UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21113
----------------------
Constellation Institutional Portfolios
--------------------------------------------------
(Exact name of registrant as specified in charter)
1205 Westlakes Drive, Suite 280
Berwyn, PA 19312
---------------------------------------------------
(Address of principal executive offices) (Zip code)
John H. Grady
Constellation Investment Management Company
1205 Westlakes Drive, Suite 280
Berwyn, PA 19312
---------------------------------------
(Name and address of agent for service)
registrant's telephone number, including area code: (484) 329-2801
-----------------
Date of fiscal year end: December 31
-----------------
Date of reporting period: June 30, 2005
--------------------
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
The Report to Shareholders is attached herewith.
Constellation
Institutional Portfolios
- --------------------------------------------------------------------------------
SEMIANNUAL REPORT
June 30, 2005
CIP Sands Capital Institutional Growth Portfolio
CIP JSAM Large Cap Value Portfolio
CIP JSAM Value Portfolio
INVESTMENT MANAGER
Constellation Investment Management Company, LP
INVESTMENT SUB-ADVISERS
Sands Capital Management, L.P.
JS Asset Management, LLC
Shareholder Services
Constellation Institutional shareholders receive
annual and semiannual reports, and quarterly
account statements. Shareholders who have
questions about their accounts may call a toll-
free number, 1 (800) 304 2459, visit our website,
www.ciptrust.com, or write to Constellation
Institutional Portfolios, 1205 Westlakes Drive,
Suite 280, Berwyn, Pennsylvania, 19312.
CONTENTS (unaudited)
2 Performance
3 Disclosure of Fund Expenses
4 Financial Statements
11 Notes to Financial Statements
14 Approval of Management and Sub-Advisory Agreements
Constellation Institutional Portfolios 2005 Semiannual Report | 1
PERFORMANCE (unaudited)
TOTAL RETURNS OF CONSTELLATION INSTITUTIONAL PORTFOLIOS
Through June 30, 2005
CURRENT PERFORMANCE MAY BE HIGHER THAN THE PERFORMANCE DATA QUOTED. PLEASE CALL
(800) 304-2459 FOR THE MOST RECENT MONTH END PERFORMANCE INFORMATION.
Calendar Total
Six Year to One Three Five Ten Since Assets
Months Date Year Years Years Years Inception ($mil)
- ------------------------------------------------------------------------------------------------------------------------------------
CIP SANDS CAPITAL INSTITUTIONAL
GROWTH PORTFOLIO* n/a n/a n/a n/a n/a n/a 4.90% $173.1
Russell 1000 Growth Index n/a n/a n/a n/a n/a n/a 1.83%
Inception date: 1/21/05
- ------------------------------------------------------------------------------------------------------------------------------------
CIP JSAM LARGE CAP VALUE PORTFOLIO* n/a n/a n/a n/a n/a n/a (3.50)% $7.2
Russell 1000 Value Index n/a n/a n/a n/a n/a n/a (1.94)%
Inception date: 6/20/05
- ------------------------------------------------------------------------------------------------------------------------------------
CIP JSAM VALUE PORTFOLIO* n/a n/a n/a n/a n/a n/a (3.50)% $2.9
Russell Midcap Value Index n/a n/a n/a n/a n/a n/a (0.31)%
Inception date: 6/17/05
- ------------------------------------------------------------------------------------------------------------------------------------
THE CONSTELLATION INSTITUTIONAL PORTFOLIOS ARE DISTRIBUTED BY CONSTELLATION
INVESTMENT DISTRIBUTION COMPANY INC., BERWYN, PA 19312. THE INVESTOR SHOULD
CONSIDER THE INVESTMENT OBJECTIVES, RISKS, CHARGES AND EXPENSES BEFORE
INVESTING. THIS INFORMATION CAN BE FOUND IN THE PROSPECTUS.A FREE PROSPECTUS,
WHICH CONTAINS DETAILED INFORMATION, INCLUDING FEES AND EXPENSES, AND THE RISKS
associated with investing in the funds, can be obtained by calling (800) 304
2459. Read the prospectus carefully before investing. The performance data
quoted represents past performance and the principal value and investment return
will fluctuate so that an investor's shares, when redeemed, may be worth more or
less than their original cost.
