PAMM Service Acceptance Terms

Percentage Allocation Management Module — Monolith Market Platform

This document governs your use of the PAMM Service on the Monolith Market platform, whether as a PAMM Manager (a Client designated by MPW to exercise discretionary trading authority over capital allocated by Participants) or as a Participant (a Client who subscribes to a PAMM Account and allocates capital to be managed under a Mandate). By accepting these terms, you confirm that you have read, understood, and agree to be bound by them, in addition to the Brokerage Terms and Conditions, the Client Agreement, and all Incorporated Documents.

How This Document Works

1. This document is divided into two parts:

Part A — General Terms Applicable to All Clients Using the PAMM Service. This part applies to every Client who uses the PAMM Service, whether as a PAMM Manager or as a Participant. It confirms that your use of the PAMM Service is governed by the Brokerage Terms and Conditions (Clause 13), the Client Agreement (Section 6), and the Incorporated Documents already accepted on account opening, and sets out key acknowledgements common to all participants in the Service.

Part B — Additional Terms Applicable to PAMM Managers Only. This part applies exclusively to Clients who wish to act as a PAMM Manager on the Platform. It sets out the application, enhanced due diligence, ongoing obligations, and grounds for restriction, suspension, replacement, or removal that are specific to that role. If you are using the PAMM Service only as a Participant, Part B does not apply to you.

2. By accepting this document, you are bound by Part A. If you apply to act as a PAMM Manager and your application is approved by MPW, you are also bound by Part B from the date of approval.

Part A — General Terms (All Clients)

This Part applies to every Client who uses the PAMM Service, whether as a PAMM Manager or as a Participant.

Governing Framework

3. Your use of the PAMM Service is governed by the Brokerage Terms and Conditions (Clause 13), the Client Agreement (Section 6), and all applicable Incorporated Documents. These Acceptance Terms supplement, and are to be read together with, those documents. In the event of any inconsistency, the Brokerage Terms and Conditions prevail.

Capitalised terms used but not defined in these Acceptance Terms have the meanings given to them in the Brokerage Terms and Conditions, including its Schedules. “Associated Account” has the meaning given in Clause 5.14.1 of Schedule 5.

4. The PAMM Service is provided under MPW’s Investment Adviser (Unrestricted) licence issued pursuant to section 30 of the Securities Act 2005 and is structured as a discretionary portfolio management service. MPW is always the regulated service provider responsible for the PAMM Service.

Key Acknowledgements

5. You acknowledge and agree that:

the PAMM Service is discretionary in nature: once a Participant subscribes to a PAMM Account and accepts the applicable Mandate, the PAMM Manager makes all day-to-day trading decisions in respect of the allocated capital without requiring the Participant’s approval for each transaction;
past performance of any PAMM strategy, however presented, is not a reliable indicator of future performance;
MPW’s approval of a PAMM Manager, and your subscription to a PAMM Account, does not guarantee the performance of that strategy or of the PAMM Manager, and the basis on which discretionary management is provided is set out in Clause 13.1 of the Brokerage Terms and Conditions and the applicable Mandate;
the PAMM Service involves risks, including strategy risk, concentration risk, leverage and derivatives risk, liquidity risk, allocation risk, and pooling risk, as set out in the Risk Disclosure Statement and Clause 13.10 of the Brokerage Terms and Conditions, and you could lose all or part of the capital you allocate;
MPW may suspend, restrict, replace, or remove a PAMM Manager, or close a PAMM Account in its entirety, at any time in accordance with the Brokerage Terms and Conditions; and
all fees, including any management fee, performance fee, and other charges applicable to the PAMM Service, are disclosed in the Costs and Charges Schedule and the applicable Mandate.

PAMM Service for Participants

6. If you use the PAMM Service as a Participant, each specific PAMM subscription is activated by you through the Platform by reviewing the applicable PAMM documentation, accepting the Mandate for that PAMM Account, and allocating the agreed initial capital contribution, in accordance with Clause 13.5 of the Brokerage Terms and Conditions.

7. You may redeem all or part of your interest in a PAMM Sub-Account at any time by submitting a redemption request through the Platform, subject to the dealing cadence and notice period published for the relevant PAMM Account and to any suspension of redemptions under Clause 5.14.9(e) of Schedule 5 to the Brokerage Terms and Conditions.

8. No additional acceptance terms beyond this document and the general terms already in force are required for you to participate as a Participant. By accepting this document, you confirm that you have reviewed and understood the relevant provisions of the Brokerage Terms and Conditions and the Client Agreement as they relate to the PAMM Service.

