MSA Advisors, LLC (and together with its affiliated entities, “MSA”) commenced
operations in 1997. MSA is majority-owned by its principals, Paul Wachter (Chief Executive
Officer) and Christopher Fillo (Vice Chairman). MSA provides investment advice and
recommends investments to its non-discretionary clients (the “Non-Discretionary Clients”),
comprised of high net worth individuals and families and their related private charitable
foundations, trusts, and other entities. In addition, MSA serves as the investment adviser to
various clients organized, on a discretionary basis, as private pooled investment vehicles (each a
“Fund,” collectively, the “Funds”) and single-client vehicles (the “Single-Client Vehicles”). Non-
Discretionary Clients invest in Funds, Single-Client Vehicles, and other investments as described
below. At times, Funds, Single-Client Vehicles, and Non-Discretionary Clients are referred to in
this Brochure collectively as “clients” or “client accounts.”
The Funds are typically structured as limited partnerships or limited liability companies
that are organized under the laws of Delaware. MSA serves as the general partner or managing
member of the Funds. The interests in the Funds are offered on a private placement basis to
persons who are “accredited investors” as defined in Rule 501(a) of Regulation D under the
Securities Act of 1933, as amended (the “Securities Act”), and subject to certain other conditions
which are set forth in the offering documents for the Funds. The Funds are not registered as
investment companies pursuant to exemptions from the definition of “investment company” set
forth in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act of 1940, as amended
(the “Company Act”).
The Funds include:
MSA Acceleration Partners, L.P. and its parallel fund, MSA Acceleration Partners
B, L.P. (“MSA Acceleration Partners”)
MSA Enterprises LP and its parallel fund, MSA Enterprises (Parallel) LP (“MSA
Enterprises”)
MSA has also formed two Funds for Non-Discretionary Clients, which hold commingled
investments on behalf of multiple Non-Discretionary Clients. These Funds receive investments
from multiple Non-Discretionary Clients and each hold a distinct set of assets that are managed
with an investment strategy specific to each Fund. These Funds are not registered as investment
companies pursuant to exemptions from the definition of “investment company” set forth in the
Company Act and interests in these Funds is only available for existing Non-Discretionary
Clients.
The Funds include:
MSA Quaestor Investors LP
MSA Collateral LLC
All discussions of the Funds in this Brochure, including but not limited to their
investments, the investment objectives, guidelines and strategies, and the fees and other costs
associated with an investment, are qualified in their entirety by reference to each Fund’s
respective offering memorandum (if any) and limited
partnership agreement or similar governing
document (collectively, the “Fund Governing Documents”). Participation in the Funds is limited
to certain qualified investors, as described in Item 7 below. Such Fund investors in MSA
Acceleration Partners and MSA Enterprises include not only clients but also third parties that are
not existing clients. As noted above, all Fund investors in MSA Quaestor Investors LP and MSA
Collateral LLC are Non-Discretionary Clients.
Single-Client Vehicles are typically structured as limited partnerships or limited liability
companies that are organized under the laws of Delaware. MSA serves as the general partner or
managing member of the Single-Client Vehicles. With respect to Single-Client Vehicles,
guidelines and limitations are covered in the operative documents to ensure those client portfolios
reflect client objectives. While MSA retains the ability to direct transactions in Single-Client
Vehicles, in practice, MSA generally seeks client approval prior to making new investments.
With respect to Non-Discretionary Clients, each client may decline to invest in an MSA
recommendation.
MSA’s primary business is to provide clients with investment advice covering a wide
variety of asset classes, including, but not limited to, private equity, direct privately held company
investments, growth equity, fixed income, real estate, publicly traded securities, private debt, and
External Funds (defined below) that themselves invest in alternative assets such as hedge funds,
venture capital, private equity funds, and other asset classes.
MSA recommends to its clients investments in (or MSA, on behalf of certain clients, has
the discretion to invest in) certain pooled investment funds, vehicles, and separate accounts
managed by third-party managers (collectively, the “External Funds”). MSA invests in a variety
of External Funds that are pooled investment vehicles with investment strategies that encompass
publicly traded equities, corporate debt, asset-backed bonds, and idiosyncratic strategies. These
External Funds may own both “long” and “short” positions. In addition to the above External
Funds strategies that generally invest in traded securities, MSA also recommends to its clients
and invests client assets in External Funds that are private equity, venture capital, and real estate
funds, and other private funds in non-traded asset classes. In addition, MSA advises clients with
respect to co-investments made alongside existing and prospective External Funds.
The foregoing is not a comprehensive description of services that MSA provides to
clients, nor are the descriptions necessarily the only ways in which services are provided.
As of December 31, 2023, MSA managed approximately $8.117 billion of client assets,
comprised of approximately $5.906 billion managed on a discretionary basis and the balance
managed on a non-discretionary basis.