(A) Operational and Organizational Information: Constellation Capital
Management LLC (the “Firm”) is an SEC registered investment adviser. As stated
on the cover page of the Brochure, registration as an investment adviser does not
imply a level of skill or training. The Firm has been in business since 1999. The
principal owners of the Firm are Messrs. Shahriar Shahida (50%) and Varun
Gosain (50%) (together, the “Principals”).
(B) Types of Advisory Services Offered: The Firm provides portfolio management
services to separately managed accounts (“Managed Accounts”), and, has in the
past and may in the future continue to provide, those same services to privately
offered pooled investment vehicles (each a “Fund”, and collectively, the “Funds”)
(collectively, the Managed Accounts and any future Funds will be referred herein
as “Clients”) on both a discretionary and non-discretionary basis. The Firm also
provides certain advisory services to non-fee paying privately offered pooled
investment vehicles, which are comprised of family and/or proprietary accounts.
The Firm specializes in providing investment advice related primarily to credit
opportunities. The Firm provides investment advice to the Managed Accounts in
accordance with such Managed Account’s investment objectives, risk tolerance,
and other applicable guidelines and/or directives, as stipulated in the relevant
investment management agreement. Please refer to Item 8.(A) below for additional
information.
All discussions of the Clients in this Brochure, including but not limited to their
investments, the strategies used in managing the Clients, fees and other costs
associated with an investment, and conflicts of interest faced by the Firm and its
affiliates in connection with management of the Clients are qualified in their
entirety by reference to each Client’s respective confidential offering memoranda
(applicable for Funds only), governing documents (including subscription
agreements and side letters, as applicable), and the investment management
agreement between the Firm and each Client (collectively referred to herein as
“Operative Documents”).
Client Investment Guidelines and Parameters:
As stated above, the Firm manages the Managed Account in accordance with the
guidelines and/or directives stipulated in the relevant investment management
agreement. By virtue of the fact that the beneficial owner of each Managed
Account negotiates the specific terms of their investment management agreement,
the Firm tailors the advisory services it provides to the Managed Accounts, and the
beneficial owner of the Managed Account
may impose restrictions on investing in
certain securities or types of securities.
The Managed Accounts are managed jointly or individually by the Principals or
employees of the Firm. Joint management arrangements may include, but are not
limited to: (1) the allocation of all or portions of a portfolio to the designated
Principals (or their designees); (2) a requirement whereby some or all investment
decisions must be approved by each Principal designated in the jointly managed
portfolio; and (3) the power of certain designated Principals in a joint managed
portfolio to veto transactions proposed by others. These co-management
arrangements are reviewed periodically and may be changed at the Firm’s
discretion without notice.
The following is a general description of the principal types of trades and
investments in which the Firm may engage, certain techniques that it may employ,
the investment criteria that it plans to apply, and the guidelines that it has
established regarding the composition of its investment portfolios. The following
description is merely a summary and you should not assume that any descriptions
of specific activities are intended in any way to limit the types of investment
activities the Firm may undertake.
Advisory services may involve: discretionary purchases and sales of securities and
other financial instruments; recommendations of specific securities for purchase
or sale by an account consistent with a particular Client’s investment objectives
and strategies; placing orders for the purchase or sale of investment instruments
with brokers, dealers and other counterparties that the Firm or the Client select;
and/or providing reports and commentary on the market and performance of a
Client’s account. The Firm’s objectives, unless specifically stated otherwise, are
not aimed at principal protection. For certain portfolios, risk is managed at the
portfolio level. In other portfolios, risk is not managed at a portfolio level and could
be considered excessive if looked at on a stand-alone basis. Such strategies would
only be appropriate if they are part of larger portfolios where risk is managed at
the larger portfolio level and not at the level of the sub-portfolio managed by the
advisor.
This approach is consistent with the objectives as defined in the applicable
Operative Documents.
(C) Wrap Fee Programs: The Firm does not participate in wrap fee programs.
(D) Client Regulatory Assets Under Management:
(i) Discretionary: $199,263,610 as of December 31, 2023
(ii) Non-discretionary: $17,832,389 as of December 31, 2023
(iii) Total: $217,095,999 as of December 31, 2023