Returns less than one year are cumulative. The performance in the above table
does not reflect the deduction of taxes the shareholder will pay on fund
distributions or the redemption of fund shares. Returns shown, unless otherwise
indicated, are total returns, with dividends and income reinvested. Returns
spanning more than one year are annualized. The indexes mentioned are unmanaged
statistical composites of stock market or bond market performance. Investing in
an index is not possible.
* INVESTING IN NON-DIVERSIFIED PORTFOLIOS MAY INCREASE VOLATILITY AND EXPOSE THE
INVESTOR TO GREATER RISK OF LOSS FROM A SMALL NUMBER OF HOLDINGS.
2 | Constellation Institutional Portfolios 2005 Semiannual Report
DISCLOSURE OF FUND EXPENSES (unaudited)
All mutual funds have operating expenses. As a shareholder of a Fund, your
investment is affected by these ongoing costs, which include (among others)
costs for portfolio management, administrative services, and shareholder reports
like this one. It is important for you to understand the impact of these costs
on your investment returns.
Operating expenses such as these are deducted from the Fund's gross income and
directly reduce your final investment return. These expenses are expressed as a
percentage of the Fund's average net assets; this percentage is known as the
Fund's expense ratio.
The following examples use the expense ratio and are intended to help you
understand the ongoing costs (in dollars) of investing in your Fund and to
compare these costs with those of other mutual funds. The examples are based on
an investment of $1,000 made at the beginning of the period shown and held for
the entire period.
The table below illustrates your Fund's costs in two ways:
* ACTUAL FUND RETURN. This section helps you to estimate the actual expenses
after fee waivers that your Fund incurred over the period. The "Expenses Paid
During Period" column shows the actual dollar expense cost incurred by a $1,000
investment in the Fund, and the "Ending Account Value" number is derived from
deducting that expense cost from the Fund's gross investment return.
You can use this information, together with the actual amount you invested in
the Fund, to estimate the expenses you paid over that period. Simply divide your
actual account value by $1,000 to arrive at a ratio (for example, an $8,600
account value divided by $1,000 = $8.6), then multiply that ratio by the number
shown for your Fund under "Expenses Paid During Period".
* HYPOTHETICAL 5% RETURN. This section helps you compare your Fund's costs with
those of other mutual funds. It assumes that the Fund had an annual 5% return
before expenses during the year, but that the expense ratio (in the "Annualized
Expense Ratios" column) for the period is unchanged. This example is useful in
making comparisons because the Securities and Exchange Commission requires all
mutual funds to make this 5% calculation. You can assess your Fund's comparative
cost by comparing the hypothetical result for your Fund in the "Expenses Paid
During Period" column with those that appear in the same charts in the
shareholder reports for other Funds.
Note: Because the return is set at 5% for comparison purposes - NOT your Fund's
actual return - the account values shown may not apply to your specific
investment.
