Private Funds Clause Samples

Private Funds. The Company shall use commercially reasonable efforts to obtain, as promptly as reasonably practicable following the date of this Agreement, the consent of each Private Fund for which consent to the assignment or deemed assignment of such Private Fund’s Investment Advisory Arrangement with the Company or any of its Subsidiaries is required by applicable law or by such Private Fund’s Investment Advisory Arrangement as a result of the transactions contemplated by this Agreement. In furtherance thereof, as promptly as reasonably practicable following the date of this Agreement, and except as provided on Schedule 7.2(b)(i): (i)(A) if the applicable Investment Advisory Arrangement expressly requires the written consent of investors to the assignment or deemed assignment of such Private Fund’s Investment Advisory Arrangement with the Company or any of its Subsidiaries, or (B) permits consent to be obtained by a Fund Negative Consent Notice (as defined below) and the Company or the applicable Subsidiary determines, in its discretion, that for commercial reasons it would be prudent or appropriate to obtain the written consent of one or more investors in such Private Fund to the assignment or deemed assignment of such Private Fund’s Investment Advisory Arrangement, then the Company shall, and shall cause its Subsidiaries to, as applicable, send a written notice, which shall be in form and substance reasonably satisfactory to Parent, to each investor in such Private Fund described in Clause (A) or such investors described in Clause (B) requesting the written consent of the investor to the assignment or deemed assignment of the Investment Advisory Arrangement and informing each investor in the Private Fund of the intention (X) to complete the transactions contemplated by this Agreement, which will result in an assignment or deemed assignment of the Investment Advisory Arrangement with the Private Fund, and (Y) to continue to provide the advisory services pursuant to the existing Investment Advisory Arrangement with such Private Fund after the Closing so long as a majority-in-interest (or such higher percentage as may be required under the applicable Investment Advisory Arrangement) of the investors provide (and do not withdraw) their consent to the assignment or deemed assignment of such Private Fund’s Investment Advisory Arrangement; provided that any Private Fund described in Clause (A) shall be deemed a Non-Consenting Client unless and until a majority-in-interest...

Private Funds. As noted previously, we acquired several private funds (Lenox PE Fund I, LLC, Lenox Blue Chip, LLC, and Lenox HPE, LLC (each a “Fund” and collectively the “Funds”) as a result of our acquisition of Lenox Wealth Management Inc. Certain employees of the firm serve as General Partner of each Fund or devote time to Fund matters as the firm has assumed primary responsibility for administrative matters pertaining to the Funds. Our employees will devote to the Funds as much time as we deem necessary and appropriate to manage their business. Potentially, such activities could be viewed as creating a conflict of interest in that the time and effort of our management personnel and other employees will be devoted to matters related to the business of the Funds rather than our core business activity. Clients who invest in the Funds are not charged any additional advisory fees other than the advisory fee allocated to the investors in the Funds. The Funds are not required to register as an investment company under the Investment Company Act of 1940 in reliance upon an exemption available to funds whose securities are not publicly offered. The Funds are managed on a discretionary basis in accordance with the terms and conditions of the Funds’ offering and organizational documents. The Funds are not accepting new subscribers.

Private Funds. ‌ The firm acquired several private funds (Lenox PE Fund I, LLC, Lenox Blue Chip, LLC, and Lenox HPE, LLC (each a “Fund” and collectively the “Funds”) as a result of our acquisition of Lenox Wealth Management. The funds are not accepting new subscribers. Item 11 – Code of Ethics, Participation in Client Transactions and Personal Trading‌

Private Funds. (a) To the knowledge of the Company, the Private Funds meet, and at all times have met, all conditions to be excluded from the definition of “investment company” in the U.S. Investment Company Act pursuant to Section 3(c)(1) and/or 3(c)(7) of the U.S. Investment Company Act. (b) The Private Funds do not hold or invest in, and do not intend in the future to acquire, hold, or invest in, any security that is listed on a securities exchange or publicly traded on a securities exchange or on the over-the-counter markets. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) each Private Fund has sufficient collateral to support its current borrowing; (ii) the Investment Adviser is not a guarantor of, or otherwise liable in connection with, on behalf of, or for any borrowing obligations of any Private Fund; and (iii) at all times since January 1, 2020, all securities and cash of the Private Funds have been maintained at a qualified custodian and the Investment Adviser has obtained the requisite audit of its Private Funds and delivered the audited financial statements to each investor (or authorized representative thereof) in the Private Funds in accordance with Rule 206(4)-2 under the U.S. Advisers Act. (d) To the knowledge of the Company, as of the date hereof, there are no material defaults by any Private Fund investors on capital calls or capital contributions with respect to any Private Fund except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and, to the knowledge of the Company, no limited partner or investor in any Private Fund has expressed its intent to fail to fund a capital call or capital contribution except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (e) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, to the extent any Private Fund has or anticipates executing any transactions in instruments regulated by the CFTC, the Investment Adviser or relevant affiliate thereof has timely made all applicable filings and affirmations necessary to claim the applicable exemption from the commodity pool operator or commodity trading authority registration requirements under the U.S. Commodity Exchange Act and any CFTC or NFA rules.

