Terms & Agreements

Available exclusively to institutional investors, professional investors, and qualified counterparties. Not intended for retail investors.

Drovix (MU) Ltd (the "Company") is an alternative asset manager specialising in systematic investing. The Company is regulated by the Financial Services Commission (FSC) of Mauritius. These Terms are governed by the laws of the Republic of Mauritius.

Unless the context otherwise requires, the following definitions apply:

• Authorised Representative: a person duly authorised to act on behalf of an Investor.
• Business Day: a day on which banks are open for business in Mauritius (excluding public holidays).
• Company: Drovix (MU) Ltd.
• Confidential Information: non-public information relating to the Company, its strategies, models, research, algorithms, and operations.
• Financial Instruments: instruments in which the Company may invest on a discretionary basis in accordance with the Investment Management Agreement (IMA).
• IMA: the Investment Management Agreement executed between the Company and the Investor.
• Institutional Investor: includes pension funds, sovereign wealth funds, endowments, foundations, insurance companies, and banks.
• Investor: the party that has entered into an IMA with the Company.
• NAV: net asset value of the Investor's interests, calculated in accordance with the IMA and offering documents.
• Professional Investor: includes family offices, funds of funds, and high net worth individuals meeting applicable criteria.
• Qualified Counterparty: a counterparty classified as such under applicable Mauritian law and regulatory guidance.
• Services: discretionary and systematic investment management provided by the Company as described in the IMA.
• Systematic Strategies: Systematic Macro (trend-following, multi-asset) and Statistical Arbitrage (market-neutral global equities), as further described in offering materials.

The Company provides discretionary and systematic investment management. The strategies include:

• Systematic Macro: trend-following, multi-asset approaches across liquid markets.
• Statistical Arbitrage: market-neutral global equities and related instruments, subject to the IMA.
• The Company does not provide personal investment advice tailored to individual retail circumstances.

The Company's services are offered exclusively to institutional investors, professional investors, and qualified counterparties. The Company reserves the right to accept or decline any prospective investor at its discretion. The Company does not accept retail investors.

Onboarding is subject to completion of the following, as applicable:

• Satisfactory due diligence and anti-money laundering / counter-terrorist financing checks.
• Execution of the IMA and related subscription documentation.
• Receipt of subscription proceeds in accordance with capital flow requirements.
• Written confirmation of acceptance by the Company, where required.

Fees are set out in the IMA and offering documents. They typically comprise:

• Management Fee: a percentage of assets under management (AUM), as agreed.
• Performance Fee: a percentage of net new profits, subject to a high-water mark, as agreed.
• Administration costs: reasonable costs charged in line with transparent disclosure in the IMA or side letter.

Fee terms are disclosed transparently. They may be negotiable for qualifying institutional investors as agreed in writing.

Subscriptions and redemptions must be effected in accordance with the IMA and offering documents.

• Subscriptions must originate from the Investor or its appointed custodian's accounts. Third-party payments are not permitted.
• Redemptions are paid to the same account or custodian chain as agreed, unless otherwise approved in writing.
• Redemption notice periods apply as specified in the IMA.
• The Company may suspend subscriptions or redemptions in exceptional circumstances where permitted by law and the IMA (including market disruption or regulatory requirements).

The Company provides reporting appropriate to an institutional relationship, including:

• NAV reporting in line with the IMA.
• Performance attribution and risk analytics as agreed.
• Annual audited financial statements where applicable.

Strategies, models, research, algorithms, and related know-how are proprietary and confidential. Confidentiality obligations survive termination of the IMA for a period of five (5) years, except where a longer period is required by law or the IMA.

By entering into an IMA, the Investor represents and warrants that:

• It is duly organised, validly existing, and has full power and authority to enter into the IMA.
• It qualifies as an institutional investor, professional investor, or qualified counterparty, as applicable.
• Information provided to the Company is true, accurate, and not misleading in any material respect.
• Funds invested are not derived from illegal activity.
• It understands and accepts the risks of the strategies and investments described in the IMA and offering documents.
• It has obtained independent professional advice where appropriate.

To the fullest extent permitted by law, the Company and its directors, officers, employees, and agents shall not be liable for losses except in the case of fraud, wilful misconduct, or gross negligence.

• Nothing in these Terms excludes liability that cannot be excluded under applicable law.

Subject to the foregoing, the Company's aggregate liability shall be capped at the total fees paid by the Investor to the Company in the twelve (12) months preceding the event giving rise to the claim.

The Company shall not be liable for failure or delay in performance caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, labour disputes, failures of third-party service providers, market disruptions, or governmental action.

The IMA may be terminated as follows:

• Either party may terminate on thirty (30) calendar days' written notice, unless the IMA provides otherwise.
• The Company may terminate immediately upon material breach, suspected money laundering or terrorist financing, or if the Investor ceases to qualify as institutional, professional, or qualified counterparty, as applicable.

Complaints are handled in accordance with the Company's Complaints Handling Procedure, available on request. The courts of Mauritius shall have exclusive jurisdiction over disputes arising out of or in connection with these Terms and the IMA, unless the parties agree otherwise in writing.

The Company may amend these Terms or related policies. Material changes will be communicated with at least fifteen (15) Business Days' notice where practicable, or as otherwise required by law or the IMA. Continued participation after notice may constitute acceptance where permitted.

These Terms and the relationship between the parties shall be governed by and construed in accordance with the laws of the Republic of Mauritius.

For questions regarding these Terms and Agreements, please contact: