Common use of Private Funds Clause in Contracts

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.