Identify your principal owner(s).
Firm Background
Founded in 2002 and based in São Paulo Brazil, Constellation Investimentos e
Participações Ltda. (“Constellation”), is a Brazilian Firm, duly organized under
the laws of the Federative Republic of Brazil. Constellation is a registered
investment adviser with no place of business in the United States. Constellation
provides discretionary investment advisory services, managing and directing the
investment and reinvestment of assets for private investment funds and managed
accounts. It should be noted that Constellation may use the moniker
“Constellation Asset Management” when conducting discretionary investment
advisory services business in the United States.
In 2022, Constellation registered in Canada, CSA – AMF - Québec – as Portfolio
Manager, under “Du Règlement 31-103 (“le Règlement 31-103”) de l’Organisme
canadien de réglementation du commerce des valeurs mobilières (OCRCVM)”
and in July 2023 the Firm was also approved as Portfolio Manager by the OSC –
Ontario.
Ownership
Constellation is directly owned by (i) Constellation Holding Ltda., a Brazilian
company and (ii) LPI Brazil LLC, a Delaware limited liability company that is
an affiliated entity to Lone Pine Capital LLC, a U.S.- based investment adviser
that sponsors private investment funds. The LPI Brazil LLC ownership interest
is a passive interest whereby neither LPI Brazil LLC nor Lone Pine Capital LLC
is active in the management or affairs of Constellation. Additional information
relating to Constellation’s ownership can be found on Schedules A and B of
Constellation’s Form ADV Part 1.
Const Brazil General Partner LLC (“Const Brazil GP”) is the General Partner to
Const Brazil US Fund LP, which is the General Partner to Barthe Holdings LLC
and Tyler International LLC. As General Partners, they are responsible for the
general management of the business of their respective companies. Constellation
A.M. Inc. is the sole member of Const Brazil GP and is managed by its sole
director Florian Bartunek. Mr. Bartunek is also a director at Constellation and
Constellation Holding Ltda.
Since November 2023, the board of Directors of the Firm is composed by Florian
Bartunek, Alex Rodrigues, Rodrigo Magdaleno, Eduardo Dumans and André
Lima.
specializing in a particular type of advisory service, such as financial planning,
quantitative analysis, or market timing, explain the nature of that service in
greater detail. If you provide investment advice only with respect to limited types
of investments, explain the type of investment advice you offer, and disclose that
your advice is limited to those types of investments.
Constellation does not perform any type of financial planning, quantitative
analysis, tax planning or market timing services. Constellation provides
discretionary investment advisory services relating to a wide range of equities,
fixed income securities, currencies and related derivatives, issued by, or
representing a direct or indirect investment in, governments, companies or
entities primarily located in Brazil in which investment views are generally mid-
term. The primary basis for Constellation’s investment decisions is fundamental
analysis although quantitative risk management controls are also employed.
Types of discretionary investment advisory services offered:
Constellation serves as investment manager for private investment funds
domiciled in Brazil, the Cayman Islands and the United States of America, as
sub-adviser for private investment funds domiciled in Luxembourg and as
investment advisor for managed accounts and portfolios (altogether “Advisory
Clients”).
Investment Management Services for Funds (“Funds”)
Constellation manages an investment structure that may receive direct or indirect
investments from United States persons: Const Brazil US Fund LP.
The primary investment structure managed by Constellation that directly or
indirectly accepts U.S. investors is a standalone fund composed by different
classes and/or sub-classes of interests that may or may not share the same
portfolio of investments and, accordingly, even though generally Sub-Classes S
of a class will correspond each to a separate Special Investment (as described
below), the Original Sub-Classes of the same class will share the same portfolio
of liquid assets.
From time to time, a Fund may acquire certain investments in (i) private
companies, (ii) listed companies the securities of which are subject to transfer
restrictions under shareholders’ agreements or similar contracts, or (iii) listed
companies in relation to which the Firm’s investment thesis involves building or
maintaining a certain shareholding stake in order to obtain board seats or other
governance rights in such companies, and that each such investment may, but is
not required to, be designated as a “Special Investment”. Once so designated, a
Special Investment shall be represented by a separate sub-class of interests (a
“Sub-Class S”) by way of conversion of Interests of the relevant Class (the
“Original Sub-Class”) into interests of the relevant Sub-Class S of the same class.
