the Site, (ii) any terms which iCapital AG requires you to agree to and/or accept in order to access and/or use the Site, and (iii) the relevant privacy notices or policies of the Site Provider, these Terms, including any addenda or Supplemental Terms hereto, as applicable, constitute the entire agreement between (x) the User and (y) iCapital AG and/or the Site Provider with respect to the Site, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the User and iCapital AG (and/or the Site Provider, where applicable) with respect to the Site. Other than as set out above, any terms of service or terms of use regarding the wider icapital.com website not referring to iCapital AG do not constitute part of User’s agreement with iCapital AG or the Site Provider with respect to this Site.

By accessing this Site, you represent and warrant to us that you are a resident of the Kingdom of Saudi Arabia and a Capital Market Institution capable of assessing the risk involved in any product, investment or service or capable of obtaining the necessary legal and commercial advice and/or assistance to appreciate such risks and have the necessary knowledge and experience in or with the relevant financial markets.

The Site and Financial Services

1.1 Financial Services. The Financial Services we offer allow potential and existing investors who are Eligible Investors through the licensed Capital Market Institutions in relation to such funds (each a “Relevant Fund”), to review information on privately offered funds, to submit subscription application and retrieve subscription documents, and to receive reporting with respect to those investments. For the purposes of these Terms, an “Eligible Investor” is an Institutional and/or Qualified investor or the offer is limited to no more than 100 offerees (excluding investors under the categories of Institutional and Qualified Clients) and the minimum amount payable per offeree does not exceed 200 thousand Saudi Riyals or an equivalent amount that is (a) eligible for an investment in the Relevant Fund under the private placement memorandum, prospectus or offering circular, any supplements thereto, the limited partnership agreement or articles of incorporation (as applicable), subscription agreement and other fund documents of that Relevant Fund, and (b) whose participation in the Relevant Fund (and any marketing, promotion or distribution of Relevant Fund interests to such person) can lawfully be made under the Applicable Laws of the investor’s jurisdiction through a Capital Market Institution appointed in relation to the Relevant Fund in the investors jurisdiction and will not subject the Relevant Fund or iCapital AG or any entity associated with iCapital AG to, or require any Relevant Fund or iCapital AG or any entity associated with iCapital to make or undertake any additional registration, notification, filing (or similar) obligations in addition to those the Relevant Fund, iCapital AG and/or any entity associated with iCapital AG as applicable has made which are valid at the relevant time.

1.2 Role of the Site Provider. iCapital AG has subcontracted or will subcontract parts of the services provided hereunder to the Site Provider, including the development, operation and maintenance of the Site. The Site is an auxiliary communications infrastructure system used for the purposes of storing information on certain privately offered investment funds and is hosted by the Site Provider on behalf of iCapital. The Site Provider, on behalf of iCapital AG, provides technical support to Users only and: (a) does not operate; and (b) is not authorized or regulated in the Kingdom of Saudi Arabia for the purposes of providing the Site. The Site Provider is not providing any investment service or carrying on any regulated activity for which a license is required in the Kingdom of Saudi Arabia. Nothing in these Terms shall infer or create a client relationship between a User and the Site Provider.

Other Representations, Warranties and Covenants

User hereby represents, warrants and covenants to iCapital AG and the Site Provider as follows:

(i) User’s use of or access to the Site will not require the Site Provider to be authorized or regulated under any Applicable Law;

(ii) User will act in conformity with the Relevant Fund’s private placement memorandum, prospectus or offering circular, any supplements thereto, the articles of incorporation, limited partnership agreement or other applicable constituent documents of the Relevant Fund, and all other Applicable Laws to the relevant User’s use of the Site, including any investment restrictions, guidelines, mandates to which it and/or its clients or principals are subject; and

Securities Products

3.1. Advisor or Fiduciary. Unless explicitly agreed otherwise in writing, neither iCapital AG nor the Site Provider is, by virtue of making the information contained on the Site available to you or facilitating such arrangements (respectively), acting as your advisor or fiduciary. The Site is provided to you solely on the basis that you have the capability to independently evaluate risk and will exercise independent judgment in evaluating investment decisions. Your investment decisions will be based on your own independent assessment of the opportunities and risks presented by a potential investment, market factors and other investment considerations. This Site, any information on this Site, or any other documents do not intend to lead to conclusion of any contract of whatsoever nature within or outside the territory of the Kingdom of Saudi Arabia. The conclusion of any transaction(s) is at your absolute discretion, and iCapital AG does not take any responsibility or bear any risk or damages that may result from such transaction(s).