- ----------------------------------------------------------------------------------------------------------------------
BEGINNING ENDING ANNUALIZED EXPENSES
ACCOUNT ACCOUNT EXPENSE PAID DURING
VALUE 1/21/05 VALUE 6/30/05 RATIOS(1) PERIOD(2)
- ----------------------------------------------------------------------------------------------------------------------
CIP SANDS CAPITAL INSTITUTIONAL GROWTH PORTFOLIO
- ----------------------------------------------------------------------------------------------------------------------
Actual Fund Return $1,000.00 $1,049.00 0.80% $3.62
Hypothetical 5% Return 1,000.00 1,019.00 0.80 3.56
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
BEGINNING ENDING ANNUALIZED EXPENSES
ACCOUNT ACCOUNT EXPENSE PAID DURING
VALUE 6/20/05 VALUE 6/30/05 RATIOS(1) PERIOD(2)
- ----------------------------------------------------------------------------------------------------------------------
CIP JSAM LARGE CAP VALUE PORTFOLIO
Actual Fund Return $1,000.00 $ 965.00 0.70% $0.19
Hypothetical 5% Return 1,000.00 1,001.18 0.70 0.19
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
BEGINNING ENDING ANNUALIZED EXPENSES
ACCOUNT ACCOUNT EXPENSE PAID DURING
VALUE 6/17/05 VALUE 6/30/05 RATIOS(1) PERIOD(2)
- ----------------------------------------------------------------------------------------------------------------------
CIP JSAM VALUE PORTFOLIO
Actual Fund Return $1,000.00 $ 965.00 0.80% $0.30
Hypothetical 5% Return 1,000.00 1,001.61 0.80 0.31
- ----------------------------------------------------------------------------------------------------------------------
(1)Annualized, based on the Fund's most recent fiscal half-year expenses.
(2)Expenses are equal to the Fund's annualized expense ratio multiplied by the
average account value over the period, multiplied by the number of days in
the most recent fiscal half-year, then divided by 365.
Constellation Institutional Portfolios 2005 Semiannual Report | 3
FINANCIAL STATEMENTS (unaudited)
SCHEDULE OF INVESTMENTS
CIP Sands Capital Institutional Growth Portfolio
June 30, 2005
SECTOR WEIGHTINGS+
- --------------------------------------------------------------------------------
======================================== 34.67% Medical
=========================== 19.80% Retail
================= 17.98% Commercial Services
============= 8.87% Technology
========= 7.07% Schools
======= 5.83% Finance
======= 5.78% Computers
+As a percent of total common stock
SHARES VALUE
- -----------------------------------------------------------------------------
COMMON STOCK (95.89%)
- -----------------------------------------------------------------------------
COMMERCIAL SERVICES (17.24%)
- -----------------------------------------------------------------------------
eBay Inc.* 341,500 $11,272,915
Google Inc.* 40,500 11,913,075
Iron Mountain Inc.* 56,650 1,757,283
Moody's Corp. 109,200 4,909,632
-----------
29,852,905
-----------
COMPUTERS (5.54%)
- -----------------------------------------------------------------------------
Dell Inc.* 242,700 9,589,077
-----------
FINANCE (5.59%)
- -----------------------------------------------------------------------------
Capital One Financial Corp. 120,850 9,669,208
-----------
MEDICAL (33.25%)
- -----------------------------------------------------------------------------
Allergan Inc. 69,550 5,928,442
Amgen Inc.* 83,250 5,033,295
Genentech Inc.* 185,850 14,920,038
Genzyme Corp.* 111,200 6,682,008
Medtronic Inc. 121,850 6,310,612
Patterson Companies Inc.* 68,300 3,078,964
Stryker Corp. 98,500 4,684,660
Teva Pharmaceutical
Industries Ltd. (ADR) 232,900 7,252,506
Zimmer Holdings Inc.* 48,050 3,659,969
-----------
57,550,494
-----------
RETAIL (18.99%)
- -----------------------------------------------------------------------------
Bed Bath & Beyond Inc.* 105,350 4,401,523
Kohl's Corp.* 85,950 4,805,464
Lowe's Companies Inc. 136,050 7,920,831
Starbucks Corp.* 213,000 11,003,580
Walgreen Co. 103,100 4,741,569
-----------
32,872,967
-----------
SCHOOLS (6.78%)
- -----------------------------------------------------------------------------
Apollo Group Inc.* 150,000 11,733,000
-----------
SHARES VALUE
- -----------------------------------------------------------------------------
TECHNOLOGY (8.50%)
- -----------------------------------------------------------------------------
Cisco Systems Inc.* 340,800 $ 6,512,688
QUALCOMM Inc. 176,050 5,811,411
Red Hat Inc.* 183,000 2,397,300
------------
14,721,399
- -----------------------------------------------------------------------------
TOTAL COMMON STOCK (95.89%)
(COST $157,757,262) 165,989,050
=============================================================================
CASH AND CASH EQUIVALENTS (4.23%) 7,321,664
- -----------------------------------------------------------------------------
OTHER LIABILITIES LESS ASSETS (-0.12%) (208,008)
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
NET ASSETS (100.00%) $173,102,706
- -----------------------------------------------------------------------------
* Non-income producing security.
