The Quarry LP, a Delaware limited partnership (hereinafter “The Quarry”, “Firm”,
“Investment Manager”, “we”, “us”, or “our”) has its principal place of business in
New York, New York.
We serve as the investment adviser, with discretionary trading authority, to private,
pooled investment vehicles, the securities of which are offered through a private
placement memorandum to US investors that are accredited investors, as defined
under the Securities Act of 1933 (the “Securities Act”). We do not tailor our advisory
services to the individual needs of any particular investor in such pooled investment
vehicles.
The Quarry manages the following private, pooled investment vehicles:
• TQ Offshore Fund Ltd, a Cayman Islands exempted company (the “Offshore
Fund”);
• TQ Fund LP, a Delaware limited partnership (the “Onshore Fund”);
• TQ Intermediate Fund LP, a Delaware limited partnership (the “Intermediate
Fund”);
• TQ Master Fund LP, a Cayman Islands exempted limited partnership (the
“Master Fund”);
The Offshore Fund invests all of its investable assets into the Intermediate Fund,
which invests all of its investable assets in the Master Fund. The Onshore Fund also
directly invests all of its investable assets into the Master Fund. The Master Fund,
the Onshore Fund, the Offshore Fund, and the Intermediate Fund are herein
collectively referred to as the “Funds” or “Clients”. The investors in the Funds are
herein referred to as “Investors”.
This Brochure generally includes information about The Quarry and its relationships
with its Clients and affiliates. While much of this Brochure applies to all such Clients
and affiliates, certain information included herein applies to specific Clients or
affiliates only.
This Brochure does not constitute an offer to sell, or solicitation of an offer to buy,
any securities. The securities of the Funds are offered and sold on a private placement
basis under exemptions promulgated under the Securities Act of 1933, as amended
(the “Securities Act”), and other exemptions of similar import under U.S. state laws
and the laws of other jurisdictions where any offering may be made. Interest in a
Fund is offered on a private placement basis in accordance with Regulation S of the
Securities Act, with respect to non-U.S. persons, and subject to certain other
conditions, which are fully set forth in the relevant Fund’s offering documents (the
“Offering Documents”). The interests in the Funds are offered on a private
placement basis pursuant to Section 3(c)(7) of the Investment Company Act of 1940,
as amended (the “Company Act”), to persons who are “accredited investors” as
defined under the Securities Act, “qualified purchasers” as defined under the
Company Act, or non-U.S. persons as defined in Regulation S and subject to certain
other conditions, which are set forth in its Offering Documents. Persons reviewing
this Brochure should not construe this as an offer to sell or solicitation of an offer to
buy the securities of any of the Funds described herein. Any such offer or solicitation
will generally be made only by means of a confidential offering memorandum.
Note, all capitalized or defined terms below are described in further detail in the
relevant Fund’s Offering Documents.
The Firm has entered into and may enter into side letters or similar agreements with
certain Investors that may waive or modify the application of, or grant special or more
favorable rights with respect to the Offering Documents to the extent permitted by
applicable law.
The Funds, and in certain cases The Quarry, will have the discretion to waive or modify
the application of, or grant special or more favorable rights with respect to, any provision
of the Offering Documents to the extent permitted by applicable law. To effect such
waivers or modifications or the grant of any special or more favorable rights, the Funds
may create additional classes or series of shares for certain Investors that provide for,
among other things, (i) greater transparency into the Fund’s portfolio, (ii) different or
more favorable redemption rights, such as more frequent redemptions or shorter
redemption notice periods, (iii) greater information than may be provided to other
Investors, (iv) different fee or incentive compensation terms, (v) more favorable transfer
rights and (vi) key-person notifications. Certain such waivers, modifications or grants of
special or more favorable rights may also be effected by the Fund, and, in certain cases,
the Investment Manager, through agreements (“Side Letter Agreements”). Although
certain Investors may invest in the Funds with different material terms, the Funds and
the Investment Manager generally will only offer such terms if they believe other
Investors in the Fund will not be materially disadvantaged.
The Funds and the Investment Manager have entered into an agreement with
certain strategic investors (the “Strategic Investors”) in connection with the Strategic
Investors making an initial strategic investment in the Fund (each, a “Strategic
Relationship Agreement”). The Strategic Investors may invest additional amounts in
the Fund, in addition to their initial strategic investment. The Strategic Investors will
have different Management Fee and Incentive Allocation terms (as defined in the
Offering Documents) than the classes described in the Offering Documents. Each
Strategic Investor’s initial strategic investment will be subject to a hard lock-up
period under which each such Strategic Investor will not be permitted to redeem its
initial strategic investment, except that redemptions of an initial strategic
investment may occur on the same terms and conditions provided for ordinary
course redemptions following the occurrence of certain events. Other than the
Management Fee and Incentive Allocation terms described in the Offering
Documents, the Strategic Investors will also have (i) certain most favored nation
rights; (ii) certain capacity and co-investment rights; (iii) certain transfer rights; (iv)
certain indemnification rights; (v) certain information and notice rights in addition
to those described in the Offering Documents (e.g., relating to the Investment
Manager and the Fund’s portfolio) and (vi) certain consent rights with respect to
actions that may be taken by the Fund or the Investment Manager. In addition, each
Strategic Investor will have certain other special rights, including the right to be paid
a guaranteed payment for the use of capital (which amount is included in and is part
of the Management Fee Payment), in accordance with the Strategic Relationship
Agreements, and will be allocated as a percentage of the Incentive Allocation
otherwise due to the General Partner of the Funds (the “General Partner”). The
Strategic Investors are not affiliated with the Investment Manager and its affiliates
and are not sponsors or promoters of the Fund or its affiliates and will not have any
responsibilities with respect to the Investment Manager or its affiliates or with
respect to the Fund, including not exercising any control over the day-to-day
investment decisions of the Fund.
No investor in the Fund, Intermediate Fund or Domestic Fund has the right to review
or receive a copy of the Strategic Relationship Agreement.
We do not currently participate in any Wrap Fee Programs.
The Firm has regulatory assets under management of $462,423,509 as of December 31,
2023, all managed on a discretionary basis.