3.2. Marketing of Products. iCapital AG is not licensed to market or offer securities in the Kingdom of Saudi Arabia. The information contained on this Site is for informational purposes only and does not constitute an offer to conclude any securities activities as contemplated by the Securities Business Regulations issued by the Board of the Capital Market Authority pursuant to its Resolution Number 2-83-2005 dated 21/05/1426H (corresponding to 28/06/2005G), amended by Resolution of the Board of the Capital Market Authority Number 2-75-2020 dated 22/12/1441H (corresponding to 12/08/2020G) or the Foreign Investment Law issued by Decree Number M/1 dated 5/1/1421H (corresponding to 9/4/2000G).

Geographic Restrictions

The Site is issued by iCapital AG. The Site Provider hosts the Site on behalf of iCapital AG for intended use by the Capital Market Institutions in the Kingdom of Saudi Arabia. The contents of the Site have not been reviewed, approved or licensed by any regulatory authority in the Kingdom of Saudi Arabia, including the Capital Market Authority. We make no claims that the Site or any of its content is accessible or appropriate outside of the Kingdom of Saudi Arabia. The information contained in this Site does not constitute a distribution, an offer to buy or sell any interests in the Relevant Fund or the solicitation of any offer to buy or sell any interests in the Relevant Fund, or engage in the investment management services or investment advisory services in any jurisdiction in which the distribution or offer is not authorized or would be contrary to local laws or regulations. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from inside or outside of the Kingdom of Saudi Arabia, you do so on your own initiative and are responsible for compliance with any applicable laws and regulations.

Amendments to the Data Processing Addendum

The following shall amend the Data Processing Addendum (the “DPA”) with respect to Capital Market Institutions accessing the Site from the Kingdom of Saudi Arabia .

5.1 Definitions

(i) The definition of “Data Protection Laws” definition is hereby amended to add reference to “the Personal Data Protection Law issued pursuant to Royal Decree No. (M/19) dated 09/02/1443H (corresponding to 16/09/2021G) and amended pursuant to Royal Decree No. (M/148) dated 05/09/1444H (corresponding to 27/03/2023G) (“PDPL”).”

(ii) The definition of “Restricted Transfer” definition is hereby amended to add the following subclause: “where the PDPL applies, a transfer of Personal Data to a country outside the Kingdom of Saudi Arabia.”

5.2. Cross-Border Data Transfers

(i) The second sentence of Section 6 and the Section entitled “Onward Transfers” are hereby amended to add “Kingdom of Saudi Arabia” to the lists of named countries/regions.

(ii) A new subsection of Section 6 is hereby added that should read as follows:

The Kingdom of Saudi Arabia Transfer. Subject to the PDPL, in the event Financial Professional exports to iCapital AG any Personal Data from the Kingdom of Saudi Arabia to any Third Country, the Financial Professional exports must take appropriate steps to ensure compliance with the controls and procedures specified under the PDPL and its regulations. .

Contact us

iCapital AG is a legal entity incorporated under the laws of Switzerland.

If you have any questions in relation to any Relevant Fund, please contact your iCapital AG salesperson representative or send an email to [email protected].