ADR - American Depositary Receipt
The accompanying notes are an integral part of the financial statements.
4 | Constellation Institutional Portfolios 2005 Semiannual Report
FINANCIAL STATEMENTS (unaudited)
SCHEDULE OF INVESTMENTS
CIP JSAM Large Cap Value Portfolio
June 30, 2005
SECTOR WEIGHTINGS+
- --------------------------------------------------------------------------------
================================================= 31.82% Financial Services
==================================== 15.90% Other
================================== 15.42% Technology
================== 7.49% Consumer Discretionary
================ 6.46% Consumer Staples
============= 5.29% Materials & Processing
============= 5.03% Autos & Transportation
============= 4.93% Producer Durables
=========== 4.52% Other Energy
====== 3.14% Health Care
+As a percent of total common stock
SHARES VALUE
- -----------------------------------------------------------------------------
COMMON STOCK (88.25%)
- -----------------------------------------------------------------------------
AUTOS & TRANSPORTATION (4.44%)
- -----------------------------------------------------------------------------
General Motors Corp. 3,150 $ 107,100
Navistar International Corp.* 6,700 214,400
----------
321,500
----------
CONSUMER DISCRETIONARY (6.61%)
- -----------------------------------------------------------------------------
Liberty Global Inc. - Cl A* 4,800 224,016
Liberty Media Corp.* 21,600 220,104
Starwood Hotels & Resorts
Worldwide Inc. 600 35,142
----------
479,262
----------
CONSUMER STAPLES (5.70%)
- -----------------------------------------------------------------------------
Altria Group Inc. 4,750 307,135
Safeway Inc. 4,700 106,173
----------
413,308
----------
FINANCIAL SERVICES (28.08%)
- -----------------------------------------------------------------------------
Aon Corp. 1,400 35,056
Bank of America Corp. 3,900 177,879
Citigroup Inc. 7,650 353,660
Fannie Mae 7,750 452,600
Freddie Mac 5,650 368,548
JPMorgan Chase & Co. 10,000 353,200
Merrill Lynch & Co., Inc. 5,350 294,304
----------
2,035,247
----------
HEALTH CARE (2.77%)
- -----------------------------------------------------------------------------
Sanofi-Aventis (ADR) 3,200 131,168
Schering-Plough Corp. 3,650 69,569
----------
200,737
----------
SHARES VALUE
- -----------------------------------------------------------------------------
MATERIALS & Processing (4.67%)
- -----------------------------------------------------------------------------
Abitibi-Consolidated Inc. 55,250 $ 247,520
Alcan Inc. 1,600 48,000
Freeport-McMoRan Copper & Gold Inc. 950 35,568
International Paper Co. 250 7,552
----------
338,640
----------
OTHER (14.03%)
- -----------------------------------------------------------------------------
ABB Ltd.* 20,600 133,282
General Electric Co. 6,000 207,900
Honeywell International Inc. 5,550 203,297
iShares Russell 1000 Value
Index Fund** 2,800 186,592
Tyco International Ltd. 9,800 286,160
----------
1,017,231
OTHER ENERGY (3.99%)
- -----------------------------------------------------------------------------
Reliant Energy Inc.* 23,350 289,073
----------
PRODUCER DURABLES (4.35%)
- -----------------------------------------------------------------------------
The Boeing Co. 950 62,700
Teradyne Inc.* 21,100 252,567
----------
315,267
----------
TECHNOLOGY (13.61%)
- -----------------------------------------------------------------------------
Avnet Inc.* 9,900 223,047
BearingPoint Inc.* 20,450 149,899
Electronic Data Systems Corp. 3,700 71,225
Sanmina-SCI Corp.* 77,400 423,378
Sony Corp. (ADR) 3,450 118,818
----------
986,367
----------
TOTAL COMMON STOCK (88.25%)
(COST $6,489,237) 6,396,632
- -----------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS (23.99%) 1,739,264
- -----------------------------------------------------------------------------
OTHER LIABILITIES LESS ASSETS (-12.24%) (887,183)
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
NET ASSETS (100.00%) $7,248,713
- -----------------------------------------------------------------------------
* Non-income producing security.
