Fees and Compensation — Form ADV Part 2A (3/27/2024)
[Brochure]
5 entitled Fees and Compensation above.
P&S (and/or its affiliates) is entitled to receive both asset-based fees and performance-based
compensation by certain of its private pooled investment vehicle clients and other client accounts.
Although the commingled investment pools managed by the Adviser will have different fee terms
and structures (including higher and lower amounts with respect to performance compensation),
generally all investors within a class of interests (or shares as the case may be) in such commingled
investment pools pay the same asset-based fees and performance compensation to the Adviser
(and/or its affiliates). When P&S and its investment personnel manage more than one client
account, potential exists for one client account to be favored over another client account. P&S and
its investment personnel have a greater incentive to favor client accounts that pay the Adviser
higher performance-based compensation and/or higher overall fees than other client accounts.
P&S has adopted and implemented policies and procedures intended to address conflicts of interest
relating to the management of multiple client accounts, including accounts with different fee
structures or arrangements, and the allocation of investment opportunities. These policies include
valuation of assets (which impact fees) and allocation of trades. Our policies require that Clients
with similar investment objectives and strategies participate in investment opportunities pro rata
based on net asset size (the “Standard Allocation Procedure”), taking into account investment
mandates and profile (including leverage and volatility targets) (subject to certain exceptions
including any restrictions imposed by the Client) and require that, to the extent orders are
aggregated for more than one Client, each Client account receives the same average price. These
areas are monitored by the Adviser’s Chief Compliance Officer and other relevant personnel of
the Adviser. Exceptions will be documented accordingly.
The performance allocation arrangements discussed above comply with Section 205(a)(1) of the
Advisers Act and Rule 205-3 thereunder.
The Incentive Fee with respect to the Account is discussed in Item 5.A above.
Account Minimums and Types of Clients — Form ADV Part 2A (3/27/2024)
[Brochure]
Item 7. Types of Clients
P&S provides investment advisory services to privately offered pooled investment funds (both
U.S. and offshore) and a separately managed account as described above in Item 4.A. Investors
may include high net worth individuals, private funds, corporate pension and profit-sharing plans,
foundations, endowments, financial institutions, and other institutional clients. P&S may in the
future provide investment advisory services to additional separately managed accounts for
institutional and other investors.
The Feeder Funds’ (and the Account’s) securities are offered to investors on a private placement
basis, and pursuant to Section 3(c)(7) of the U.S. Investment Company Act of 1940, as amended
(the “Company Act”). As a result, all investors in the Feeder Funds who are “U.S. Persons” as
defined under Regulation S under the U.S. Securities Act of 1933, as amended, (the “Securities
Act”) must qualify as an “accredited investor” as defined in Rule 501(a) of Regulation D under
Section 4(2) of the Securities Act and a “qualified purchaser” as defined in Section 2(a)(51) of the
Company Act.
With respect to any client that is a pooled investment vehicle, any initial and additional
subscription minimums are described in the confidential offering memorandum for the pooled
investment vehicle, though lesser amounts may be accepted at the discretion of the General Partner
or Board of Directors for the Feeder Fund, as applicable. The General Partner or Board of
Directors in its sole discretion, as applicable, is permitted to accept or reject any initial or additional
subscription of any prospective or current investor, respectively, for any reason.
Although P&S has no stated minimum requirements for separately managed accounts, P&S will
generally only advise a separately managed account for significant amounts of capital as P&S may
determine from time to time.
Filed 2024-04-17 (D/A) · Exemption 3(c)(7), 506(b), 3(c) · Minimum $50,000 · Remaining Indefinite · Duration One year or less · Net Assets Decline to Disclose