"Potential investors should be aware that an investment in Non-Publically Traded Offerings involve a high degree of risk. There can be no assurance that such offerings' investment objectives will be achieved, or that an investor will receive a return of any or all of its capital. Potential investors should consider, among other things, the factors set forth below in determining whether an investment in such an investment is a suitable investment. "

The types of investments that the Fund anticipates making involve a high degree of risk. In general, financial and operating risks confronting portfolio companies can be significant. While targeted returns should reflect the perceived level of risk in any investment situation, there can be no assurance that the Fund will be adequately compensated for risks taken. A loss of principal is possible. The timing of profit realization is highly uncertain. Losses are likely to occur early, while successes may require a long maturation.

Early-stage and development stage companies often experience unexpected problems in the areas of product development, manufacturing, marketing, financing and general management, which, in some cases, cannot be adequately solved. In addition, such companies may require substantial amounts of financing which may not be available through institutional private placements or the public markets. The percentage of companies that survive and prosper can be small.

Investments in more mature companies in the expansion or profitable stage also involve substantial risks. The companies typically have obtained capital in the form of debt and/or equity to expand rapidly, reorganize operations, acquire a business or develop new products and markets. These activities by definition involve a significant amount of change in a company and could give rise to significant problems in sales, manufacturing and general management of these activities.

The Fund may be unable to identify companies that complement its strategy, and even if it identifies appropriate opportunities, the Fund may be unable to acquire an interest in the company for many reasons including: a failure to agree on the terms of the investment, such as the amount or price of the sought after interest; incompatibility between the Fund's management and management of the company; competition from other capital providers; and the unwillingness of the company to accept an investment offer from the Fund. Failure to identify sufficient investment opportunities and the overall inability of the Fund to generate sufficient deal flow could affect the Fund's ability to deploy all of its capital, which could adversely affect the return to the Partners.

The Fund intends to hold positions in non-public companies which are generally illiquid investments. While the Fund does not anticipate selling its interests in its portfolio company before an acquisition, initial public offering, or specified put prevision if it were to divest of its interests prior to such an event, the Fund may not receive maximum value for these positions. In such case, the realizable value of the Fund's interests may ultimately prove to be lower than the carrying value reflected on its financial statements.

The Fund expects to encounter competition from other entities having similar investment objectives. Potential competitors include other venture capital and other private equity funds, business development companies, investment partnerships and corporations, small business investment companies, and large industrial and financial companies investing directly or through affiliates and individuals. Some of these competitors may have significant experience, greater financial and technical resources and a greater number of qualified personnel than the General Partner or the Management Company. To the extent that the Fund encounters competition for investments, investment opportunities may decrease requiring the Fund to invest at higher prices which may ultimately reduce the returns to investors.

Securities markets, in general, and certain sectors the Fund may invest in, in particular, have experienced periods of significant volatility. Increased volatility in the future could increase the risk of loss in securities investments as compared to the risk of loss in more stable market conditions. Interest rate volatility, general levels of economic activity and participation by other investors in the financial markets may materially adversely affect the value of investments made or held by the Fund. Should equity markets, particularly those affecting certain sectors the Fund may invest in, weaken or experience a recession, the Fund will have difficulty raising investment capital and liquidating investments in the public and private markets. The Fund may also experience difficulty in identifying investment opportunities and securing follow-on financing for the Fund's investments.

Furthermore, the value of businesses and the price of the equity and equity-related securities of those businesses, in which the Fund intends to invest in, may be based upon factors and multiples used for publicly-traded companies. The public market for the stocks of certain sectors the Fund may invest in has experienced extreme price and volume fluctuations. Investors' interest in certain sectors the Fund may invest in may decline in the future and may cause extreme volatility in, including significant decreases in, the price from which these stocks have been trading. A decrease in the price of publicly-traded stocks from sectors the Fund may invest in would likely have a negative effect on the valuations given to the Fund's portfolio companies, which would have a material adverse effect on the value of the Fund's assets.