**Exchange traded fund
ADR - American Depositary Receipt
The accompanying notes are an integral part of the financial statements.
Constellation Institutional Portfolios 2005 Semiannual Report | 5
FINANCIAL STATEMENTS (unaudited)
SCHEDULE OF INVESTMENTS
CIP JSAM Value Portfolio
June 30, 2005
SECTOR WEIGHTINGS+
- --------------------------------------------------------------------------------
========================================= 23.24% Technology
====================================== 22.52% Financial Services
=============================== 19.65% Materials & Processing
====================== 11.60% Autos & Transportation
=============== 8.91% Other
============= 7.71% Other Energy
========= 2.27% Consumer Discretionary
===== 1.87% Consumer Staples
=== 1.13% Producer Durables
=== 1.10% Health Care
+As a percent of total common stock
SHARES VALUE
- -----------------------------------------------------------------------------
COMMON STOCK (90.17%)
- -----------------------------------------------------------------------------
AUTOS & TRANSPORTATION (10.46%)
AMR Corp.* 4,700 $ 56,917
Cooper Tire & Rubber Co. 3,100 57,567
Delta Air Lines Inc.* 7,900 29,704
Navistar International Corp.* 2,700 86,400
Visteon Corp.* 13,100 78,993
----------
309,581
----------
CONSUMER DISCRETIONARY (2.05%)
- -----------------------------------------------------------------------------
Liberty Global Inc. - Cl A* 1,300 60,671
----------
CONSUMER STAPLES (1.69%)
- -----------------------------------------------------------------------------
Loews Corp. - Carolina Group 1,500 49,980
----------
FINANCIAL SERVICES (20.30%)
- -----------------------------------------------------------------------------
American Equity Investment
Life Holding Co. 3,900 46,332
Aon Corp. 1,200 30,048
Fannie Mae 2,800 163,520
Freddie Mac 1,400 91,322
JPMorgan Chase & Co. 2,500 88,300
La Quinta Corp.* 3,400 31,722
The PMI Group Inc. 1,200 46,776
United Rentals Inc.* 5,100 103,071
--------
601,091
--------
HEALTH CARE (0.99%)
- -----------------------------------------------------------------------------
Tenet Healthcare Corp.* 2,400 29,376
--------
MATERIALS & PROCESSING (17.72%)
- -----------------------------------------------------------------------------
Abitibi-Consolidated Inc. 18,300 81,984
Bowater Inc. 2,100 67,977
Ferro Corp. 3,000 59,580
SHARES VALUE
- -----------------------------------------------------------------------------
Grubb & Ellis Co.* 2,000 $ 14,000
Lyondell Chemical Co. 1,200 31,704
Olin Corp. 800 14,592
Smurfit-Stone Container Corp.* 11,200 113,904
Tembec Inc.* 9,700 26,966
York International Corp. 3,000 114,000
----------
524,707
----------
OTHER (8.03%)
- -----------------------------------------------------------------------------
Bombardier Inc. - Cl B* 27,900 59,427
iShares Russell 1000 Value
Index Fund** 1,800 119,952
Tyco International Ltd. 2,000 58,400
----------
237,779
----------
OTHER ENERGY (6.95%)
- -----------------------------------------------------------------------------
Input/Output Inc.* 9,300 58,404
Reliant Energy Inc.* 11,900 147,322
----------
205,726
----------
PRODUCER DURABLES (1.02%)
- -----------------------------------------------------------------------------
Flowserve Corp.* 1,000 30,260
----------
TECHNOLOGY (20.96%)
- -----------------------------------------------------------------------------
Arrow Electronics Inc.* 1,100 29,876
ASM International N.V.* 6,800 108,120
Avaya Inc.* 3,700 30,784
Avnet Inc.* 3,400 76,602
BearingPoint Inc.* 8,500 62,305
Hutchison Telecommunications
