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IN THE SUPREME COURT OF THE STATE OF DELAWARE PARKCENTRAL GLOBAL, L.P., Defendant Below, Appellant, v. BROWN INVESTMENT MANAGEMENT, L.P., Plaintiff Below, Appellee. ) ) ) ) ) ) ) ) ) ) ) )

No. 288, 2010 Court Below: In the Court of Chancery of the State of Delaware C.A. No. 5248

Submitted: July 7, 2010 Decided: August 12, 2010 Before STEELE, Chief Justice, HOLLAND, BERGER, JACOBS and RIDGELY, Justices constituting the court en banc. Before the Court of Chancery. AFFIRMED. R. Judson Scaggs, Jr. (argued) and Ryan D. Stottmann, Morris of Nichols, Arsht & Tunnell LLP, Wilmington, Delaware for appellant. Elizabeth M. McGeever, Prickett, Jones & Elliott, P.A., Wilmington, Delaware. Of Counsel: Demetrios Anaipakos and Amir H. Alavi, pro hac vice, (argued), Ahmad, Zavitsanos & Anaipakos, P.C., Houston, Texas for appellee.

STEELE, Chief Justice:

Parkcentral Global, L.P. refused Brown Investment Management, L.P.'s request for its list of limited partners. Parkcentral asserts that the Vice Chancellor erred by requiring Parkcentral to provide the list to Brown, because the Partnership Agreement allows Parkcentral to restrict access to that information, and federal law prohibits disclosure of agreements with third parties. Because Brown complied with the Partnership Agreement, and limited partners are not "third parties" to the partnership, we AFFIRM the judgment of the Court of Chancery. FACTUAL AND PROCEDURAL BACKGROUND 1. Parkcentral provided investors with information about privacy policies. Parkcentral is a hedge fund, incorporated as a Delaware limited partnership in June 2001 with Parkcentral Capital Management, L.P. as its general partner. Parkcentral invested all of its capital in an affiliated fund known as Parkcentral Global Hub Limited, a Bermuda corporation. Parkcentral informs all prospective investors, in a private placement memorandum ("PPM"), that confidentiality concerns will limit their access to partnership information. In 2002, the General Partner informed investors that federal regulations obligated it to provide annual notice of its privacy policies. Parkcentral's annual privacy notice stated, "[W]e generally do not disclose any non-public personal information about our current or former investors that we

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obtain during the course of our relationship to unaffiliated third parties, except as permitted by law." The 2003 PPM included a section entitled "Privacy Policy" with language that mirrored the Privacy Notice's language. It states, "With respect to the General Partner's individual, non-entity investors, the General Partner does not disclose non-public personal information about such clients/investors or former clients/investors to third parties other than described below." The section also included a general policy that stated, "The General Partner does not otherwise provide any non-public personal information about investors to outside firms, organizations or individuals, except as required by law." Beginning in 2004, Parkcentral's subscription documents required all investors to agree that they have "reviewed the General Partner's privacy policy contained in the Memorandum [PPM]." 2. Disclosure under the Partnership Agreement. Section 9.1 of Parkcentral's Second Amended and Restated Limited Partnership Agreement, entitled "Partnership Records," mirrors the language of

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