Umbrella Fund LLC: Structure & Buyout Watch

Action plan: Path to Protect Your Shares → Options decision matrix →

Private working map for Ace Hemani. Generated June 14, 2026. Sources: Umbrella Fund LLC Operating Agreement rev 4-20-22 (Drive 1Qr3ujro1Ykfv77BmGUCsgjscUX6kRY6L), filed 1065/1120-S returns 2020 to 2023, and Summary of Investment in UF Companies V.2 (Drive 1SX3VVwJmJwRbCWfzx16zoeDgoi1EaaiQ).

The situation

AB and KB (the Bhai family) are negotiating to buy out the Hakam family third. If they do, Bhai goes from 1/3 to 2/3 and Ace drops from co-equal partner to a 1/3 minority that can be outvoted on every ordinary decision. The framing offered is "three working partners, a third each," but two of those three thirds are one family expected to vote together, so it is a 2/3 voting bloc against a 1/3 Ace.

Ace has not been offered his half. Under the Operating Agreement that is a problem for them, not for Ace: a selling member must first offer the interest to the remaining members equally. The deal as routed around Ace is stoppable.

3 equal thirds

Three families, 33.3% each today

UF K-1s 2020 to 2023

~$2.55M

Total capital contributed across the fund

Summary of Investment V.2

~$850K

Contributed by each family

Summary of Investment V.2

~1/9

Ace look-through (Capital Circles is 3 Hemani partners)

Capital Circles 2023 return

The three owners

Umbrella Fund LLC is a Texas, manager-managed holdco owned one third by each of three family entities. Each family put in roughly the same capital. The two non-Hemani entities appear under updated names in the 2026 entity overview with no amendment on file, flagged below.

Family	Member entity (legal name in OA)	Name in 2026 overview	Key people	Interest	Capital in
Hemani (Ace)	Capital Circles LLC	Capital Circles LLC	3 Hemani partners (Ali, Rahim, Abbas), ~1/3 each	33.34%	$850,212.75
Bhai	ABKB Ventures Inc	BHAK Investments LLC (undocumented rename)	Aamir Bhai (AB), Karim Bhai (KB)	33.33%	$850,212.75
Hakam	Arthiyas Investments LLC	Hakam Family Investments LLC (undocumented rename)	Hunaid Hakam, Hafiz Hakam	33.33%	$850,211.85

Note: the Hakam family is not active in the business, which is the stated rationale for buying them out. Two SBA-loan brands were funded individually (Keto Vitals by Hunaid Hakam, WeLikeVitamins by Ali Bhai) and route profit to UF via management fees, so each family still nets to one third overall.

Full entity tree

Umbrella Fund LLC holdco, EIN 85-1134228, 1065

Capital Circles LLC

Hemani / Ace

1/3

ABKB Ventures Inc

Bhai (AB + KB)

1/3

Arthiyas Investments LLC

Hakam

1/3

Operating layer (under the holdco)

UF Fund 1 LLC investor holding co. Capital accounts are lopsided: Ace side over-contributed

UF Ecomm Fund 1, LP + UF Fund GP LLC LP layer holding the brand SPEs

UF Fund Asset 1 CC LLC brand: Culinary Couture

UF Fund Asset 2 AZ LLC brand: ArrowZip / Foxtrot Living

UF Fund Asset 3 IM LLC brand: Imlee Ventures + ForeverChamp

UF Amazon Bros LLC eComHD shared, flows to Ace directly

Fast Impact Investors AMZ 1 LLC brand: Keto Vitals. 1120-S, 100% Hunaid Hakam, SBA loan, profit to UF via mgmt fees

UF Supplement Series LLC brand: WeLikeVitamins. Funded by Ali Bhai, SBA loan, profit via mgmt fees

Wound down or dissolved

UF Vitamin Products LLC (Intego Nutrition) · UF Little Series LLC (Little More) · UF Pets Series LLC · UFKF Fresh Series LLC (Fresh Faze) · Universal Laptop Chargers LLC · HD Fulfillment LLC (dissolved, assets moved to the IM entity)

What the buyout does to Ace

Today

Three independent houses

Ace 1/3

Bhai 1/3

Hakam 1/3

Ace is the swing vote. Any disagreement can be brokered by siding with one house. No single family controls a majority.

If Bhai absorbs Hakam

The deal as currently routed

Ace 1/3

Bhai 2/3

Ace becomes a permanent minority. Bhai controls every ordinary member vote, can approve a capital call Ace must match in 10 days or be diluted, and holds two of the three tiebreaker manager seats.

If Ace exercises his right

Buy the equal half of Hakam

Ace 1/2

Bhai 1/2

50/50 standoff. No majority either way. Neither side can force a capital call or a sale. Ace stays un-steamrollable. Entry price is the same number AB negotiated with the Hakams.

Governance: what control actually changes

Lever	At equal thirds (today)	At Ace 1/3 vs Bhai 2/3	At Ace 1/2 vs Bhai 1/2
Ordinary member votes (majority)	Ace can broker with either house	Bhai wins every time	Deadlock protects Ace
Capital call to dilute (Art. III(B)(2))	Needs a member majority to approve	Bhai can call it, Ace must match in 10 days or shrink	Bhai cannot approve one alone
Manager tiebreak F/G/H (Art. IV / V(B)(ii))	One seat per family, any 2 of 3 wins	Bhai holds 2 of 3 via successor seat	Split, no automatic Bhai win
Sale of the company / wind up (Art. V(D))	Needs member majority	Bhai can force it	Ace can block it
Unanimous-only items (dissolve, purpose change, manager structure)	Ace has a veto	Ace keeps the veto even at 1/3	Ace keeps the veto

Ace's lever and the play

The right of first refusal is the whole game

"If any Member seeks to sell all or part of its membership interest ... such Member must first offer his/her/its membership interest to the remaining members in a manner such that each non-selling member is offered an equal share of the total offered interest (without any price discrimination)." (OA Art. III(E))

Bhai cannot reach 2/3 without Ace's waiver. The Hakams must offer their interest to Ace and to Bhai equally, at the same price. The only path to a 2/3 Bhai bloc is Ace declining his half.
Assert the right in writing now. A two-party AB to Hakam deal that leaves Ace on the side does not comply with Art. III(E). Putting Ace's equal-half claim in writing before any close preserves the position and stops the structure.
Matching is cheap if AB low-balled the Hakams. No price discrimination means Ace buys at AB's negotiated number. A soft price for the Hakams is a soft entry price for Ace. FBA businesses with heavy Subscribe and Save currently trade at 2.5x to 4x SDE per sellerboard and Titan Network 2026 guides, top tier 5x plus, so a below-market mark is accretive to Ace on day one.
If Ace will not fund the buy, sell the waiver. Because Bhai needs Ace's consent to reach 2/3, that consent has a price: amend the OA for supermajority or unanimous approval on capital calls, sales, and distributions, plus a put right at a set formula. Trade the waiver for hard minority protections.

Open verifications (not yet confirmed)

Item	Why it matters	Status
Exact dollar AB is paying for the Hakam third	Sizes what Ace's equal half would cost	Unknown, Ace is on the side
Whether the OA amendment clause (Art. XV(H)) is unanimous or majority	Decides if a 2/3 Bhai can rewrite the agreement	Ambiguous wording, needs counsel read
The undocumented renames (ABKB to BHAK, Arthiyas to Hakam Family)	Affects who legally holds the interests and seats	No amendment on file
Internal Capital Circles split across the 3 Hemani partners over time	The only place Ace could be diluted on his own side	2021 return encrypted, 2022 scanned, unread