Private Funds. (a) Each Private Fund has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate, partnership, limited liability company, or similar power and authority. Each Private Fund possesses all material permits necessary to entitle it to use its name, to own, lease or otherwise hold its properties and assets and to carry on its business as it is now conducted. Each Private Fund is duly qualified, licensed or registered to do business in each jurisdiction where it is required to do so under Applicable Law other than any failure to be so qualified that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. All outstanding shares or units of each Private Fund have been issued and sold on a private placement basis in compliance with Applicable Law, including pursuant to an applicable exemption from registration pursuant to the Securities Act and the Investment Company Act. (b) As to each Private Fund, there has been in full force and effect an Investment Advisory Agreement at all times that any Hatteras Group member was performing Investment Management Services for such Private Fund, and each such Investment Advisory Agreement pursuant to which any of the Hatteras Group members has received compensation respecting its activities in connection with any of the Private Funds was duly approved in accordance with Applicable Law (as applicable to such Private Fund). Each such Investment Advisory Agreement contains all provisions required by Applicable Law, including the Investment Advisers Act. (c) There are no material special restrictions, consent judgments or judicial orders on or with regard to any of the Private Funds. All material notifications to local regulatory and other bodies required by Applicable Laws have been made to permit such activities as are carried out by the Private Funds and all authorizations, licenses, consents and approvals required by Applicable Laws have been obtained in relation to the Private Funds. (d) Copies of the current private placement memorandum or other offering document of each of the Private Funds have been provided to Purchaser by the Hatteras Sellers prior to the date hereof. Each investor or offeree of an investment in a Private Fund (other than Hatteras Trading Advisors, an exempted company incorporated in the Cayman Islands) has been delivered a private placement memorandum (or other ap...

Private Funds. Schedule 3.18 sets forth a correct and complete list of each Private Fund. Except with respect to such Private Funds and the Mutual Funds set forth in Schedule 3.17, neither the Company nor any Controlled Affiliate acts as investment adviser, investment sub-adviser, general partner, managing member, manager or sponsor to any other pooled investment vehicle. No Private Fund is, or at any time since its inception was, required to register as an investment company under the Investment Company Act. (a) Each Private Fund that is a juridical entity has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate, partnership, limited liability company, or similar power and authority. Each Private Fund possesses all Permits necessary to entitle it to use its name, to own, lease or otherwise hold its properties and assets and to carry on its business as it is now conducted. Each Private Fund is duly qualified, licensed or registered to do business in each jurisdiction where it is required to do so under Applicable Law other than any failure to be so qualified that, individually or in the aggregate, has not had or resulted in and would not reasonably be expected to have or result in a Company Material Adverse Effect. All outstanding shares or units of each Private Fund have been issued and sold in compliance with Applicable Law in all material respects.

Private Funds. (a) Each Private Fund has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite corporate, partnership, limited liability company, or similar power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as it is now conducted. Each Private Fund is qualified, licensed or registered to do business in each jurisdiction where it is required to do so under applicable Law. All of the outstanding ownership interests of each Private Fund (as applicable) are duly authorized, validly issued, fully paid and non-assessable, and none of such ownership interests have been issued in violation of any Laws. All ownership interests of the Private Funds that have been and are being offered for sale have been exempt from registration under the Securities Act, including that the Company and General Partner had a reasonable belief that each Investor at the time of any purchase of interests was an accredited investor as such term is used in the Securities Act, and are exempt from registration or qualification under the securities laws of each state or other jurisdiction in which such shares or other ownership interests have been or are being offered for sale, and no action has been taken by the Private Funds or any state or federal regulatory authority to revoke, withdraw, or rescind any such registration or qualification. No Private Fund is, or at any time since its inception has been, required to register as an investment company under the Investment Company Act. (b) Schedule 4.23(b) of the Disclosure Schedules lists each of the Private Funds as of the Effective Date. With respect to each of the Private Funds, such schedule identifies: (i) the jurisdiction of organization or formation; (ii) the investment adviser; (iii) the General Partner; (iv) the aggregate capital commitments to such Private Fund as of June 30, 2025 or as of the Effective Date, as specified therein, including the amount of capital commitments by any Acquired Company; (v) the aggregate amount of capital contributions made by the Investors to such Private Fund as of June 30, 2025; and (vi) the source(s) of any Private Fund’s exemption from the registration requirements of the Investment Company Act and applicable non-U.S. investment company registration laws. As to each Private Fund, there has been in full force and effect an Advisory Contract at all times that any Acquired Com...

Private Funds. Notwithstanding any other provisions of this Agreement to the contrary, promptly following a request by the General Partner, the Partnership and each Employee Equityholder shall use reasonable best efforts to take such actions as may reasonably be requested by the General Partner to ensure that the investment funds managed by the Partnership (or its Controlled Affiliates) will not be consolidated under GAAP with the financial statements of the Partnership.

Private Funds. As promptly as reasonably practicable following the date hereof, WCP shall request that the governing body of any each Private Fund consent to the “assignment” (as defined in the Investment Advisers Act) or continuation of its Advisory Contract (including, as applicable, the governing documents of such Private Fund) resulting from the consummation of the transactions contemplated hereby. WCP will, as promptly as practicable thereafter, but in any event no later than ten Business Days after the date hereof, request that the Private Fund deliver written notice to the limited partners, members, stockholders or investors, as applicable, of the Private Fund, informing them of the proposed transactions hereunder. If a majority in interest of the limited partners, members, stockholders or investors, as applicable, of such Private Fund do not object to such consent by the general partner or manager of such Private Fund, or all of the independent directors of such Private Fund consent, prior to the Closing Date, such Private Fund shall be deemed to have consented to the “assignment” (as defined in the Investment Advisers Act) or continuation of its Advisory Contract (including, as applicable, the governing documents of such Private Fund) resulting from the consummation of the transactions contemplated hereby.