Disclosures & Authorisations

References to “BOTA”, “the firm” or “we” in this document mean BOTA Holdings, LLC, a limited liability company organised under the laws of the State of Delaware with its registered office at 169 Madison Avenue, New York, NY 10016, United States.

Entity

BOTA Holdings, LLC - a Delaware limited liability company; principal place of business in New York.

Status

BOTA carries on its activities as a private multi-family office serving a small number of qualified clients. The firm's assets under management are below the threshold at which federal registration as an investment adviser would be required, and BOTA relies on the exemptions and exclusions available under U.S. federal and New York State law.

Standards

Notwithstanding the exemptions on which the firm relies, BOTA voluntarily applies the conduct, custody, recordkeeping and conflicts standards customarily expected of a regulated fiduciary. The firm's Disclosure Brochure is available on request.

AML Programme

BOTA maintains an anti-money-laundering and sanctions-compliance programme aligned with the USA PATRIOT Act, the Office of Foreign Assets Control (OFAC) sanctions regime and industry best practice for private investment offices.

International Reach

European family relationships are serviced from BOTA's representative offices in Lugano, Milan and London. All mandates are entered into with BOTA Holdings, LLC.

BOTA provides discretionary portfolio management, non-discretionary investment advice and family-office coordination services to a small number of qualified clients and qualified purchasers. Ancillary services include reporting, performance attribution and the coordination of foreign-exchange execution through third-party banks.

Permitted instruments

• Equity, debt and depositary-receipt securities listed on U.S. and recognised foreign markets.
• Open-end and closed-end registered investment companies and exchange-traded funds.
• Private funds offered under Regulation D Rule 506(b)/(c) and Section 3(c)(1) or 3(c)(7) of the Investment Company Act.
• Treasury and money-market instruments held through qualified custodians.
• Derivatives used solely for hedging or efficient portfolio management.
• Direct private equity, real estate and infrastructure participations through dedicated special-purpose vehicles.

BOTA does not deal in commodity interests or futures contracts on a regulated basis and is not registered with the CFTC or NFA. The firm relies on private-placement exemptions for any participation in unregistered funds.

Accredited Investor

Status defined by reference to Rule 501(a) of Regulation D - generally USD 1 million net worth (excluding primary residence) or USD 200,000 individual / USD 300,000 joint income for the prior two years.

Qualified Client

Status defined by reference to Rule 205-3 under the Investment Advisers Act of 1940 - currently USD 1.1 million in assets entrusted to BOTA, or USD 2.2 million in net worth. BOTA applies this standard before any performance-based compensation is agreed.

Qualified Purchaser

Status defined by reference to Section 2(a)(51) of the Investment Company Act of 1940 - generally USD 5 million in investments for natural persons. Required to participate in Section 3(c)(7) private funds.

BOTA primarily serves qualified clients and qualified purchasers. Status is verified at onboarding through third-party documentation and reconfirmed at least annually. Status changes must be notified to BOTA promptly in writing.

BOTA does not manufacture its own funds, does not receive monetary inducements from product providers and does not accept placement fees on third-party offerings. Investment advice is provided on a fee-only basis. BOTA owes a fiduciary duty to each client under common law and applicable state law, comprising a duty of care and a duty of loyalty.

Identified categories

• Personal-account dealing by partners, employees and access persons - restricted by an internal Code of Ethics with pre-clearance, blackout windows and mandatory holding periods.
• Allocation of investment opportunities across mandates - governed by a written allocation policy reviewed by a quarterly compliance committee.
• Outside business interests - disclosed on appointment and refreshed annually.
• Gifts and entertainment - capped, logged in a central register and reviewed by Compliance.
• Cross-trades - permitted only on agreed terms and only where they are demonstrably in the best interests of both clients.

As a fiduciary, BOTA seeks best execution for every transaction executed on a client's behalf - taking into account price, costs, speed, likelihood of execution, settlement reliability, size, nature and any other consideration relevant to the order.

