Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "Investor," or "you") and Oriental Holdings LLC, a Delaware limited liability company ("Oriental Holdings," "we," "us," or "our"). By accessing or using our website, requesting information, or engaging our investment management services, you acknowledge that you have read, understood, and agree to be bound by these Terms and all applicable laws and regulations.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE OUR SERVICES OR WEBSITE.

2. Eligibility and Investor Qualifications

2.1 Accredited Investor Status

Our investment products and services are available exclusively to "accredited investors" as defined under Rule 501 of Regulation D of the Securities Act of 1933, as amended. You represent and warrant that you meet one or more of the following criteria:

• Individual net worth, or joint net worth with spouse, exceeding $1,000,000 (excluding primary residence)
• Individual income exceeding $200,000 in each of the two most recent years, or joint income with spouse exceeding $300,000, with reasonable expectation of reaching the same income level in the current year
• An entity with assets exceeding $5,000,000 that was not formed for the specific purpose of acquiring our securities
• A bank, insurance company, registered investment company, business development company, or small business investment company
• An employee benefit plan meeting certain criteria under ERISA
• A trust with total assets exceeding $5,000,000 managed by a sophisticated person
• An entity in which all equity owners are accredited investors

2.2 Qualified Purchaser Status

Certain investment vehicles may require "qualified purchaser" status under Section 2(a)(51) of the Investment Company Act of 1940. You represent that, if applicable, you meet the qualified purchaser requirements.

2.3 Verification Requirements

We reserve the right to verify your accredited investor or qualified purchaser status through third-party verification services, financial documentation, certifications from licensed attorneys or CPAs, or other reasonable methods. Failure to provide requested verification may result in denial of access to our services.

3. Investment Advisory Services

3.1 Registration and Compliance

Oriental Holdings LLC is registered with the U.S. Securities and Exchange Commission ("SEC") as an investment adviser under the Investment Advisers Act of 1940, as amended. Our ADV Part 2A (Firm Brochure) and ADV Part 2B (Brochure Supplement) are available upon request and contain important information about our services, fees, conflicts of interest, and disciplinary history.

3.2 Fiduciary Duty

As a registered investment adviser, we owe our clients a fiduciary duty, which includes the duty of care and the duty of loyalty. We are obligated to:

• Act in your best interest at all times
• Provide suitable investment advice based on your financial situation and objectives
• Fully disclose all material facts and conflicts of interest
• Seek best execution for client transactions
• Avoid placing our interests ahead of yours

3.3 Investment Management Agreement

Actual investment advisory services are provided pursuant to a separately executed Investment Management Agreement ("IMA"). The IMA will govern the specific terms of our relationship, including investment objectives, strategies, fee schedules, termination provisions, and other material terms. In the event of any conflict between these Terms and the IMA, the IMA shall control.

4. Fees and Expenses

4.1 Management Fees

Our standard management fee structure is detailed in our Form ADV Part 2A and your Investment Management Agreement. Management fees are typically calculated as a percentage of assets under management (AUM) and are assessed quarterly in advance or arrears as specified in your agreement.

4.2 Performance Fees

For eligible clients, we may charge performance-based fees (incentive allocations) in accordance with Rule 205-3 under the Investment Advisers Act. Performance fees are subject to high-water mark provisions and are only charged to qualified clients with net worth exceeding $2.2 million or $1.1 million in assets under management with our firm.

4.3 Other Expenses

In addition to management and performance fees, clients are responsible for their proportionate share of fund expenses, including but not limited to: brokerage commissions, exchange fees, regulatory fees, custodial fees, audit and accounting fees, legal fees, administrator fees, and other operating expenses. These expenses are separate from and in addition to our advisory fees.

5. Risk Disclosures

INVESTING IN SECURITIES INVOLVES SUBSTANTIAL RISK OF LOSS. YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISKS BEFORE INVESTING:

• Market Risk: The value of investments may decrease due to market conditions, economic factors, or other circumstances beyond our control.
• Liquidity Risk: Certain investments may have limited liquidity, making it difficult to sell positions quickly or at favorable prices.
• Leverage Risk: Use of leverage magnifies both gains and losses and may result in margin calls or forced liquidation.
• Concentration Risk: Concentrated positions in specific securities, sectors, or strategies may increase volatility and risk of loss.
• Regulatory Risk: Changes in laws, regulations, or tax treatment may adversely affect investment performance.
• Counterparty Risk: Failure of brokers, custodians, or other counterparties may result in loss of assets.
• Operational Risk: Failures in systems, processes, or personnel may adversely impact operations and investment performance.
• Cybersecurity Risk: Data breaches or cyberattacks may compromise confidential information or disrupt operations.
• No Guarantee: Past performance is not indicative of future results. There is no guarantee that investment objectives will be achieved or that losses will not occur.