Trading Conduct (Participants)

9. As a Participant, you are bound by Clause 5.14 of Schedule 5 (Market Data and Platform Use Schedule) to the Brokerage Terms and Conditions. In particular, you must not act in concert with any PAMM Manager, or with any other person, to carry out any conduct prohibited by that Clause.

10. You acknowledge that, where MPW takes action in respect of a PAMM Manager under Clause 5.14.7 of Schedule 5, Clause 5.14.9 of Schedule 5 applies to the Transactions allocated to your PAMM Sub-Account. In particular:

you are not entitled to retain profits derived from conduct prohibited by Clause 5.14, whether or not you were involved in that conduct, and MPW may cancel, reverse, re-price or adjust the corresponding Transactions and allocations in your PAMM Sub-Account on the basis set out in that Clause;
MPW may treat you as involved in the prohibited conduct where it reasonably considers that you participated in, facilitated, coordinated or had knowledge of it;
pending its review, MPW may suspend new subscriptions to and redemptions from the affected PAMM Account and restrict the withdrawal of amounts attributable to the affected Transactions; and
any performance fee charged on profits that are cancelled, reversed or adjusted will be recalculated, any overcharged amount refunded or credited, and the High Water Mark of your PAMM Sub-Account adjusted accordingly.

Part B — Additional Terms for PAMM Managers

This Part applies only to Clients who wish to act as a PAMM Manager on the Platform. If you are using the PAMM Service only as a Participant, this Part does not apply to you.

Application and Approval

11. You are applying to act as a PAMM Manager on the Monolith Market platform, making your trading strategy (the “Strategy”) available to Participants through a PAMM Account administered by MPW, in the capacity described in Clause 13.3 of the Brokerage Terms and Conditions.

12. Your application is subject to MPW’s review and approval at its sole and absolute discretion. MPW is under no obligation to approve any application and is not required to provide reasons for declining one.

13. Because you will exercise discretionary trading authority over capital allocated by Participants, MPW will conduct enhanced due diligence before approving your application. This review may cover any or all of the following: your identity and integrity; your regulatory standing and any required permissions; your trading history, track record, and demonstrated capability; the historical performance of the Strategy, including returns, drawdowns, risk-adjusted metrics, maximum loss, and consistency; the robustness of the Strategy, including its methodology, permitted instruments, risk parameters, and investment horizon; your risk-management discipline and operational capability; any actual or potential conflicts of interest; and any other matter MPW considers relevant to the suitability of the Strategy for the intended population of Participants.

14. You acknowledge that MPW’s review of historical performance does not constitute an endorsement, guarantee, or representation that the Strategy will perform in any particular manner.

Discretionary Nature and Duty of Care

15. You acknowledge that you will operate under MPW’s regulatory responsibility and oversight. You do not, merely by being designated as a PAMM Manager, provide investment advice or any other regulated service directly to any Participant. You do not have a direct contractual or regulatory relationship with any Participant; trading decisions you make are carried out through, and under the supervision of, MPW.

16. You understand that Participants allocate capital to the PAMM Account on the basis of the Mandate and that you are exercising discretion over other persons’ capital. You accept the enhanced standard of diligence, care, and conduct that this entails, and you agree to act in the best interests of Participants at all times when managing the PAMM Account.

Ongoing Obligations and Monitoring

17. If your application is approved, you agree to operate the Strategy strictly in accordance with the published strategy description, Mandate, permitted instruments, risk parameters, and any conditions of approval communicated to you by MPW.

18. MPW will monitor your Strategy and the PAMM Account on an ongoing basis. You agree to cooperate fully with MPW in connection with any review, inquiry, or audit and to provide promptly any information, data, explanation, or access that MPW may reasonably request, including statements and trading records for any Associated Account and for any account you hold or control with another broker in the instruments traded by the Strategy.

19. You must notify MPW without delay of any material change in: the nature, methodology, or risk profile of the Strategy; the instruments or asset classes traded; your personal circumstances, regulatory standing, or any matter that could affect your suitability to act as a PAMM Manager; any conflict of interest; or any event that could materially affect the PAMM Account or Participants’ interests.

Trading Conduct (PAMM Managers)

20. You must comply with the Mandate and with Clause 5.14 of Schedule 5 to the Brokerage Terms and Conditions at all times. In particular, you must not:

trade ahead of, or against, the PAMM Account or its Participants, whether through your Account, any Associated Account or any account held with another broker;
allocate Transactions or results between the PAMM Account and any other account in a manner that favours you, any Associated Account or any particular Participant;
generate Transactions primarily to earn performance fees or other remuneration, or to crystallise a performance fee, rather than to pursue the published Strategy;
misrepresent the Strategy, its risk profile or its performance, whether on the Platform or elsewhere; or
solicit or accept any payment, benefit or arrangement from or with a Participant outside the Platform without MPW’s prior written approval.

