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. 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. Developer shall construct the Private Project Improvements and the Public Project Improvements with private funds. Developer shall advance all Private Funds necessary to construct the Private Project Improvements and the Public Project Improvements. The private funds will be derived from a combination of Developer’s equity or equity investment provided by third parties, and debt incurred by Developer or third parties (hereinafter the “Private Funds”). Notwithstanding the foregoing, the CID will fund those certain Public Project Improvements and Private Project Improvements as set forth in Exhibit F-3, subject to the issuance of bonds by the Industrial Development Authority of the City of Joplin, Missouri as provided in the CID Cooperative Agreement. To the extent that there are improvements as may be required by MoDOT related to the Public Project Improvements to be funded by the CID that are located outside of the CID boundaries (specifically including, but not limited to, improvement located (a) north of the midline of 32nd Street at the intersection of 32nd Street and the realigned Xxxxxxx Boulevard, including acquiring any right- of-way, utility relocation, reconstruction of any permanent property improvements, and traffic light improvements, and (b) at the intersection of 36th Street and Range Line Road, including acquiring any right-of-way, utility relocation, reconstruction of any permanent property improvements, and traffic light improvements), the Developer shall construct such Public Project Improvements outside of the CID boundaries with private funds.
Private Funds. (a) Section 2.18(a) of the Disclosure Schedules lists all of the Private Funds to which any of the Adviser Entities and Private Fund GPs provides Investment Management Services. Except for such Private Funds and the Registered Funds listed on Section 2.17(a) of the Disclosure Schedules, there are no pooled investment vehicles for which an Adviser Entity or Private Fund GP provides Investment Management Services or serves as the sponsor, general partner, managing member, sub-adviser, or in any similar capacity (including any master or feeder fund, parallel fund, fund of one or other similar alternative investment vehicle or third party co-investment vehicle).
Private Funds. No Clients exempt from the definition of “investment company” under the Investment Company Act in reliance on Section 3(c)(1) or Section 3(c)(7) thereof are sponsored or controlled by the Company or any of the Subsidiaries of the Company.
Private Funds. Developer shall construct the Private Project Improvements and the Public Project Improvements with private funds. Developer shall advance all Private Funds necessary to construct the Private Project Improvements and the Public Project Improvements. The private funds will be derived from a combination of Developer's equity or equity investment provided by third parties, and debt incurred by Developer or third parties (hereinafter the "Private Funds").
Private Funds. (i) Each Private Fund is a limited liability company duly formed, validly existing and in good standing under the Laws of the jurisdiction of its formation, and has all requisite power and authority to conduct its business in the manner currently conducted. The Seller has delivered to the Purchaser true and complete copies of each Private Fund Agreement as in effect as of the date of this Agreement.
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 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 all applicable laws. All of the outstanding shares or other ownership interests of each Private Fund (as applicable) are duly authorized, validly issued, fully paid and non-assessable, and none of such shares or other ownership interests have been issued in violation of any applicable laws.
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.
