Constellation Investimentos E Participac ES LTDA

ITEM 5 – FEES AND COMPENSATION

Disclaimer applicable to all sub-items hereto:
Investors in the Funds or any other Advisory Client should refer to the appropriate governing
documents for a complete and detailed understanding of how Constellation is compensated for its
advisory services. The information contained herein is a summary and is qualified in its entirety by
the relevant Advisory Client governing documents.

 Item 5. A             Describe how you are compensated for your advisory services. Provide your
                       fee schedule. Disclose whether the fees are negotiable.

                       Note: If you are an SEC-registered adviser, you do not need to include this
                       information in a brochure that is delivered only to qualified purchasers as
                       defined in section 2(a)(51)(A) of the Investment Company Act of 1940.

                       Generally, Constellation receives a management fee based on each Fund’s
                       relevant portfolio’s net assets, payable monthly in arrears, adjusted for
                       subscriptions and redemptions made during the month and without accruing the
                       incentive allocation, if any. Constellation also receives a performance
                       allocation/fee based on the net profits (including realized and unrealized gains
                       and losses) annually (or twice per year, as applicable) in arrears as dictated by
                       each Fund’s governing document, or upon withdrawal/redemption of interests or
                       shares or termination and liquidation of the Fund. The performance allocation/fee
                       is subject to a loss carry forward provision. Constellation may also receive a
                       performance-based fee based on outperformance of a benchmark.

                       Constellation may in its sole discretion waive or reduce the management fee or
                       performance allocation/fee to be paid by any Fund investor, including Fund
                       investors that are principals, employees or affiliates of Constellation or relatives
                       of such persons and for certain large or strategic investors. Further, the Funds pay
                       the management fee and/or performance allocation/fee at the feeder/class/sub-
                       class level.

 Item 5. B             Describe whether you deduct fees from clients’ assets or bill clients for fees
                       incurred. If clients may select either method, disclose this fact. Explain how
                       often you bill clients or deduct your fees.

                       Constellation deducts fees from investor’s assets in the Funds. Investors are not
                       given the option to choose to be directly billed for fees incurred. The frequency
                       with which such fees are charged is described in item 5.A above. Constellation
                       does not, and will not, have the authority to deduct advisory fees or other expenses
                       directly from any Separately Managed Accounts. Typically, Constellation charges
                       advisory fees and incentive fees by sending an invoice directly to the Separately
                       Managed Account.

Item 5. C   Describe any other types of fees or expenses clients may pay in connection
            with your advisory services, such as custodian fees or mutual fund expenses.
            Disclose that clients will incur brokerage and other transaction costs, and
            direct clients to the section(s) of your brochure that discuss brokerage.

            In addition to the management and performance-based fees described above,
            investors in the Funds indirectly bear certain expenses incurred by the Funds in
            connection with their operations and investment activities.

            These expenses vary and typically include legal, compliance, fund administration,
            audit and accounting expenses; registrar and transfer agent fees; directors’ fees
            (as applicable); tax reporting services; organizational expenses and other
            operational costs associated with maintaining the Funds and their day-to-day
            activities. The Funds may also incur investment-related expenses, including
            brokerage commissions, research costs, custodial fees, bank service fees,
            borrowing costs, insurance expenses, and other expenses related to the purchase,
            sale, custody, or administration of Fund assets. Organizational expenses are borne
            by the respective Fund. Constellation has the ability to provide advisory services
            to Separately Managed Accounts; however, as of the date of this brochure, the
            Firm does not currently manage any such accounts. If such accounts are
            established, the applicable fee terms would be negotiated on a case-by-case basis.

            Investors in the Funds and the Separately Managed Accounts, as applicable,
            indirectly bear the cost of brokerage and other transaction-related costs associated
            with the Funds’ and the account investment activities. Please refer to Item 12
            (Brokerage Practices) of this brochure for additional information.

Item 5. D   If your clients either may or must pay your fees in advance, disclose this fact.
            Explain how a client may obtain a refund of a pre-paid fee if the advisory
            contract is terminated before the end of the billing period. Explain how you
            will determine the amount of the refund.

            The fees charged to the Funds are not payable in advance. As detailed in Item
            5.A. of this brochure, the management fee is payable monthly in arrears and the
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ITEM 7 – TYPES OF CLIENTS

Describe the types of clients to whom you generally provide investment advice, such as individuals,
trusts, investment companies, or pension plans. If you have any requirements for opening or
maintaining an account, such as a minimum account size, disclose the requirements.

Constellation currently provides discretionary investment advisory services primarily to pooled investment
vehicles operating as private investment funds.

Interests or shares in the Funds are generally offered to (i) U.S. investors who qualify as (a) accredited
investors within the meaning of Regulation D of the Securities Act of 1933, as amended (“Accredited
Investors”) and (b) qualified purchasers within the meaning of Section 2(a)(51) of the Investment Company
Act of 1940, as amended (“Qualified Purchasers”); and (ii) non-U.S. Investors. Accordingly, the Funds are
not offered to the general public.

Investments in the Funds may be subject to a minimum initial investment amounts, which may be increased,
decreased or waived at the discretion of Constellation.

Constellation also has the ability to provide advisory services to Separately Managed Accounts; however,
as of the date of this brochure, the Firm does not currently manage any such accounts. If such relationships
are established, the applicable terms and minimum investment requirements would be negotiated on a case-
by-case basis.