For complaint related matters, please send an email to [email protected] or send a mail to:

Complaint Officer
iCapital Network AG
Bahnhofstrasse 18
8001 Zurich

XII. SINGAPORE TERMS OF SERVICE ADDENDUM

Last Updated: March 25, 2024

This Singapore Terms of Service Addendum (“Terms”) are Supplemental Terms to our Terms of Service and Privacy Policy and are applicable to any institutions, corporate entities and/or individuals accessing the Site from Singapore. In the event of a conflict between these Terms and any other terms, guidelines or rules that apply to any specific portion of Financial Services, these Terms shall supersede and control with respect to such conflict. Any capitalized terms not defined herein shall have the meaning provided in the Terms of Service. We reserve the right to change the Terms at any time without notice. If you use the Site after the amended Terms have been published, you will be deemed to have agreed to the Terms, as amended.

The relevant section of the Site relating to certain investment funds (including their respective sub-funds) (each a “Fund”) is an alternative investment platform operated by iCapital SG Pte. Ltd. (Company Registration Number: 202237416C) (“iCapital SG”) and hosted by iCapital Network Technology Solutions, LLC (together with its affiliates and subsidiaries, the “Site Provider”) on behalf of iCapital SG. The Site Provider (including its affiliates) owns (as the case may be), licenses and hosts certain websites, applications and platforms, including the Site.

With the exception of (i) any terms specifically relating to the Site which the Site Provider requires you to agree to and/or accept in order to access and/or use the Site or which are accessible from a hyperlink on the Site, (ii) any terms which iCapital SG requires you to agree to and/or accept in order to access and/or use the Site, and (iii) the relevant privacy notices or policies of the Site Provider, these Terms, including any addenda or Supplemental Terms hereto, as applicable, constitute the entire agreement between (x) the User and (y) iCapital SG and/or the Site Provider with respect to the Site, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the User and iCapital SG (and/or the Site Provider, where applicable) with respect to the Site. Other than as set out above, any terms of service or terms of use regarding the wider icapital.com website not referring to iCapital SG do not constitute part of User’s agreement with iCapital SG or the Site Provider with respect to this Site.

By accessing this Site, you represent and warrant that you are a resident of Singapore and an institutional or accredited investor as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore.

The Site and Financial Services

1.1 Financial Services. The Financial Services we offer allow potential and existing investors who are Eligible Investors in relation to such funds (each a “Relevant Fund”), to review information on privately offered funds, to submit subscription application and retrieve subscription documents, and to receive reporting with respect to those investments. The Relevant Funds available on this Site are restricted schemes and are not authorized or recognized by the Monetary Authority of Singapore for offer to non-accredited retail investors in Singapore. For the purposes of these Terms, an “Eligible Investor” is an investor that is (a) eligible for an investment in the Relevant Fund under the private placement memorandum, prospectus or offering circular, any supplements thereto, the limited partnership agreement or articles of incorporation (as applicable), subscription agreement and other fund documents of that Relevant Fund, and (b) whose participation in the Relevant Fund (and any marketing, promotion or distribution of Relevant Fund interests to such person) can lawfully be made under the Applicable Laws of the investor’s jurisdiction and will not subject the Relevant Fund or iCapital SG or any entity associated with iCapital SG to, or require any Relevant Fund or iCapital SG or any entity associated with iCapital SG to make or undertake any additional registration, notification, filing (or similar) obligations in addition to those the Relevant Fund, iCapital SG and/or any entity associated with iCapital SG as applicable has made which are valid at the relevant time.

1.2 Role of the Site Provider. iCapital SG has subcontracted or will subcontract parts of the services provided hereunder to the Site Provider, including the development, operation and maintenance of the Site. The Site is an auxiliary communications infrastructure system used for the purposes of storing information on certain privately offered investment funds and is hosted by the Site Provider on behalf of iCapital SG. The Site Provider, on behalf of iCapital SG, provides technical support to Users only and is not authorized or regulated in Singapore for the purposes of providing the Site. The Site Provider is not providing any investment service or carrying on any regulated activity for which a license is required in Singapore. Nothing in these Terms shall infer or create a client relationship between a User and the Site Provider.

