Advisory Firm
Constellation Wealth Capital, LLC (“Constellation” or the “Firm”), a Delaware limited liability company founded in
2023, is a Chicago-based private fund manager focused on making investments in the private wealth management
industry. Constellation makes structured minority investments in well-positioned wealth management platforms in
North America and in other jurisdictions outside of North America with an investment grade rating from either
Moody’s or Standard & Poor’s (the “Target Markets”).
Constellation serves as the investment adviser for, and provides discretionary investment advisory services to,
private funds (the “Funds”) exempt from registration under the Investment Company Act of 1940 (the “Investment
Company Act”). Constellation has formed a general partner, and expects in the future to form additional general
partners (the “General Partners”), with authority to make investment decisions on behalf of the Funds. The General
Partners are deemed registered under the Investment Advisers Act of 1940, as amended, and the rules and
regulations promulgated thereunder (the “Advisers Act”), pursuant to Constellation’s registration in accordance with
SEC guidance. The General Partners retain investment discretion, and limited partners in the Funds do not
participate in the control or management of the Funds. While the General Partners maintain ultimate authority over
the respective Funds, Constellation has been designated the role of investment adviser. Throughout this Brochure,
reference to Constellation includes reference to the General Partners, unless the context otherwise requires.
Advisory Services
The Funds are private equity funds that originate structured minority investments in companies and businesses that
derive a significant component of their income from wealth management (each, a “portfolio company”). Each
portfolio company has its own independent management team responsible for managing its day-to-day operations.
The Firm’s investment advisory services to the Funds consist of identifying and evaluating investment opportunities,
negotiating the terms of investments, managing and monitoring investments and achieving dispositions for (and
seeking interim distributable cash from) such investments. Investments are predominantly in private businesses,
although investments in public companies are permitted in certain instances.
Constellation’s investment advice and authority for each Fund is tailored to the investment objectives of that Fund;
Constellation does not tailor its advisory services to the individual needs of limited partners in the Funds. The Fund
investment objectives are described in and governed by, as applicable, the private placement memorandum, limited
partnership agreement, subscription agreements, investment advisory agreements, side letter agreements and
other governing documents of the relevant Fund (collectively, “Governing
Documents”), and limited partners
determine the suitability of an investment in a Fund based on, among other things, the Governing Documents. The
Firm does not seek nor require limited partner approval regarding each investment decision.
Fund limited partners generally cannot impose restrictions on investing in certain securities or types of securities,
other than through side letter agreements. Limited partners in the Funds participate in the overall investment
program for the applicable Fund and generally cannot be excused from a particular investment except in certain
circumstances pursuant to the terms of the applicable Governing Documents. In accordance with industry common
practice, Constellation has entered into side letters or similar agreements with certain limited partners including
those who make substantial commitments of capital or were early-stage limited partners in the Funds, or for other
reasons in the sole discretion of Constellation, in each case that have the effect of establishing rights under, or
altering or supplementing, a Fund’s Governing Documents. Examples of side letters entered into include provisions
whereby limited partners have expressed an interest in participating in co-investment opportunities, notification
provisions, reporting requirements and “most favored nations” provisions, among others. These rights, benefits or
privileges are not always made available to all limited partners, consistent with the Governing Documents and
general market practice. Commencing in March 2025, Constellation will make required disclosure of certain side
letters to all limited partners (and in certain cases, to prospective limited partners) in accordance with the new
Private Fund Rules. Side letters are negotiated at the time of the relevant limited partner’s capital commitment, and
once invested in a Fund, limited partners generally cannot impose additional investment guidelines or restrictions
on such Fund. There can be no assurance that the side letter rights granted to one or more limited partners will not
in certain cases disadvantage other limited partners.
Regulatory Assets Under Management
As of January 16, 2024, Constellation managed $549,708,840 in discretionary assets under management.
Constellation does not manage any assets on a non-discretionary basis.
Principal Owners/Ownership Structure
Constellation is ultimately majority owned by Managing Partner Karl Heckenberg with a minority ownership interest
ultimately held by third-party investors who are also limited partners in the Funds. Such third-party investors (also
referred to as Passive Investors, as described in Item 5 and Item 8, below) hold a passive non-voting minority interest
in Constellation and do not have authority over the day-to-day operations or investment decisions of Constellation
as they relate to the Funds, but do have certain customary minority protection rights.