Such conversion will take effect as a withdrawal of the relevant interests of the
Original Sub-Class and using the withdrawal proceeds to subscribe for interests
of the relevant Sub-Class S of that same class.
Constellation also manages Funds that do not accept U.S. investors that follow
substantially
similar investment objectives as the Fund.
Details regarding Fund investment objectives, fees, liquidity rights and risks,
amongst others, are fully disclosed in the Fund Offering Documents.
Discretionary Investment Advisory Services for Managed Accounts and
Portfolios.
Constellation serves as investment advisor to U.S. and non-U.S. managed
accounts and portfolios established by institutional investors and high net worth
clients.
Characteristics of the Offered Services
In relation to its Advisory Clients, Constellation retains broad investment
authority. Advisory Client assets may be invested according to a “Long Only”
strategy involving a wide range of equities, fixed income, securities, currencies
and related derivatives, issued by, or representing a direct or indirect investment
in, governments bonds, companies or other entities.
Constellation uses fundamental analysis and has adopted research processes
focusing on predominately Brazilian companies.
Constellation has discretionary authority with respect to its Advisory Clients. At
any given time Advisory Client assets may be almost exclusively invested in
securities issued in Brazil. Investments may also include a variety of debt
obligations, such as, but not limited to, fixed or floating rate bonds, notes,
debentures, commercial papers, loans, “Brady” bonds, convertible securities,
debt swaps, and other debt securities issued or guaranteed by governments,
governmental agencies or their instrumentalities, central banks, commercial
banks or private issuers, including repurchase agreements with respect to such
obligations. Resources may also be allocated in listed equities, depository
receipts, shares of other investment funds or other instruments providing for
exposure to securities, options on securities and securities indices (purchased and
written), futures and forward contracts on currencies, government and private
securities, securities indices, agricultural and non-agricultural commodities, and
other derivative instruments. Constellation may invest in securities and equities
issued by entities registered in countries other than Latin American countries that
notwithstanding have relevant businesses in or important exposure to Latin
America. Trading may be conducted either in the local markets or any other
jurisdiction where the securities are traded on exchange or over-the-counter
markets.
In adverse market conditions, a significant share of Advisory Client assets may
be allocated in fixed income securities or other debt instruments of Latin
American entities; funds may also be kept overseas, pending investment or
reinvestment. Adverse market conditions may also cause Constellation to
maintain all its assets either in cash, cash equivalents or fixed income securities
deposited or custodied, in Latin American countries or abroad, or in money
market instruments, bonds and U.S. Treasury securities.
individual needs of clients. Explain whether clients may impose restrictions on
investing in certain securities or types of securities.
In relation to the Funds, Constellation neither tailors its advisory services to the
individual needs of Fund investors, nor accepts investor-imposed investment
restrictions to its strategy or allocation. Notwithstanding, when deemed
appropriate, Constellation may establish one or more separately managed
accounts or fund of one investor for certain clients, and tailor its advisory services
to their objectives and/or subject them to terms and fees that are different from
those of the Funds. Such investment objectives, fee arrangements and terms will
be negotiated on a case-by-case basis. Any such separately managed account
relationships would generally be subject to significant account minimums.
Constellation may also enter into side letter agreements with certain large and
strategic Fund investors, which may provide for additional rights, including but
not limited to, transferability rights, additional portfolio restrictions, reporting
rights and/or other rights permitted in Constellation’s discretion.
It should be noted that any such future relationships may be subject to minimum
investment size and other possible special requirements.
services, (1) describe the differences, if any, between how you manage wrap fee
accounts and how you manage other accounts, and (2) explain that you receive a
portion of the wrap fee for your services.
Constellation does not currently participate in wrap fee programs.
discretionary basis and the amount of client assets you manage on a non-
discretionary basis. Disclose the date “as of” which you calculated the amounts.
Note: Your method for computing the amount of “client assets you manage” can
be different from the method for computing “assets under management” required
for Item 5.F in Part 1A. However, if you choose to use a different method to
compute “client assets you manage,” you must keep documentation describing
the method you use. The amount you disclose may be rounded to the nearest
$100,000. Your “as of” date must not be more than 90 days before the date you
last updated your brochure in response to this Item 4.E
As of December 31, 2022, Constellation had USD 1,483,400,612 of regulatory
assets under management on a discretionary basis. Constellation does not
currently manage any Advisory Client assets on a non-discretionary basis.