Other Representations, Warranties and Covenants

User hereby represents, warrants and covenants to iCapital SG and the Site Provider as follows:

(i) User’s use of or access to the Site will not require the Site Provider to be authorized or regulated under any Applicable Law;

(iii) Where User is accessing the Site in its capacity as a distributor of a Relevant Fund, such User shall:

a. maintain such books and records as are required by Applicable Law in connection with these Terms; and

b. make all disclosures that are required by Applicable Law in connection with these Terms.

Securities Products

3.1. Advisor or Fiduciary. Unless explicitly agreed otherwise in writing, neither iCapital SG nor the Site Provider is, by virtue of making the information contained on the Site available to you or facilitating such arrangements (respectively), acting as your advisor or fiduciary. The Site is provided to you solely on the basis that you have the capability to independently evaluate risk and will exercise independent judgment in evaluating investment decisions. Your investment decisions will be based on your own independent assessment of the opportunities and risks presented by a potential investment, market factors and other investment considerations.

Geographic Restrictions

The Site is issued by iCapital SG. The Site Provider hosts the Site on behalf of iCapital SG for intended use by residents in Singapore. The contents of the Site have not been reviewed by the Monetary Authority of Singapore or any regulatory authority in Singapore. We make no claims that the Site or any of its content is accessible or appropriate outside of Singapore. The information contained in this Site does not constitute a distribution, an offer to buy or sell any interests in the Relevant Fund or the solicitation of any offer to buy or sell any interests in the Relevant Fund, or engage in the investment management services or investment advisory services in any jurisdiction in which the distribution or offer is not authorized or would be contrary to local laws or regulations. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside of Singapore, you do so on your own initiative and are responsible for compliance with any applicable laws and regulations.

Amendments to the Data Processing Addendum

The following shall amend the Data Processing Addendum (the “DPA”) with respect to institutions, corporate entities and/or individuals accessing the Site from Singapore.

5.1 Definitions

(a) The definition of “Data Protection Laws” definition is hereby amended to add reference to “the Singapore Personal Data Protection Act 2012 (“PDPA”).”

(b) The definition of “Restricted Transfer” definition is hereby amended to add the following subclause: “where the PDPA applies, a transfer of Personal Data from Singapore to a country outside of Singapore where no appropriate steps have been taken to ensure that the recipient of Personal Data is bound by legally enforceable obligations or certifications to provide the transferred Personal Data a standard of protection that is comparable to that under the PDPA.”

(c) The definition of “Third Country” is hereby amended to add the following subclause: “if the entity transferring personal data is established in Singapore, a jurisdiction outside Singapore.”

5.2. Cross-Border Data Transfers

(a) The second sentence of Section 6 and the Section entitled “Onward Transfers” are hereby amended to add “Singapore” to the lists of named countries/regions.

(b) A new subsection 6A is hereby added that should read as follows:

Singapore Transfers. In the event Financial Professional exports to iCapital any Personal Data from Singapore, Financial Professional must take appropriate steps to ensure that iCapital is bound by legally enforceable obligations or certifications to provide the transferred Personal Data a standard of protection that is comparable to that under the PDPA.

Contact us

iCapital SG is a legal entity incorporated in Singapore holding a capital markets services license granted by the Monetary Authority of Singapore for providing dealing in capital market products services. The license held by iCapital SG is subject to the conditions, amongst others, dealing in capital markets products only in respect of units in a collective investment scheme.

If you have any questions in relation to any Relevant Fund, please contact your iCapital SG salesperson directly or send an email to [email protected].

For complaint related matters, please send an email to [email protected] or send a mail to:

Compliant Officer
iCapital SG Pte. Ltd.
CapitaSpring, 88 Market Street, #39-01
Singapore 048948

XIII. THAILAND TERMS OF SERVICE ADDENDUM

Last Updated: July 9, 2024

This Thailand Terms of Service Addendum (“Terms”) are Supplemental Terms to our Terms of Service and Privacy Policy and are applicable to any institutions, corporate entities and/or individuals accessing the Site from Thailand. In the event of a conflict between these Terms and any other terms, guidelines or rules that apply to any specific portion of Financial Services, these Terms shall supersede and control with respect to such conflict. Any capitalized terms not defined herein shall have the meaning provided in the Terms of Service. We reserve the right to change the Terms at any time without notice. If you use the Site after the amended Terms have been published, you will be deemed to have agreed to the Terms, as amended.

