A. General Description of Advisory Firm
Root Capital Gestão de Recursos Ltda.
Root Capital Gestão de Recursos Ltda. (the “Investment Adviser”, “we” and “us”), is a Sociedade
Empresária Limitada organized under the laws of Brazil that was incorporated in 2009.
Our headquarters and principal place of business is in São Paulo. We have one additional office located in
Rio de Janeiro, where the company is registered.
We are controlled by our principal owner, Mr. Rafael de Amorim Fritsch (the “Principal Owner”), who is a
member of Root Capital Participações Ltda., a Brazilian Sociedade Empresária Limitada, which is a
shareholder of, and controls, the Investment Adviser (the “Investment Adviser Parent Company”). The
Investment Adviser Parent Company has ultimate responsibility for our management, operations and
investment decisions.
B. Description of Advisory Services
This Brochure generally includes information about us and our relationships with our clients. While much
of this Brochure applies to all such clients, certain information included herein applies to specific clients
only. In particular, we have solely provided information with respect to US clients or funds with US
investors.
The Investment Adviser’s operations and personnel are all located in Brazil. The Investment Adviser
provides discretionary investment management services to several Brazilian clients, including pooled
investment vehicles, that are not US entities and have no US investors (such clients, the “Brazilian
Clients”). The Investment Adviser has tailored this Brochure to reflect information with respect to the
investment strategies, fees, expenses and risks associated with the services that the Investment Adviser
provides to US clients or investment funds offered to US investors. Information pertaining to the
Investment Adviser’s services to the Brazilian Clients is available upon request.
The Credit Funds are referred to collectively as the “Funds.”
The Investment Adviser also will provide services to a separately managed account (the “SMA”).
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 and other applicable state, federal or non-U.S. laws. Significant suitability
requirements apply to prospective investors in the Funds, including requirements that they be “accredited
investors” as defined in Regulation D, “qualified purchasers” as defined in the Investment Company Act,
or non-”U.S. Persons” as defined
in Regulation S. Persons reviewing this Brochure should not construe this
as an offer to sell or a solicitation of an offer to buy the securities of any of the Funds described herein. Any
such offer or solicitation will be made only by means of a confidential private placement memorandum.
As used herein, the term “client” generally refers to each Fund and each beneficial owner of the Credit
Investment Strategy managed by the Investment Adviser.
Investment Strategies and Types of Investments
The Investment Adviser’s investment strategy with respect to the Funds is to provide clients with capital
appreciation with attractive risk-adjusted returns and low correlation to the overall equity and credit
markets through a portfolio of Brazilian long-biased, opportunistic, stressed, distressed, federal claims
and special situation credit-related investments that provide in most cases the downside protection of
credit instruments. The portfolio may include government issuers, companies or entities predominantly
located in Brazil or otherwise having their primary business in Brazil, federal claims, distressed leveraged
loans, distressed bonds, senior unsecured loans, senior secured loans, bankruptcy and post-bankruptcy
securities and other event-driven credit special situations.
The descriptions set forth in this Brochure of specific advisory services that the Investment Adviser offers
to its clients, and investment strategies pursued, and investments made by the Investment Adviser on
behalf of its clients, should not be understood to limit in any way the Investment Adviser’s investment
activities. The Investment Adviser may offer any advisory services, engage in any investment strategy and
make any investment, including any not described in this Brochure, that the Investment Adviser considers
appropriate, subject to each client’s investment objectives and guidelines. The investment strategies that
the Investment Adviser pursues are speculative and entail substantial risks. Clients should be prepared to
bear a substantial loss of capital invested. There can be no assurance that the investment objectives of
any client will be achieved.
C. Availability of Customized Services for Individual Clients
Our investment decisions and advice with respect to each Fund will be subject to each Fund’s investment
objectives and guidelines stated in its by-laws, as set forth in its respective offering documents, and
applicable legislation.
D. Wrap Fee Programs
We do not currently participate in any Wrap Fee Programs.
E. Assets Under Management
We manage, on a discretionary basis, approximately 514,320,748 (USD) of client assets, determined as of
December 31, 2023.
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