International Ltd. (ADR)* 2,200 32,868
Sanmina-SCI Corp.* 30,200 165,194
Solectron Corp.* 18,600 70,494
UTStarcom Inc.* 5,900 44,191
----------
620,434
- -----------------------------------------------------------------------------
TOTAL COMMON STOCK (90.17%)
(COST $2,775,412) 2,669,605
=============================================================================
CASH AND CASH EQUIVALENTS (7.98%) 236,218
- -----------------------------------------------------------------------------
OTHER ASSETS LESS LIABILITIES (1.85%) 54,847
- -----------------------------------------------------------------------------
NET ASSETS (100.00%) $2,960,670
- -----------------------------------------------------------------------------
* Non-income producing security.
**Exchange traded fund
ADR - American Depositary Receipt
The accompanying notes are an integral part of the financial statements.
6 | Constellation Institutional Portfolios 2005 Semiannual Report
FINANCIAL STATEMENTS (unaudited)
STATEMENTS OF ASSETS AND LIABILITIES
Sands Capital
Institutional JSAM Large Cap JSAM Value
Growth Portfolio Value Portfolio Portfolio
==========================================================================================================================
Assets
Investments in securities at value (cost $157,757,262,
$6,489,237 and $2,775,412, respectively) $165,989,050 $6,396,632 $2,669,605
Cash 7,321,664 1,739,264 236,218
Receivables:
Dividends and Interest 38,770 547 891
Investments sold - 2,463 -
Capital Stock sold 663,261 5,003,133 54,687
Prepaid Assets 19,688 - -
- --------------------------------------------------------------------------------------------------------------------------
Total Assets 174,032,433 13,142,039 2,961,401
- --------------------------------------------------------------------------------------------------------------------------
Liabilities
Payables:
Investments purchased 56,260 5,892,377 -
Capital Stock redeemed 771,937 774 -
Unified Management fee 101,530 175 731
- --------------------------------------------------------------------------------------------------------------------------
Total Liabilities 929,727 5,893,326 731
- --------------------------------------------------------------------------------------------------------------------------
Net Assets
Net assets applicable to 16,495,387, 751,174 and 306,667
outstanding shares, respectively $173,102,706 $7,248,713 $2,960,670
- --------------------------------------------------------------------------------------------------------------------------
Net asset value and redemption price per share
($173,102,706 / 16,495,387 shares;
$7,248,713 / 751,174 shares;
$2,960,670 / 306,667 shares) $ 10.49 $ 9.65 $ 9.65
- --------------------------------------------------------------------------------------------------------------------------
Source of Net Assets
At June 30, 2005, net assets consisted of:
Paid-in capital $165,076,049 $7,340,876 $3,066,287
Net investment income/(loss) (123,361) 401 190
Net realized gain/(loss) on investments (81,770) 41 -
Net unrealized appreciation/(depreciation) on investments 8,231,788 (92,605) (105,807)
==========================================================================================================================
Net Assets $173,102,706 $7,248,713 $2,960,670
- --------------------------------------------------------------------------------------------------------------------------
_______________________
Amounts designated as "-" are either $0 or have been rounded to $0.