The relevant section of the Site relating to certain investment funds (including their respective sub-funds) (each a “Fund”) is an alternative investment platform operated by iCapital SG Pte. Ltd. (Company Registration Number: 202237416C) (“iCapital SG”) and hosted by Institutional Capital Network, Inc. (together with its affiliates and subsidiaries, the “Site Provider”) on behalf of iCapital SG. The Site Provider (including its affiliates) owns (as the case may be), licenses and hosts certain websites, applications and platforms, including the Site.

With the exception of (i) any terms specifically relating to the Site which the Site Provider requires you to agree to and/or accept in order to access and/or use the Site or which are accessible from a hyperlink on the Site, (ii) any terms which iCapital SG requires you to agree to and/or accept in order to access and/or use the Site, and (iii) the relevant privacy notices or policies of the Site Provider, these Terms, including any addenda or Supplemental Terms hereto, as applicable, constitute the entire agreement between (x) the User and (y) iCapital SG and/or the Site Provider with respect to the Site, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the User and iCapital SG (and/or the Site Provider, where applicable) with respect to the Site. Other than as set out above, any terms of service or terms of use regarding the wider icapital.com website not referring to iCapital SG do not constitute part of User’s agreement with iCapital SG or the Site Provider with respect to this Site.

By accessing this Site, you represent and warrant to us that you are a resident of Thailand and are a local securities company or asset management company licensed with the Office of the Securities and Exchange Commission of Thailand to distribute Relevant Funds (as defined below).

1. The Site and Financial Services

1.1. Financial Services. The Financial Services we offer allow potential and existing investors who are Eligible Investors in relation to such funds (each a “Relevant Fund”), to review information on privately offered funds, to submit subscription application and retrieve subscription documents (to the extent permissible), and to receive reporting with respect to those investments. For the purposes of these Terms, an “Eligible Investor” is (a) an investor that is a local securities company or asset management company in Thailand who has obtained and activated a license to undertake securities businesses in respect of investment funds; and (b) whose participation in the Relevant Fund (and any marketing, promotion or distribution of Relevant Fund interests to such person) can lawfully be made under the Applicable Laws of the investor’s jurisdiction and will not subject the Relevant Fund or iCapital SG or any entity associated with iCapital SG to, or require any Relevant Fund or iCapital SG or any entity associated with iCapital SG to make or undertake any additional registration, notification, filing (or similar) obligations in addition to those the Relevant Fund, iCapital SG, and/or any entity associated with iCapital SG as applicable has made which are valid at the relevant time.

1.2. Role of the Site Provider. iCapital SG has subcontracted or will subcontract parts of the services provided hereunder to the Site Provider, including the development, operation and maintenance of the Site. The Site is an auxiliary communications infrastructure system used for the purposes of storing information on certain privately offered investment funds and is hosted by the Site Provider on behalf of iCapital SG. The Site Provider, on behalf of iCapital SG, provides technical support to Users only and is not authorized or regulated in Thailand for the purposes of providing the Site. The Site Provider is not providing any investment service or carrying on any regulated activity for which a license is required in Thailand. Nothing in these Terms shall infer or create a client relationship between a User and the Site Provider. For the avoidance of doubt, to the extent any subscription documentation is uploaded, sent and/or transmitted for purposes of these Terms, the subscription documentation is provided to iCapital SG.

1.3. Privacy Notice. Your use of the Site is subject to the Privacy Policy. Please review the Privacy Policy, which also governs the Site and informs Users of the data collection practices. The Privacy Policy is available at https://icapital.com/privacy-policy/. User expressly permits iCapital SG to share any information it provides to iCapital SG with the Site Provider and/or any entities associated with iCapital SG in connection with the provision of the services provided hereunder and for the purposes of management and operation of the Site by the Site Provider.

