A. General Description of Advisory Firm
P&S is an investment adviser with its principal place of business in New York, New York. P&S
also conducts business under the name Gracie Asset Management and often holds itself out as
such. This document will refer to the Adviser under its legal name of P&S. P&S commenced
operations as an investment adviser in June 2004 and has been registered with the SEC since March
2012. P&S is exempt from registration as a commodity pool operator and commodity trading
advisor with the U.S. Commodity Futures Trading Commission (the “CFTC”). Please see Item 10
below for a further description of P&S’s financial industry activities and affiliations.
P&S provides discretionary investment advisory services to private investment funds which are
generally organized as domestic limited partnerships or as Cayman Islands limited partnerships or
exempted companies (collectively the “Hedge Funds”) and a separately managed account (the
“Account”), (together with the Hedge Funds, hereinafter referred to as “Clients”). The Hedge
Funds are privately offered pooled investment vehicles intended for sophisticated high net worth
and institutional investors. P&S’s separately managed account is a separate client account
managed on behalf of a private institutional client that P&S reports as a private fund that it advises
on its Form ADV, Part 1, Section 7.B.(1) of Schedule D pursuant to an investment advisory
agreement entered into between the Account and P&S.
In 2010, P&S was acquired by and became part of the asset management group of Moelis Asset
Management LP (formerly known as Moelis & Company Holdings LP). In April 2014, the
advisory business of Moelis & Company Holdings LP was spun off in an initial public offering of
the public company, Moelis & Company, a global investment bank which provides financial
advisory services to a broad client base via Moelis & Company LLC, a broker-dealer registered
with the SEC and indirect subsidiary of Moelis & Company. P&S and P&S Credit Partners, LLC
(the “General Partner”), the general partner of certain of the Hedge Funds, remained a wholly
owned subsidiary of Moelis Asset Management LP. Moelis Asset Management LP and its
controlled affiliates are under common control with the public company, Moelis & Company;
however, Moelis & Company and Moelis Asset Management LP are separate legal entities and
Moelis & Company does not have any ownership interest in Moelis Asset Management LP.
Kenneth Moelis remains the ultimate controlling shareholder of both Moelis Asset Management
LP and Moelis & Company (collectively, “Moelis”).
P&S has advisory affiliates registered with the SEC, including Moelis Capital Partners LLC,
Freeport Financial Partners, LLC, and Steele Creek Investment Management LLC and an exempt
reporting advisor affiliate, Moelis Asset Catalyst Partners LLC. Moelis Asset Management LP
also has certain joint ventures and other unregistered asset managers, including, Archean Capital
Partners, Crossbeam Venture Partners,
LLC, and DCP MAM, LLC. Moelis Asset Management
LP is not registered with the SEC or any other regulatory authority.
Please see Item 10 below for a further description of P&S’s financial industry activities and
affiliations.
Certain books and records of P&S and some Client materials may refer to the Adviser as Gracie
Asset Management, the Adviser’s d/b/a name.
B. Description of Advisory Services
P&S provides investment advisory services to its Clients on a discretionary basis and is responsible
for all day-to-day investment and trading decisions. P&S offers its investment advisory services
to its Clients through a number of different investment objectives and strategies which are executed
principally in the global credit and preferred securities markets, as applicable. Please see Item 8
below for a description of the investment strategies employed by the Adviser and certain material
risks inherent in such strategies.
The Hedge Funds are organized as part of master-feeder structures and consist of Gracie Credit
Opportunities Fund, L.P. (the “Credit Onshore Fund”), Gracie International Credit Opportunities
Fund, Ltd. (the “Credit Offshore Fund”) and Gracie Credit Opportunities Master Fund, L.P. (the
“Credit Master Fund” and collectively, the “Credit Funds”), GrayFin Fund, L.P. (the “GrayFin
Onshore Fund”), GrayFin Fund, Ltd. (the “GrayFin Offshore Fund”), and GrayFin Master Fund,
L.P. (the “GrayFin Master Fund” and collectively, the “GrayFin Funds”).
As used in this Brochure: the Credit Onshore Fund, Credit Offshore Fund, GrayFin Onshore Fund
and GrayFin Offshore Fund collectively refer to the “Feeder Funds”. Investors make investments
in the Feeder Funds, and substantially all of the assets of the Feeder Funds are invested in their
respective Master Fund. Credit Fund and GrayFin Fund portfolio holdings are assets of their
respective Master Fund.
The Hedge Fund offering documents describe the terms and conditions of the fund, including fees
and risk factors, and should be read carefully prior to investment. No offer to sell Hedge Funds is
made by the descriptions in this Brochure, and Hedge Funds are available only to investors that
are properly qualified.
C. Availability of Tailored Services for Individual Clients
Beneficial owners of separately managed accounts may impose restrictions on investing in certain
securities. Those restrictions are outlined in the investment management agreement (a negotiated
agreement between the Client and P&S) or other account related documentation. The Credit Funds
and GrayFin Funds are managed on a collective basis pursuant to the investment objectives and
strategies set forth in the confidential offering memorandum for each Hedge Fund.
D. Wrap Fee Programs
This item is not applicable as the Adviser does not offer any wrap fee programs.
E. Client Assets Under Management
As of December 31, 2023, P&S had approximately $500,725,760 of regulatory assets under
management on a discretionary basis.