The Fund intends on diversifying into various sectors, however, the success of the Fund depends largely on making investments in portfolio companies, which may be isolated to certain sectors or regions such as the US. The value of companies in these sectors and/or regions may be particularly vulnerable to rapidly changing technology, government regulation and relatively high risks of obsolescence caused by scientific and technological advances. Adverse changes in economic conditions in the geographic markets that the portfolio companies serve would likely impair such companies' ability to realize revenue growth and could otherwise have a negative effect on the Fund's rate of return. Although the Fund will limit the amount of its aggregate capital commitments invested in any single portfolio company, it will have a high concentration of its assets in the securities of a limited number of issuers. This concentration risk may be heightened by the Fund's participation in follow-on rounds of financing.  Such lack of diversification could magnify potential losses. Accordingly, the investment portfolio of the Fund may be subject to more rapid changes in value than would be the case if the Fund were subject to more stringent requirements with respect to diversification among companies, securities and types of securities, as well as other types of investments.

General economic conditions may affect the activities of the Fund. Interest rates, the price of marketable securities and participation by other investors in the financial markets may also affect the value of securities purchased by the Fund or considered for purchase. Potential investors should realize that distributions may not be made by the Fund due to general economic conditions, illiquidity of portfolio investments, contractual prohibitions or other reasons mentioned above.

Investment in the Fund requires a long-term commitment, with no certainty of return. The Fund may invest in companies that are experiencing or are expected to experience financial difficulties, which will require additional equity capital to be successful. Identifying potentially profitable enterprises is a difficult task. The companies in which the Fund will invest may involve a high degree of risk. Such companies may face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing, and service capabilities, and a larger number of qualified managerial and technical personnel. Many of the Fund's investments will be highly illiquid, and there can be no assurance that the Fund will be able to realize a return on such investments in a timely manner, if at all. Additionally, the Fund may acquire securities that cannot be sold except pursuant to a registration statement filed under the Securities Act or in accordance with Rule 144 of the Securities Act or another exemption under the Securities Act. There will likely be no near-term cash flow available to investors. Since the Fund may only make a limited number of investments and since many of the Fund's investments may involve a high degree of risk, poor performance by a few of the investments could severely affect the total returns to investors. Additionally, it should be noted that past performance is not a guarantee of future results.

Investment in private companies involves extreme business and financial risks and can result in substantial or total loss. Investment in the Fund requires the financial ability and willingness to accept significant risks of illiquidity. There is no public market for the Interests and none is expected to develop. The Interests will generally not be redeemable and will not be transferable without the prior consent of the General Partner, which may be granted or withheld in its sole and absolute discretion. Consequently, notwithstanding the distribution provisions of the Partnership Agreement, investors may not be able to liquidate their Interests prior to the end of the Commitment Period.

In addition, because the Fund's General Partner may close the Fund on a specific date (thus creating a finite term), investments made by it may not be ready for disposition at the end of such term. As a result, there may be in-kind distributions of interests in such investments, which may be illiquid securities. The proceeds upon disposition of such securities could be significantly less than their fair value. The Interests have not been registered under the Securities Act, the securities laws of any state thereof or the securities laws of any other jurisdiction, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and other applicable securities laws or an exemption from registration is available. It is not contemplated that registration of the Interests under the Securities Act or other securities laws will ever be affected.

The Fund may invest in minority positions of companies and in companies for which the Fund has no right to appoint a director or otherwise exert significant influence. In such cases, the Fund will be significantly reliant on the existing management and board of directors of such companies, which may include representatives of other financial investors with whom the Fund is not affiliated and whose interests may conflict with the interests of the Fund.

After the Fund has financed a company, continued development and marketing of products will require that additional financing be provided. Companies in the target sectors in which the Fund expects to invest have substantial capital needs that are typically funded over several stages of investment. No assurance can be made that such additional financing will be available and no assurance can be made as to the terms upon which such financing may be obtained.

 The success of the Fund will depend on the ability of the General Partner and the Management Company to identify opportunities, to negotiate and arrange the closing of transactions, to stimulate good performance by portfolio companies and to arrange timely disposition of securities at a profit. There can be no assurance that the General Partner and the Management Company will generate an adequate stream of investment opportunities. Additionally, the success of the Fund will depend on the continued involvement of the Principals in the business and affairs of the Fund, particularly Adrian Eddleman. Although the Investment Committee will manage the business and affairs of the Fund in the event that Adrian Eddleman ceases to do so, there can be no assurance that the Investment Committee will generate an adequate stream of investment opportunities or continue to manage the Fund as effectively as Mr. Eddleman.