2. Other Representations, Warranties and Covenants

User hereby represents, warrants and covenants to iCapital SG and the Site Provider as follows:

(i) User’s use of or access to the Site will not require the Site Provider to be authorized or regulated under any Applicable Law;

(iii) Where User is accessing the Site in its capacity as a distributor of a Relevant Fund, such User shall:

a. maintain such books and records as are required by Applicable Law in connection with these Terms; and

b. make all disclosures that are required by Applicable Law in connection with these Terms.

3. Securities Products

4. Geographic Restrictions

The Site is issued by iCapital SG. The Site Provider hosts the Site on behalf of iCapital SG for intended use by residents being local licensed securities companies or asset management companies in Thailand. The contents of the Site have not been reviewed by the Office of the Securities and Exchange Commission of Thailand. We make no claims that the Site or any of its content is accessible or appropriate outside of Thailand. The information contained in this Site does not constitute a distribution, an offer to buy or sell any interests in the Relevant Fund or the solicitation of any offer to buy or sell any interests in the Relevant Fund, or engage in the investment management services or investment advisory services in any jurisdiction in which the distribution or offer is not authorized or would be contrary to local laws or regulations. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside of Thailand, you do so on your own initiative and are responsible for compliance with any applicable laws and regulations.

5. Amendments to the Data Processing Addendum

The following shall amend the Data Processing Addendum with respect to institutions, corporate entities and/or individuals accessing the Site from Thailand.

5.1 Definitions

(a) The definition of “Data Protection Law” is hereby amended to add reference to “the Thailand Personal Data Protection Act 2019), mandatory regulations and other legal requirements issued by the Thai Personal Data Protection Committee (“Thai PDPA”).

(b) The definition of “Restricted Transfer” is hereby amended to add the following subclause: “where the Thai PDPA applies, a transfer of Personal Data from Thailand to a country or international organization outside of Thailand which has not received an adequacy decision from the Thai Personal Data Protection Committee or which has not relied on derogation, or legal exception under the Thai PDPA.” In the absence of said adequacy decision or mandatory guidance by the Thai Personal Data Protection Committee on the terms of the transfer of Personal Data to a country or international organization outside of Thailand, said transfer will be carried out subject to suitable protection measures being put in place. Said measures may, if adequate and applicable, be carried out under standard contractual clauses which complies with the requirements and/or mechanism for lawful transfer of Personal Data under Thai PDPA.

(c) The definition of “Third Country” is hereby amended to add the following subclause: “if the entity transferring personal data is established in Thailand, a jurisdiction outside Thailand that has not been deemed adequate for data protection purposes under the Thai PDPA.”

5.2. Cross-Border Data Transfers

(a) The second sentence of Section 6 and the Section entitled “Onward Transfers” are hereby amended to add “Thailand” to the lists of named countries/regions.

(b) A new subsection of Section 6 is hereby added that should read as follows:

Thailand Transfers. In the event Financial Professional exports to iCapital any Personal Data from Thailand, Financial Professional must take appropriate steps to ensure that iCapital is bound by legally enforceable obligations or certifications to provide the transferred Personal Data a standard of protection that is comparable to that under the Thai PDPA.

5.3. Exhibit B Non-U.S Investor Privacy Notice

(a) The following is hereby added as Section 9 of Exhibit B:

Although you can choose not to provide Personal Data to iCapital, in some cases this may result in our inability to provide you certain services or complete a transaction you requested.

6. Contact us

If you have any questions in relation to any Relevant Fund, please contact your iCapital SG salesperson directly or send an email to [email protected].

For complaint related matters, please send an email to [email protected] or send a mail to:

Compliant Officer
iCapital SG Pte. Ltd.
CapitaSpring,
88 Market Street, #39-01
Singapore 048948

Thailand Privacy Policy Addendum

This Thailand Privacy Policy Addendum applies if you are a data subject in Thailand. It supplements the information contained in the iCapital Privacy Policy (“Privacy Policy”). In the event of any conflict or inconsistency between the Privacy Policy and this Addendum, this Addendum shall supersede and control with respect to such conflict if you are a data subject in Thailand.

