Item 5. Methods of Analysis, Investment Strategies and Risk of Loss ................................................... 6
Item 6. Disciplinary Information ............................................................................................................. 8
Item 7. Other Financial Industry Activities and Affiliations .................................................................... 9
Item 8. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .............. 9
Item 9. Brokerage Practices ................................................................................................................. 10
Item 10. Review of Accounts .................................................................................................................. 11
Item 11. Client Referrals and Other Compensation ............................................................................... 11
Item 12. Custody .................................................................................................................................... 11
Item 13. Investment Discretion .............................................................................................................. 11
Item 14. Voting Client Securities ............................................................................................................ 13
Item 15. Financial Information ............................................................................................................... 13
Item 16. Requirements for State‐Registered Advisers ........................................................................... 13
Item 1. Advisory Business
The Adviser is an investment adviser with its principal place of business in London, United Kingdom. The
Adviser commenced operations as an investment adviser on December 30, 2016, prior to which Portland
Hill Capital LLP was the SEC registered entity of the group. Portland Hill Capital Services Limited is the
shareholder of the Adviser. Thierry Lucas indirectly controls the Adviser.
The Adviser provides investment management services on a discretionary basis to various types of clients
(each a “client” and collectively, “clients”), including: individuals and institutions with separately managed
accounts; series of registered investment companies; and pooled investment vehicles intended for
sophisticated investors and institutional investors.
The Adviser provides discretionary investment management services to qualified investors through its
private pooled investment funds: Portland Hill Master Fund Limited (the “Master Fund”) and Portland Hill
Overseas Fund Limited (the “Offshore Fund”). Unless specified, from hereinafter the Master Fund and
Offshore Fund will each be referred to as a “Private Fund” or collectively as the “Private Funds”.
The Adviser provides advice to client accounts based on specific investment objectives and strategies.
Clients may impose restrictions on investing in certain securities or certain types of securities.
As of December31st 2023, the Adviser had approximately $160,413,209 of client assets under management,
all of which was managed on a discretionary basis.
Item 2. Fees and Compensation
A. Advisory Fees and Compensation.
Asset-Based Compensation
The Adviser is paid an asset-based investment management fee of up to 2.0% per annum of the net assets
of each respective client account.
Investment management fees are typically charged daily, weekly or monthly (the “Relevant Period”),
depending on the liquidity of the client, at the end of each Relevant Period, based on the total market value
of the assets in the client account (including net unrealized appreciation or depreciation of investments and
cash, cash equivalents and accrued interest) on close of business on the last day of the Relevant Period.
If a new client account is established or a client makes an addition to its account during a Relevant Period
the investment management fee will be charged as of the effective date of the first contribution or the date
of the additional contribution based on the value of the assets as of the applicable date and will be prorated
for the number of days remaining in the Relevant Period.
Performance-Based Compensation
The Adviser, or a related person, may also be paid performance-based compensation, which is
compensation
that is based on a share of capital gains on or capital appreciation of the assets of a client
(such as a client that is a pooled investment vehicle). This compensation may be paid to the Adviser or to
a related person of the Adviser up to 20.0%. Under certain circumstances, the performance-based
compensation paid by a client may be subject to a hurdle.
B. Payment of Fees. The Adviser is normally paid the management fee from the client’s account by the
client’s custodian, upon request of the Adviser.
C. Other Fees and Expenses. In addition to paying investment management fees and, if applicable,
performance-based compensation, client accounts will also be subject to other investment expenses
such as custodial charges, brokerage fees, commissions and related costs; interest expenses; taxes,
duties and other governmental charges; transfer and registration fees or similar expenses; costs
associated with foreign exchange transactions; other portfolio expenses; and costs, expenses and fees
(including, investment advisory and other fees charged by investment advisers with, or funds in, which
the client’s account invests) associated with products or services that may be necessary or incidental to
such investments or accounts. Client assets may be, in some cases, invested in pooled investment
vehicles. In these cases, clients will bear their pro rata share of the underlying fund’s operating and
other expenses including, in addition to those listed above: sales expenses, legal expenses; internal and
external accounting, audit and tax preparation expenses; and organizational expenses. In addition,
clients will incur brokerage and other transaction costs. Please refer to Item 12 of this Firm Brochure for
a discussion of the Adviser’s brokerage practices.
Item 3. Performance-Based Fees and Side-by-Side Management
The Adviser and its investment personnel provide investment management services to multiple portfolios
for multiple clients. The Adviser (or a related person or affiliate of the Adviser) may be entitled to be paid
performance-based compensation by its pooled investment vehicle clients and certain other client accounts.
In addition, the Adviser’s investment personnel are typically compensated on a basis that includes a
performance-based component. The Adviser and its investment personnel, including investment personnel
that share in performance-based compensation, manage both client accounts that are charged
performance-based compensation and accounts that are charged only an asset-based fee. In addition,
certain client accounts may have higher asset-based fees or more favorable performance-based
compensation arrangements than other accounts.
When the Adviser and its investment personnel manage more than one client account a potential exists for
one client account to be favored over another client account. Accordingly, the Adviser has adopted and
implemented policies and procedures intended to address conflicts of interest that may arise from managing
multiple accounts, including accounts with different fee arrangements, and the allocation of investment
opportunities. These policies and procedures are documented in the Adviser’s Compliance Manual. It is the
Adviser’s policy to identify the conflicts of interest that may exist between:
• The Adviser and its employees or any person directly or indirectly linked to the Adviser by control,
and a pooled investment vehicle managed by the Adviser or the investors in that pooled investment
vehicle;
• A client and the Adviser; or
• A client and other clients of the Adviser.
The Adviser reviews investment decisions for the purpose of ensuring that all accounts with substantially
similar investment objectives are treated equitably. The performance of similarly managed accounts or
clients is also regularly compared to determine whether there are any unexplained significant discrepancies.
In addition, the Adviser’s procedures relating to the allocation of investment opportunities require that
similarly managed accounts participate in investment opportunities pro rata based on position size or asset
size, considering regulatory or liquidity reasons, specific client requests, launch or resizing of accounts and
risk management factors.
The Adviser’s clients may consist of individuals; pooled investment vehicles, including series of registered
investment companies; banks and thrift institutions; private funds; pension and profit-sharing plans; trusts,
estates and charitable organizations; corporations; and other business entities.
The minimum initial investment per subscriber in the Private Funds is US$1,000,000 in the case of Class A
US$ Shares, Class B US$ Shares and Class R US$ Shares, €1,000,000 in the case of Class A Euro Shares,
Class B Euro Shares and Class R Euro Shares, or such lesser amount as the directors of the Private Funds
may in their discretion generally or in any particular case determine provided that such lesser amount is not
less than US$100,000 or its Euro equivalent.
The minimum amount of additional subscriptions in the Private Funds is US$100,000 (exclusive of any initial
fee payable) in the case of the US$ Shares, and €100,000 (exclusive of any initial fee payable) in the case
of the Euro Shares, or such lesser amount as the directors of the Private Funds may in their discretion
generally or in any particular case determine.