Limited Partners of the Fund will have no opportunity to control the day-to-day operations, including investment and disposition decisions, of the Fund. In addition, Investors will have no ability to remove the General Partner. In order to safeguard their limited liability for the liabilities and obligations of the Fund, Investors must rely entirely on the General Partner and the Management Company to conduct and manage the affairs of the Fund.

In connection with the disposition of an investment in a portfolio company, the General Partner, and/or the Fund may be required to make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of any business. They may also be required to indemnify the purchasers of such investment to the extent that any such representations turn out to be inaccurate. These arrangements may result in contingent liabilities, which might ultimately have to be funded by the General Partner, its members, and/or the investors, as the case may be.

 In connection with its investments, the Fund may negotiate the right to appoint one of the managers of the General Partner as a member of the portfolio company's board of directors. Such membership on the board of directors of a company can result in the Fund or the individual director being named as a defendant in litigation. Typically, portfolio companies will have insurance to protect directors and officers, but this insurance may be inadequate. The Fund will also indemnify the General Partner and its principals, among others, for liabilities incurred in connection with operations of the Fund, including liabilities arising from such suits. Such indemnification obligations and other liabilities could be substantial.

Partners admitted at subsequent closings will participate in existing investments of the Fund, diluting the interest of existing investors therein. [Although such investors will contribute their pro rata share of previously-made Fund draws there can be no assurance that this payment will reflect the fair value of the Fund's existing investments at the time such additional investors are admitted].

The failure of any investor to contribute any portion of its commitment on a timely basis may adversely affect the Fund's access to capital and, among other things, the ability of the Fund to enter into or consummate investments.

Although the Principals and the Investment Committee have prior experience relating to the financing of companies and in investments similar to those to be made by the Fund, the Fund itself has no operating history and an investment in the Fund must be considered in light of the risk, expense, and difficulties encountered by funds in an early stage of development.

Instances may arise where the interests of the General Partner or the Management Company may potentially or actually conflict with the interests of the Fund and its investors. The General Partner's distributive share of the Incentive Investment may create an incentive for the General Partner to make more speculative investments on behalf of the Fund than it would otherwise make in the absence of such arrangement. [There also exists common ownership among the General Partner and the Management Company. Clients, employees, members and/or affiliates of these entities may also have an ownership interest in the General Partner and/or may be a Limited Partner in the Fund.]

Additionally, the Principals and any other member of the General Partner shall not be required to manage the General Partner or the Fund as their sole and exclusive function, and shall be entitled to have other business interests and may engage in other business activities in addition to those relating to the Fund, including forming and managing other investment partnerships or separate accounts with activities similar to those of the Fund. The Principals and any other member of the General Partner in connection with other business activities or other investment management roles may have access to investment opportunities that may be within the Fund's investment strategy and such investment opportunities may or may not be referred to the Fund as determined by the Principals in their sole discretion.   In light of the foregoing, the Advisor, the General Partner, the Management Company and the Principals may be conflicted with regards to how they allocate their time and resources, as well as determining what investments are appropriate for the Fund or otherwise allocated to the Fund.

The General Partner, and other members of and strategic advisors to the General Partner, may receive origination, transaction, break-up, consulting, advisory or directors' fees from portfolio companies of the Fund, including Due Diligence Fees (and such fees will not inure, or only partially inure, to the benefit of the Fund). The existence of such compensation arrangements may create more of an incentive for the General Partner to cause the Fund to invest in a portfolio company than would otherwise exist in the absence of such fees, and such arrangements may influence such investments generally.

The Fund's investments will be in the form of illiquid securities.  If the General Partner so determines it necessary or in the best interest of the investors or the Fund, the Limited Partners may receive in-kind distributions of illiquid securities in lieu of any cash distributions. Any securities distributed may not be readily marketable or saleable and may have to be held by the investors for an indefinite period of time.