If you are a data subject located in Thailand, Thai laws require us to provide you with some additional information (set forth below) regarding how iCapital collects, uses, and discloses your “personal information” (as defined in the Thailand Personal Data Protection Act and its subordinate regulations (“PDPA”)). In case of conflict between this section and other relevant sections in this Privacy Policy, the details in this section will prevail for the collection, use, and or disclosure of personal information of data subjects located in Thailand.

Data Protection Rights: If you are a data subject located in Thailand, and you provide personal information directly to iCapital in your individual capacity, the data protection rights under Section 14 of this Privacy Policy will also apply to you.

Complaints. If you are a data subject located in Thailand, and you provide personal information directly to iCapital in your individual capacity, and you have a concern about our data processing, you have the right to file a complaint with your data protection authority. For the data protection authority in Thailand, please contact the Data Protection Expert Committee (https://www.pdpc.or.th/contact-us/location/).

Legal Basis for Processing: If you are a data subject located in Thailand, and you provide personal information directly to iCapital in your individual capacity, the legal basis under Section 14 of this Privacy Policy, as defined and completed by the PDPA, will also apply to you.

Children Privacy: The Services are intended for general audiences and not for children under the age of 20. If we become aware that we have inadvertently collected or otherwise processed “personal information” (as defined by the PDPA) from Thai residents under the age of 20 without valid parental consent, we will take reasonable steps to delete it as soon as possible.

XIV. UNITED ARAB EMIRATES (“UAE”) TERMS OF SERVICE ADDENDUM

Last Updated: March 25, 2024

This UAE Terms of Service Addendum (“Terms”) are Supplemental Terms to our Terms of Service and Privacy Policy and are applicable to any SCA licensed institutions accessing the Site from the UAE (“Institution”). In the event of a conflict between these Terms and any other terms, guidelines or rules that apply to any specific portion of Financial Services, these Terms shall supersede and control with respect to such conflict. Any capitalized terms not defined herein shall have the meaning provided in the Terms of Service. We reserve the right to change the Terms at any time without notice. If you use the Site after the amended Terms have been published, you will be deemed to have agreed to the Terms, as amended.

By accessing this Site, you represent and warrant to us that you are an Institution licensed by the SCA and have the capacity to promote foreign funds in the UAE or provide financial services associated with non-UAE funds. iCapital AG, the Site and the Site Provider is not targeting by this Site the investors.

The Site and Financial Services

1.1 Financial Services. The Financial Services we offer allow the Institutions in relation to funds that are non-UAE funds (each a “Foreign Fund”), to either:

(i) review information of the Foreign Funds for the purpose of assessing the suitability of such Foreign Funds to market and promote in the UAE to UAE investors (“Review Only Access”); and/or

(ii) to market the Foreign Funds that are previously registered by iCapital AG with SCA to eligible UAE investors, to submit subscription application of subscribing investors and retrieve subscription documents, and to receive reporting with respect to those investments. For the purposes of these Terms, an “Eligible Investor” is an investor that is (a) eligible for an investment in the Foreign Fund under the private placement memorandum, prospectus or offering circular, any supplements thereto, the limited partnership agreement or articles of incorporation (as applicable), subscription agreement and other fund documents of that Relevant Fund, and (b) whose participation in the Foreign Fund (and any marketing, promotion or distribution of Foreign Fund interests to such person) can lawfully be made under the applicable laws and regulations of the UAE including under SCA’s Chairman Decision no. 13 of 2021 on the Regulations Manual of the Financial Activities and Status Regularization Mechanisms Rulebook and SCA’s Chairman Decision no. 4 of 2023 on the Regularization Mechanisms of Foreign Funds Promotion inside UAE (“Foreign Funds Regulations”) (“Review and Promotion Access”).

For the avoidance of doubt:

(1) the Institution hereby understand and confirm that if the Institution is granted Review Only Access, the Institution shall not undertake any promotion activities of the Foreign Fund that has access to in the UAE.