21. Before approval, and promptly after any change, you must disclose to MPW every Associated Account, every other PAMM Account, fund or managed account you manage, and every account you hold or control with another broker in which you trade instruments traded by the Strategy.

Restriction, Suspension, Replacement, and Removal

22. MPW reserves the right, at any time and at its sole and absolute discretion, to restrict, suspend, replace, or permanently remove you as PAMM Manager, and to close the PAMM Account in its entirety. This may occur for any reason, including but not limited to:

material deviation from the published strategy, the Mandate, or the applicable risk parameters;
a sustained or significant deterioration in performance such that continued management is no longer considered to be in the interests of Participants;
a breach of the Brokerage Terms and Conditions, these Acceptance Terms, the Mandate, Applicable Law, or any applicable regulatory requirement;
conduct that MPW considers to be inconsistent with the interests of Participants, or any conduct prohibited under Clause 5.14 of Schedule 5 to the Brokerage Terms and Conditions;
a conflict of interest that cannot be satisfactorily managed;
loss of any required regulatory permission or standing;
your unavailability or inability to continue managing the PAMM Account;
the PAMM Account falling below the minimum aggregate capital considered operationally viable;
any regulatory, compliance, reputational, or risk-management concern; or
any other reason MPW considers appropriate.

23. MPW is not required to provide prior notice of, or reasons for, any restriction, suspension, replacement, removal, or account closure, although it will endeavour to notify you as soon as reasonably practicable after taking such action. You will have no claim against MPW arising from any such action.

Where removal results from conduct prohibited under Clause 5.14 of Schedule 5, it may take effect immediately, and Clause 5.14.9 of Schedule 5 applies to the affected Transactions.

24. Where MPW removes or replaces you as PAMM Manager, the wind-down of the PAMM Account or transition to a replacement manager will be carried out in accordance with the procedures set out in the Brokerage Terms and Conditions, and, where applicable, with any measures taken under Clause 5.14.9 of Schedule 5, with due regard to the interests of Participants, market conditions, liquidity, and operational feasibility.

Fees and Performance Fees

25. Any management fee, performance fee, or other remuneration payable to you in connection with your role as PAMM Manager will be as agreed in writing between you and MPW and disclosed to Participants in the Costs and Charges Schedule and the applicable Mandate. No fee or remuneration arrangement may be entered into, modified, or implemented without MPW’s prior written approval.

26. Where a performance fee applies, it will be calculated by reference to a High Water Mark, so that the fee is charged only on net new profits above the previous highest Net Asset Value of each Participant’s PAMM Sub-Account. Performance fees are payable to MPW, and your agreed share will be paid to you out of the fee received, subject to paragraph 27.

27. Any management fee, performance fee or other remuneration paid or payable to you in respect of Transactions affected by action under Clause 5.14.7 of Schedule 5 may be withheld, cancelled or recovered by MPW. Where a performance fee is recalculated under Clause 5.14.9(f) of Schedule 5, your share will be recalculated accordingly, and any excess must be repaid. You must also reimburse MPW, on demand, for any amount refunded or credited to Participants under Clause 5.14.9(f) of Schedule 5, and for any other loss, cost or expense recoverable under Clause 5.14.10 of Schedule 5. MPW may set off any such amount against any balance in your Account. This paragraph 27 survives your removal or replacement as PAMM Manager.

Representations and Warranties

28. By accepting these Acceptance Terms, you represent and warrant that:

all information you have provided in connection with your application is complete, accurate, and not misleading;
any historical performance data you have submitted is genuine, has not been selectively presented, and relates to your own trading activity;
you are not aware of any fact, circumstance, or conflict of interest that has not been disclosed to MPW and that could materially affect MPW’s decision to approve your application;
you have the legal capacity and, where applicable, the necessary regulatory permissions and qualifications to manage the Strategy and exercise discretionary trading authority;
you understand and accept the enhanced responsibilities that arise from exercising discretion over capital belonging to other persons; and
you will comply with the Brokerage Terms and Conditions, the Mandate, all Incorporated Documents, and Applicable Law at all times while acting as a PAMM Manager;
you have disclosed to MPW every account, PAMM Account, fund and managed account as required by paragraph 21; and
you have no undisclosed arrangement, payment or understanding with any Participant or prospective Participant.

Governing Law

29. These Acceptance Terms are governed by and construed in accordance with the laws of the Republic of Mauritius. Any dispute arising out of or in connection with these terms shall be subject to the exclusive jurisdiction of the courts of Mauritius, without prejudice to any dispute-resolution mechanism set out in the Brokerage Terms and Conditions.