While the Fund may be considered similar to an investment company, it is not registered as such under the Investment Company Act of 1940 (the "Investment Company Act") in reliance upon an exemption available to privately offered investment companies and, accordingly, the provisions of the Investment Company Act (which, among other things, places restrictions on certain investment practices, require an investment company to have a majority of disinterested directors, require securities held in custody to be at all times individually segregated from the securities of any other person and marked to clearly identify those securities as the property of that investment company, and regulate the relationship between the adviser and the investment company) are not applicable.

 The Partnership Agreement of the Fund will provide that the General Partner, the Management Company and/or their members and employees will not be liable to the Fund or to any investor for any loss or damage sustained in connection with the Fund's business, including errors in judgment or other acts or omissions reasonably believed to be within the authority granted to it under the Partnership Agreement, unless such loss or damage is the result of gross negligence or willful misconduct. As a result, investors effectively may have a more limited right of action against the General Partner, the Management Company and/or  their members and employees than they would otherwise have absent such provisions in the Partnership Agreement. The Partnership Agreement will also provide for indemnification of the General Partner, the Management Company and/or their members and employees against liability arising out of any act or omission in connection with business of the Fund if such act or omission does not constitute gross negligence or willful misconduct.

No independent counsel or investment advisor has been retained to represent the interests of the Limited Partners. Each prospective investor is therefore urged to consult with his own counsel as to the terms and provisions of this offering and all documents relating thereto.

Clients of the Management Company may choose, whether solicited or unsolicited, to purchase an ownership interest in the Fund. To the extent that such a recommendation is made by the Management Company or one of its representatives and/or affiliates, the client agrees that such a recommendation is in line with his investment objectives and understands the risks related to investing in a venture capital or other similar type fund and acknowledges the fees payable pursuant to the Fund's Partnership Agreement and any fees payable by the Limited Partner pursuant to a separate management or advisory agreement with the Management Company.

The Fund will reserve the right to invest in securities of companies headquartered or operating in one or more non-U.S. countries, although at present the Fund intends to invest primarily in companies operating in the U.S. Investing in non-U.S. companies involves considerations and possible risks not typically involved in investing in securities of companies headquartered in the U.S., including instability of some governments, the possibility of expropriation, limitations on the use or removal of funds or other assets, changes in governmental administration or economic or monetary policy (in the U.S. or abroad) or changed circumstances in dealings between nations. The application of local tax laws (e.g., the imposition of withholding or other taxes on investment income) or confiscatory taxation may also affect investment in non-U.S. securities. If a non-U.S. portfolio company were to become a publicly traded company, the non-U.S. securities market would likely be less liquid, more volatile and less subject to governmental supervision than in the U.S.. Such investments could be affected by other factors not present in the U.S., including lack of uniform accounting, auditing and financial reporting standards and potential difficulties in enforcing contractual obligations.

In addition, the Fund's investments that are denominated in currencies other than the U.S. dollar are subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short- term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. The Fund does not intend to hedge currency risks.

The Fund intends to be classified as a partnership for federal income tax purposes. Failure to maintain that status would have material adverse tax consequences for members.

In view of the complexity of the tax aspects of an investment in the Fund, particularly in light of the fact that certain of the tax aspects will not be the same for all investors, prospective investors are strongly advised to consult their tax advisors with specific reference to their own tax situations prior to an investment in the Fund. See "Certain Federal Income Tax and Regulatory Considerations."

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Accounting

Accounting

abacus

Our general ledger and bookkeeping services will get your recordkeeping in order. Generally, our clients see improvements in the bottom line with our accounting because we not only keep your books in order, but also have the expertise to help you analyze what they mean to improve your business. Learn more . . .

Whether it's a personal CFO for your complex, multigenerational family finances, or help for your small business that isn't quite big enough for a full-time Controller, we can help. Get the expertise of a full-time CFO/Controller without the cost. Learn more . . .

Your staff is the lifeblood of your organization, but making sure they get paid on time is only a small part of payroll implementation. Failure to timely and properly make payroll tax payments is one of the top reasons businesses become insolvent. And, we have the expertise to do more than just process your payroll and payroll tax; our comprehensive business background means we can help guide you on how to optimize your payroll expense to achieve more, answering questions such as: Is your payroll expense reasonable for your type of business? Should I give bonuses or raises? How can I implement retirement or insurance benefits with the biggest bang-for-the-buck? Learn more . . .

