Fees and Compensation — Form ADV Part 2A (3/22/2019)
[Brochure]
Item 5. Fees and Compensation
Quarterly Management Fee
All investors in the Fund, with the exception of the PPC GP, its affiliates, (which include employees and their
direct family members) and the Additional PPI Purchasers, pay a quarterly management fee of 0.375% (1.5%
annually). Direct family members are limited to the employee’s parents and children, as well as the
employee’s estate planning family trusts and partnerships for the benefit of parents and children.
The management fee was payable in advance on the first day of each calendar quarter and is calculated
based on the value of an investor’s capital account on the first day of the calendar quarter after all
adjustments are made to it for activity through the end of the calendar quarter just ended. For new
subscriptions made on other than the first day of the calendar quarter, the fee is prorated for the first
quarter so that a fee is charged only for the months within the quarter in which the funds are invested in the
Fund. The management fee is automatically deducted from each investor’s capital account on the first
business day of each quarter. All investors pay the same management fee on the same schedule, with the
exception of the general partner, and affiliates (which include employees and their direct family members)
and certain PPI subscribers.
No management fee is or will be payable in 2019.
Withdrawals
As the Partnership is in the process of an orderly liquidation, we have suspended all withdrawal rights and
will not honor any future redemption requests. We plan to undertake voluntary cash distributions from time
to time, in the General Partner’s sole discretion, as the remaining holdings of the Partnership are liquidated.
While we cannot make any guarantees, the General Partner believes that the Fund’s liquidation will
conclude by the end of 2019.
Private Portfolio Investments (“PPI”)
The Partnership made one PPI (PPI #1). Interests in PPI #1 were held by Participating LPs and Additional PPI
Purchasers.
Other Fees and Expenses
Other fees and expenses charged to the Fund include: (i) fees for professional services such as legal, audit
and accounting, (ii) fees required for regulatory filings; (iii) insurance premiums, (iv) federal or state taxes;
(v) fees related to custody and safekeeping of Fund assets and transfer agent services as needed, and (vi)
commissions paid to brokers for the sale of publicly traded securities (please refer to Item 12, Brokerage
Practices for more details). As the Fund has discontinued new investments, the Fund does not expect to
incur other expenses that would be Fund expenses if incurred, including(i) costs associated with borrowing
or trading on margin; (ii) expenses resulting from private deals that are broken; (iii) fees paid for research,
consulting and/or valuation services related to a specific investment; or (v) commissions paid to brokers for
the purchase of publicly traded securities.
Performance Allocation
The Fund pays a performance allocation to PPC GP as described in Item 6.
Account Minimums and Types of Clients — Form ADV Part 2A (3/22/2019)
[Brochure]
Item 7. Types of Clients
Our only clients are the four entities that comprise the Fund. The Fund is a pooled investment vehicle with
both onshore and offshore components. Investors in the Fund had to meet strict suitability requirements.
All investors are both “accredited investors,” as that term is defined in Rule 502 of Regulation D
promulgated under the Securities Act of 1933, and “qualified purchasers” as that term is defined in Section
2(a)(51) of the Investment Company Act of 1940. The Fund is not accepting new investors.