Execution factors

• Total cost - net price after commissions and fees - is the primary factor for liquid instruments.
• For illiquid or block transactions, likelihood of execution and minimisation of market impact may take precedence over headline price.
• Orders are routed to a panel of broker-dealers reviewed at least annually and selected on quality of execution, financial soundness and settlement reliability.
• BOTA does not maintain soft-dollar arrangements outside the safe harbour of Section 28(e) of the Securities Exchange Act.
• Orders may be aggregated where doing so is consistent with the duty of best execution; allocations are recorded contemporaneously and apportioned on an objective basis.

Mandates are quoted on a transparent management-fee basis. The full fee schedule, billing methodology and side-by-side comparison of compensation arrangements is set out in the firm's Disclosure Brochure and in the schedule attached to the Investment Management Agreement.

Management Fee

Charged on assets under advice or management, accrued daily and invoiced quarterly in arrears. Tiered scales apply at agreed thresholds.

Performance Fee

Available only to clients who meet the Qualified Client standard and only on ring-fenced private-market and direct co-investment programmes, subject to an agreed hurdle and high-water mark, and only after capital has been returned.

Third-Party Costs

Custody, brokerage, fund management and transaction taxes are charged at cost by the relevant third party and disclosed ex-ante and ex-post.

Inducements

BOTA does not retain monetary inducements. Any 12b-1 fee or revenue-share payment received from a product provider is credited to the client account in full within ten business days.

A personalised cost statement is provided before any mandate begins. A consolidated annual statement is delivered within ninety days of each calendar year-end.

BOTA does not take physical custody of client securities. Assets are held in the client's own account at a qualified custodian - typically a U.S. bank or registered broker-dealer - following the safeguards customarily applied by professional fiduciaries to client funds and securities.

• Custody account statements are delivered by the qualified custodian directly to the client at least quarterly.
• Where BOTA is deemed to have inadvertent custody (for example through standing letters of authorisation), the position is independently verified each year by a PCAOB-registered public accountant.
• Cash balances held at participating U.S. banks are eligible for FDIC insurance up to the statutory limit of USD 250,000 per depositor, per insured bank, per ownership category.
• Securities held at SIPC-member broker-dealers are eligible for SIPC protection up to USD 500,000 per customer (including a USD 250,000 limit on cash) in the event of broker-dealer failure.

A client who is dissatisfied with the conduct of a mandate may submit a written complaint to [email protected]. Receipt is acknowledged within two business days and a substantive response is provided within fifteen business days, or the client is informed in writing of the reasons for any delay.

Independent escalation

• New York State Office of the Attorney General - Investor Protection Bureau, which administers the Martin Act (General Business Law Article 23-A).
• New York State Department of Financial Services - for matters touching financial services conducted from the State of New York.
• Federal Trade Commission and applicable state attorneys general - for matters touching consumer-protection or privacy obligations.

Pre-dispute arbitration arrangements, where included in the Investment Management Agreement, do not waive any right of action a client may have under U.S. federal or New York State securities laws.

The following non-exhaustive warnings apply to mandates managed or advised by BOTA. They are presented here as a summary; the full risk framework is described in the relevant Investment Management Agreement and in the firm's Disclosure Brochure.

• Market risk - adverse movements in equity, credit, currency, commodity and rate markets can materially reduce portfolio value.
• Liquidity risk - private-market and direct holdings may not be realisable at short notice or at their reported fair value.
• Concentration risk - high-conviction mandates may exhibit lower diversification than benchmark-aware portfolios.
• Counterparty and custody risk - although mitigated by careful selection, ongoing review and statutory segregation, no custodian or counterparty is risk-free.
• Operational risk - including the risk of technology, personnel or external-provider failure.
• Regulatory and tax risk - changes in U.S. federal, state or foreign law, or in its interpretation, may affect after-tax returns.