We are a QuickBooks Certified ProAdvisor. Whether it is Quickbooks consulting, QuickBooks training for your staff, or QuickBooks implementation by our staff, we are ready and able to assist you. Learn more . . .

Business Advisory

Business Advisory

watch in a man

As Certified Public Accountants, we can help you with all aspects of your business accounting from Bookkeeping and General Accounting to Controller Services, Payroll Services, QuickBooks, and Tax. In fact, we have an entire division that deals with solely accounting and tax. Learn more . . .

Whether you want to set up an LLC, S-Corp, C-Corp, or some other structure, we'd be happy to assist you with the formation including obtaining your Articles of Organization, obtaining an Employer Identification Number (EIN), tax registration, obtaining a business license, and more. We can even help you with your marketing plan and business plan. Learn more . . .

A business plan or evaluation of your current business implementation strategies can often be much more helpful than you think. Whether it's marketing or operations we've managed multimillion-dollar budgets for these items and helped numerous businesses with everything from the Four P's of Marketing to completing a SWOT Analysis or Pro Forma Income Statement. Learn more . . .

Thinking of selling your business? Perhaps you're looking to buy? Maybe, you want to pass things on to the next generation! Whatever your business transition, sale, or acquisition need, we've helped numerous clients with every aspect from inventory counts and financial statement review, to market analysis, real estate disposition, and multigenerational asset transition.

We have significant experience with the implementation and management of various employer retirement plans. Whether you are a sole proprietor or have a team of hundreds, we can help you select the right plan for your company and implement it. We've advised and managed plans including 401k, SIMPLE, SEP, and more. We were working under the new ERISA fiduciary rules years before they were required. Furthermore, we can educate you on any potential liabilities you may have as a plan sponsor, how to limit those liabilities, and even help educate you and your employees on individual investment selection.

Financial and Estate Planning

Financial and Estate Planning

Financial Planning

For many firms, asset management and investment management are synonymous terms, however, for Eddleman clients, asset management means we consider and advise you on liquid investments and other items of monetary value, considering both simultaneously. What does that mean? It means when advising you on your IRA investments, we also consider the 401k at your current employer as well as the real estate you inherited from your parents, and the small business that you own.

Most people have dreams for the future and for many of those dreams, their accomplishment is at least influenced if not completely determined by financial decisions. Financial Planning means understanding where you are today and where you want to be tomorrow and then helping you to chart a course to get there. It's much more than just stacking the money as high as possible. It's about making tough decisions such as whether to pay of the house early and how that may impact both your retirement and funding the kid's college.

Retirement Planning is really very different for everyone. For some, retirement means not working at all. However, for most, even those with the financial ability to not "have to" work, retirement means having the ability to do what you want, when you want. That may be taking a trip with the grandchildren, opening that small business you always dreamed of, perhaps even working when you want, and doing what you love regardless of the pay.

You've worked hard, saved, invested, and realized the financial success of the labor and planning. Now, you need an advisor who can make sure the wealth you've established has the best opportunity of doing its job. Perhaps you're concerned with how to establish the same ethics in the next generation before handing the assets over or maybe you're unsure whether to just donate those funds or establish your own foundation. Whatever your dream for your wealth, we understand there's a lot more to wealth management than balancing risk/return, cutting checks, and minimizing taxes.

Managing risk is much more complex than most people realize and plays a much more central role in reaching financial objectives than most realize. And, whether you realize it or not, you take risk every day with your finances and other parts of your life.

 

The first step to managing financial risks with both your investments and other aspects of your finances is understanding what those risks are and then deciding whether those risks can/should be eliminated, avoided, minimized, or mitigated. We have extensive experience in helping you analyze and manage investment risk. Furthermore, we don't sell insurance because we prefer not to interject bias into our advice, however, we have significant knowledge and understanding of insurance should you wish to consider using it to mitigate certain financial risks. Finally, we understand the more complex aspects of risk management with techniques such as corporate formation.

No, we don't sell or broker real estate or other hard assets, but our significant knowledge of real estate management and disposition can help you. And, unlike so many other advisors today who primarily focus on liquid assets, we'll advise you regarding other hard assets such as the precious metals, Gold and Silver. We've even helped our clients with valuable collectibles like art and cars. And, while we don't appraise such assets, there's much more to disposition of these assets than finding the top bidder.

