The Terms of Our Relationship

These Terms of Engagement (the “Terms”) apply to every mandate accepted by BOTA Holdings, LLC (“BOTA”, “the firm”, “we”, “our”, “us”), a Delaware limited liability company with its registered office at 169 Madison Avenue, New York, NY 10016, United States. They are read together with the executed Investment Management Agreement, the firm's Disclosure Brochure and the schedule of fees specific to your mandate.

Where there is a conflict between these Terms and a mandate-specific document, the mandate-specific document prevails on the point of conflict. Capitalised terms used but not defined here have the meaning given in the Investment Management Agreement.

BOTA is a private partnership. We accept new relationships deliberately and only after a partner-led onboarding process. No obligation arises on either side until the Investment Management Agreement has been signed by a duly authorised officer of the firm.

What we require

• Customer-identification documentation for the client and any beneficial owners under our internal Customer Identification Programme, modelled on the standards of the USA PATRIOT Act and applicable best practice.
• Source-of-wealth and source-of-funds evidence proportionate to the size and complexity of the mandate.
• Tax-status documentation - Form W-9 for U.S. persons, Form W-8BEN / W-8BEN-E for non-U.S. persons - together with any required CRS self-certification.
• Verification of status as an Accredited Investor, Qualified Client and/or Qualified Purchaser, as applicable to the proposed mandate.
• Authorised-signatory and power-of-attorney evidence for trusts, foundations, holding companies and similar structures.

Discretionary

BOTA manages your portfolio on a fully discretionary basis within the parameters of the agreed Investment Policy Statement, including asset allocation, manager selection and tactical positioning.

Advisory

BOTA provides personal recommendations on which you decide whether to act. Each recommendation is subject to BOTA's fiduciary duty under common law and applicable state law.

Execution Only

Used only on an exceptional basis and only for non-complex instruments. Suitability obligations are limited accordingly.

Family Office

Consolidated reporting, governance support, structuring coordination and the orchestration of third-party advisers under your direction.

BOTA does not provide tax advice, legal advice or accounting services. Where such advice is required we will, on request, coordinate the engagement of independent specialists on agreed terms.

BOTA owes each client an undivided fiduciary duty under common law and applicable state law, supplemented by contract. That duty comprises a duty of care and a duty of loyalty, and cannot be waived by these Terms or by the Investment Management Agreement. The duty applies regardless of how a mandate is described or how fees are calculated.

• Duty of care - to provide advice and to monitor positions in your best interest, with the diligence reasonably expected of a professional fiduciary.
• Duty of loyalty - to eliminate or, at minimum, make full and fair disclosure of all material conflicts of interest before they arise.
• Code of Ethics - internally adopted and applicable to every partner, employee and access person of the firm.
• Cross-trades and principal transactions - undertaken only on agreed terms, only where demonstrably in the best interests of both clients, and only with written client consent where required.

Fees are quoted in the schedule attached to the Investment Management Agreement and described in full in the firm's Disclosure Brochure. They are typically expressed as a percentage of assets under management or advice, on a tiered scale. Fees accrue daily and are invoiced quarterly in arrears.

Cost transparency

• A personalised cost statement is delivered before the mandate begins.
• An annual statement summarising all costs and charges for the prior calendar year is delivered by 31 March.
• Performance-based compensation, where applicable, is available only to clients meeting the Qualified Client standard and is subject to an agreed hurdle and high-water mark.
• Third-party costs (custody, brokerage, fund-level fees, transaction taxes) are charged at cost and disclosed in the periodic statement.
• 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.

Periodic reporting

Clients receive monthly position statements through the Family Portal, a quarterly performance and attribution report, and an annual review meeting with the founding partner responsible for the mandate. The qualified custodian delivers account statements directly to the client at least quarterly.

Instructions are accepted only from named, authorised persons identified during onboarding. We may, but are not required to, accept instructions transmitted by email, secure messaging or telephone and may decline any instruction we cannot reasonably verify.

• Investment instructions outside the agreed mandate parameters require written confirmation from the authorised signatory before execution.
• Books-and-records are retained under our internal recordkeeping policy, which mirrors the standard applied by professional fiduciaries - including copies of relevant communications and contemporaneous records of advice given.
• Standing instructions remain in force until revoked in writing or replaced by superseding instructions.
• BOTA is not obliged to act on an instruction that would, in its reasonable opinion, breach applicable law, regulation or these Terms.

BOTA treats all client information as strictly confidential and protects it in line with the Gramm-Leach-Bliley Act, the FTC Safeguards Rule and applicable state privacy laws. Information will not be disclosed to any third party except: with your prior written consent; where reasonably necessary to operate the mandate (for example, to qualified custodians and counterparties); where required by law, regulation or a binding order; or to our professional advisers under equivalent duties of confidentiality.

You acknowledge that investment in financial instruments and private-market participations carries risk and that the value of investments can fall as well as rise. BOTA does not guarantee investment outcomes. Past performance is not a reliable indicator of future results.

• Market, liquidity, credit, currency, concentration, counterparty and operational risks may, alone or in combination, result in significant losses.
• Private-market positions are typically illiquid, may be subject to capital calls and may not be realisable at their reported fair value.
• Tax outcomes depend on your individual circumstances and may change. You are responsible for obtaining your own tax advice.
• Where leverage or derivatives are used within an agreed strategy, losses may exceed amounts originally committed.

BOTA acts honestly, fairly and in the best interests of its clients. Nothing in these Terms operates as a waiver of any right, remedy or cause of action available under U.S. federal or New York State securities laws, or under common-law fiduciary principles. Any provision that would have such effect is severable to the extent necessary to give effect to those rights.

Subject to the paragraph above, BOTA is not liable for losses that result from market movements, the failure of a qualified custodian or counterparty selected with reasonable care, force majeure events, or the consequences of acting on accurate information that subsequently became out of date.

Either party may terminate the Investment Management Agreement by giving thirty calendar days' written notice. BOTA may terminate with immediate effect if continued provision of services would breach applicable law or regulation, or if the relationship has been materially damaged by a breach that has not been remedied within a reasonable period.

• On termination, open positions are realised or transferred on a reasonable timetable agreed with the client.
• Fees accrued up to the effective date of termination remain payable.
• Sections relating to confidentiality, liability, data protection, record-keeping and governing law survive termination.
• Final reporting and a closing balance statement are delivered within forty-five days of termination.

Governing Law

These Terms and the Investment Management Agreement are governed by the laws of the State of New York and the applicable federal laws of the United States, without regard to conflict-of-laws principles.

Jurisdiction

Disputes are submitted to the exclusive jurisdiction of the state and federal courts located in the County of New York, save that we retain the right to bring proceedings in any jurisdiction where the client has assets.

Mediation

The parties undertake to attempt resolution by good-faith mediation before issuing court proceedings, except where urgent injunctive relief is required.

Arbitration

Where a mandate provides for arbitration, proceedings are administered by JAMS or the American Arbitration Association under their respective Comprehensive Arbitration Rules. Any such arrangement is without prejudice to rights of action available under U.S. federal or New York State securities laws.

Independent Recourse

Independent escalation paths - including the New York State Office of the Attorney General (Investor Protection Bureau) and the New York State Department of Financial Services - are listed in the Regulatory Disclosures document.

These Terms may be updated to reflect changes in law, regulation or our business. Material amendments are notified to clients in writing at least thirty days before they take effect, together with a summary of material changes. Non-material amendments, including clarifications and typographical corrections, take effect on publication.

The version history of these Terms is maintained on request. The version and effective date are shown on every published copy and in the footer of this page.