6. Client Representations and Warranties

By using our services, you represent and warrant that:

• All information provided to us is accurate, complete, and current
• You have the legal capacity and authority to enter into these Terms
• You meet all investor qualification requirements
• You have received and reviewed all required disclosure documents
• You understand the risks associated with the investments and strategies we employ
• You are able to bear the economic risk of loss of your entire investment
• You are not subject to any legal or regulatory restrictions that would prohibit participation
• Your investment is not funded with retirement or other funds that you cannot afford to lose

7. Confidentiality and Data Privacy

We maintain strict confidentiality regarding client information in accordance with Regulation S-P under the Securities Exchange Act of 1934 and applicable state privacy laws. Our Privacy Policy, which is incorporated into these Terms by reference, describes how we collect, use, and protect your personal and financial information.

We may disclose client information: (i) as required by law, regulation, or legal process; (ii) to our service providers who are bound by confidentiality obligations; (iii) to regulators or law enforcement in connection with investigations; or (iv) with your express written consent.

8. Anti-Money Laundering and Know Your Customer

In compliance with the Bank Secrecy Act, USA PATRIOT Act, and regulations promulgated by the Financial Crimes Enforcement Network (FinCEN), we have implemented Anti-Money Laundering (AML) and Know Your Customer (KYC) procedures. We are required to:

• Verify the identity of all clients and beneficial owners
• Maintain records of identification documents and verification methods
• Screen clients against Office of Foreign Assets Control (OFAC) sanctions lists
• Monitor transactions for suspicious activity and file Suspicious Activity Reports (SARs) when required
• Reject or terminate relationships with clients who fail to provide required information

9. Intellectual Property Rights

All content on our website and in our materials, including text, graphics, logos, images, software, data compilations, and proprietary trading algorithms, is the property of Oriental Holdings LLC or our licensors and is protected by U.S. and international copyright, trademark, patent, and trade secret laws.

You are granted a limited, non-exclusive, non-transferable license to access and use our website and materials solely for evaluating our services. You may not copy, modify, distribute, sell, or create derivative works based on our intellectual property without express written permission.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ORIENTAL HOLDINGS LLC AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR:

• Investment losses or diminution in account value
• Lost profits, loss of business, or consequential damages
• Indirect, incidental, special, or punitive damages
• Damages arising from market conditions, force majeure events, or circumstances beyond our reasonable control
• Actions or omissions of third-party service providers, brokers, or custodians
• Technical failures, system outages, or cybersecurity incidents

Nothing in these Terms shall limit our liability for gross negligence, willful misconduct, fraud, or violations of securities laws where such limitation would be prohibited by law.

11. Indemnification

You agree to indemnify, defend, and hold harmless Oriental Holdings LLC and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from: (i) your breach of these Terms; (ii) your violation of any law or regulation; (iii) your violation of any third-party rights; or (iv) any misrepresentation or false information provided by you.

12. Dispute Resolution and Arbitration

12.1 Mandatory Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms, our services, or the relationship between the parties shall be resolved through binding arbitration administered by JAMS (Judicial Arbitration and Mediation Services) in accordance with its Comprehensive Arbitration Rules and Procedures.

12.2 Arbitration Procedures

• Arbitration shall be conducted by a single arbitrator with expertise in securities law
• The arbitration shall take place in Delaware
• The arbitrator's decision shall be final and binding
• Judgment on the arbitration award may be entered in any court of competent jurisdiction
• Each party shall bear its own costs and fees unless otherwise awarded by the arbitrator

12.3 Class Action Waiver

YOU AGREE THAT DISPUTES SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS ONLY. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING.

12.4 Exceptions to Arbitration

Either party may seek equitable relief in court to protect intellectual property rights or to enforce confidentiality obligations.

13. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law provisions. To the extent any dispute is not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware.

14. Termination

Either party may terminate the advisory relationship upon written notice as specified in the Investment Management Agreement. Upon termination:

• We will cease providing investment advisory services
• You will be responsible for pro-rated fees through the termination date
• Assets will be returned to you or transferred to your designated custodian
• Confidentiality obligations shall survive termination
• You will remain liable for any obligations incurred prior to termination

15. Amendments and Modifications

We reserve the right to modify these Terms at any time. Material changes will be communicated to clients via email, website posting, or other reasonable means. Continued use of our services following notification of changes constitutes acceptance of the modified Terms. If you do not agree to the modifications, you must terminate your relationship with us.

16. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving its intent.

17. Entire Agreement

These Terms, together with the Investment Management Agreement, Form ADV, Privacy Policy, and any other written agreements between the parties, constitute the entire agreement regarding your use of our services and supersede all prior or contemporaneous communications, whether oral or written.

18. Contact Information