Investment Advisory

Investment Advisory

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We understand that managing your liquid investments is as much about managing your risk as it is about optimizing your return. We manage client investments such as stocks, bonds, mutual funds, ETFs, REITs, and other holdings solely in a fiduciary capacity.

  • Taxable
    • Business
    • Individual
    • Joint
    • Trust
    • UTMA
  • Tax Advantaged
    • 401k
    • 403b
    • 457
    • IRA
    • Roth
    • Self-directed IRA
    • SEP
    • SIMPLE
  • Educational
    • 529
    • Educational IRA
  • HSA
  • Annuities
  • Bonds
  • Commodities
  • ETFs
  • Hard Assets
  • Mutual Funds
  • Real Estate
  • Stocks
  • Venture Capital

You may have been told that you need a Medallion Signature Guarantee in order to transfer your investments, but you can't find anyone willing to provide the Guarantee because you are transferring the assets to them. If this is the case for you or your clients, we'd be glad to assist you! Learn more . . .

Sometimes you've maximized standard tax shelters or perhaps you're limited on these due to your income. If this is the case we can certainly help you with a taxable investment account, but before you give up hope, let us take a look at your situation. We've sometimes found tax-advantaged investing for clients that were overlooked by other advisors.

IRAs, ROTHs, 401ks, 403bs and even annuities are just a few of the many tax advantaged opportunities for long-term investing that we have rolled over and managed for clients. We have extensive experience in not only managing the underlying assets of these types of accounts, but also optimizing the tax benefits. With a CPA on staff, we can help you wade through the many options to better understand the advantages and disadvantages of these various strategies.

Tax

Tax

Tax Content

Businesses pay an amazing number of and amount in tax and unfortunately, simply earning the money to pay all those taxes is not enough. Missing a tax deadline or just failing to realize that a certain tax exists gets many a business into financial trouble with penalties, interest, and just trying to catch up. Let us handle all the deadlines and calculations while you focus on the success of your business. And, who knows, we might even find a place or two to help reduce some of those taxes.

The estate tax is less of an issue than it once was with the new higher federal exemptions. However, that is little consolation to you if you are over the exemption limit. Furthermore, one must be aware and careful regarding each state's estate tax. Changing where you call home can certainly have an impact for beneficiaries of your estate. If you think estate taxes might be an issue, we'd be happy to help you evaluate considerations that may influence the impact of this tax.

Whether you want to make sure you are minimizing them or you just need help filling them as your Certified Public Accounting (CPA) firm, we'll do our best to make the process as painless as possible.

For some, tax planning merely consists of remembering the deadline, but you may have a more complex situation with multiple deadlines and considerations not only of taxes for this year, but of the years to come. We'd be happy to help!

Do you have multiple schedules, multiple states, multiple sources of earned income, multiple businesses, and dozens of various investment incomes? Not a problem. Or, maybe you just file a 1040EZ with income from one job. Either way, we're happy to prepare your return and even consider what might make it better for the next year.

Whether its personal taxes or small business taxes, federal taxes, state taxes, or local, income tax, sales and use tax, payroll tax, franchise and excise tax, property tax, liquor tax, or any other kind of tax, we're happy to assist you with your filings, calculations, and ensuring you only pay what is required.

Venture Capital

Venture Capital

venture capital

If you're an accredited investor looking for unique opportunities and don't mind the risk, we'd be happy to help walk you through the often challenging landscape of Venture Capital and Private Equity investment, whether it's the Eddleman IMPACT Fund or another offering you want us to complete due diligence upon. And, if you just want to understand more about what venture capital is, we'd be happy to help you with that too. Learn more . . .

The Eddleman IMPACT Fund is a mission-oriented, Judeo-Christian values investment. While its holdings maintain a for profit status, investors can benefit from the knowledge that this Regulation D offering provides them both the opportunity for a return and the chance to use blessing to make a difference. Learn more . . . 

The Eddleman Real Estate Fund is a Regulation D opportunity to invest in various holdings including real property as well as construction and development opportunities without the hassle of managing private holdings oneself. Learn more . . .