(2) If the Institution is granted Review and Promotion Access, the Institution shall only be permitted to promote the relevant Foreign Fund if: (i) the relevant Foreign Fund is duly registered in the UAE with SCA; and (ii) the Institution is duly appointed as a promoter and such appointment is recorded with the SCA.

The Site and Site Provider are not targeting the investors based in the UAE. There is nothing in this website shall, under any circumstances, constitute a direct offer or solicitation for the direct subscription by individual investors either naturals or corporates.

Other Representations, Warranties and Covenants

The Institution hereby represents, warrants and covenants to iCapital AG and the Site Provider as follows:

(i) the Institution’s use of or access to the Site will not require the Site Provider to be authorized or regulated under any applicable laws or regulations in the UAE;

(ii) the Institution will comply with the scope of granted access whether it is Review Only Access or Review and Promotion Access. To the extent applicable, the Institution shall act in conformity with the Foreign Fund’s private placement memorandum, prospectus or offering circular, any supplements thereto, the articles of incorporation, limited partnership agreement or other applicable constituent documents of the Foreign Fund, the subscription agreement and all other applicable laws to the relevant User’s use of the Site, including any investment restrictions, guidelines, mandates to which it and/or its clients or principals are subject including Foreign Funds Regulations;

(iii) Where the Institution is accessing the Site in its capacity as a distributor of a Foreign Fund, such User shall:

a. ensure full compliance with the applicable laws and regulations including the including Foreign Funds Regulations;

b. maintain such books and records as are required by the SCA in connection with these Terms; and

c. make all disclosures that are required by Applicable Law in connection with these Terms.

(iv) The Institution shall disclose to iCapital AG any existing or potential conflicts of interest that may arise from having access to the platform or if such access is not permitted by the UAE laws and regulations. If such access is not permitted by the UAE laws and regulations, the Institution shall take all the necessary steps to stop such access and ensure compliance.

(v) The Institution shall ensure obtaining and maintaining all necessary licenses, authorizations and approvals from the relevant authorities including SCA.

(vi) The Institution promoter undertakes to indemnify and hold harmless iCapital from and against any and all losses, damages, liabilities, costs and expenses (including legal fees) arising from or in connection with any breach of its obligations under this agreement or the applicable laws and regulations, or any negligence, misconduct or fraud on its part.

Securities Products

Geographic Restrictions

The contents of the Site have not been reviewed by the UAE authorities including SCA. The information contained in this Site does not constitute a distribution, an offer to buy or sell any interests in the Foreign Fund or the solicitation of any offer to buy or sell any interests in the Foreign Fund, or engage in the investment management services or investment advisory services in any jurisdiction in which the distribution or offer is not authorized or would be contrary to local laws or regulations. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from UAE, you do so on your own initiative and are responsible for compliance with any applicable laws and regulations.

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ADDITIONAL JURISDICTION TERMS

I. ABU DHABI GLOBAL MARKET TERMS OF SERVICE ADDENDUM

II. BAHRAIN TERMS OF SERVICE ADDENDUM

III. CANADA TERMS OF SERVICE ADDENDUM

Canada Privacy Policy Addendum

IV. DUBAI INTERNATIONAL FINANCIAL CENTRE TERMS OF SERVICE ADDENDUM

V. FRANCE TERMS OF SERVICE ADDENDUM

VI. HONG KONG TERMS OF SERVICE ADDENDUM

VII. KOREA TERMS OF SERVICE ADDENDUM

VIII. KUWAIT TERMS OF SERVICE ADDENDUM

IX. OMAN TERMS OF SERVICE ADDENDUM

X. QATAR TERMS OF SERVICE ADDENDUM

XI. KINGDOM OF SAUDI ARABIA TERMS OF SERVICE ADDENDUM

XII. SINGAPORE TERMS OF SERVICE ADDENDUM

XIII. THAILAND TERMS OF SERVICE ADDENDUM

XIV. UNITED ARAB EMIRATES (“UAE”) TERMS OF SERVICE ADDENDUM

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