The accompanying notes are an integral part of the financial statements.
Constellation Institutional Portfolios 2005 Semiannual Report | 7
FINANCIAL STATEMENTS (unaudited)
STATEMENTS OF OPERATIONS
For the period ended June 30, 2005
Sands Capital
Institutional JSAM Large Cap JSAM Value
Growth Portfolio Value Portfolio Portfolio
==========================================================================================================================
Investment Income
Dividends $ 129,077 $ 576 $ 921
- --------------------------------------------------------------------------------------------------------------------------
Total Investment Income 129,077 576 921
- --------------------------------------------------------------------------------------------------------------------------
Expenses
Unified Management fees 246,248 175 731
Blue Sky fees 3,089 - -
Miscellaneous expenses 3,101 - -
- --------------------------------------------------------------------------------------------------------------------------
Total Expenses 252,438 175 731
- --------------------------------------------------------------------------------------------------------------------------
Net Investment Income/(Loss) (123,361) 401 190
==========================================================================================================================
Realized And Unrealized Gain/(Loss) On Investments
Net realized gain/(loss) from security transactions (81,770) 41 -
Net change in unrealized appreciation/
(depreciation) of investments 8,231,788 (92,605) (105,807)
- --------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain/
(loss) on investments 8,150,018 (92,564) (105,807)
==========================================================================================================================
NET INCREASE/(DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS $ 8,026,657 $ (92,163) $ (105,617)
- --------------------------------------------------------------------------------------------------------------------------
- -------------------
Amounts designated as "-" are either $0 or have been rounded to $0.
The accompanying notes are an integral part of the financial statements.
8 | Constellation Institutional Portfolios 2005 Semiannual Report
FINANCIAL STATEMENTS (unaudited)
STATEMENTS OF CHANGES IN NET ASSETS
Sands Capital
Institutional JSAM Large Cap JSAM Value
Growth Portfolio Value Portfolio Portfolio
---------------- ---------------- ----------------
for the period for the period for the period
ended 6/30/05(1) ended 6/30/05(2) ended 6/30/05(3)
==========================================================================================================================
Operations
Net investment income/(loss) $ (123,361) $ 401 $ 190
Net realized gain/(loss) from security transactions (81,770) 41 -
Net change in unrealized appreciation/
(depreciation) of investments 8,231,788 (92,605) (105,807)
- --------------------------------------------------------------------------------------------------------------------------
Net increase/(decrease) in net assets 8,026,657 (92,163) (105,617)
- --------------------------------------------------------------------------------------------------------------------------
Dividends and Distributions to Shareholders
Distributions from net investment income - - -
Distributions from realized gains - - -
- --------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders - - -
- --------------------------------------------------------------------------------------------------------------------------
Capital Share Transactions (Dollar Activity)
Shares sold 166,576,496 7,390,600 3,114,687
Shares issued as reinvestment of distributions - - -
Shares redeemed (1,500,447) (49,724) (48,400)
- --------------------------------------------------------------------------------------------------------------------------
Increase in net assets derived
from capital share transactions (a) 165,076,049 7,340,876 3,066,287
- --------------------------------------------------------------------------------------------------------------------------
Total increase in net assets 173,102,706 7,248,713 2,960,670
- --------------------------------------------------------------------------------------------------------------------------
Net Assets
Beginning of period - - -
End of period $173,102,706 $7,248,713 $2,960,670
- --------------------------------------------------------------------------------------------------------------------------
(a) Transactions in capital stock were:
Shares sold 16,640,215 756,253 311,667
Shares issued as reinvestment of dividends - - -
Shares redeemed (144,828) (5,079) (5,000)
==========================================================================================================================
Increase in shares outstanding 16,495,387 751,174 306,667
==========================================================================================================================
- -------------------
(1) Fund commenced operations on January 21, 2005.
(2) Fund commenced operations on June 20, 2005.
(3) Fund commenced operations on June 17, 2005.
Amounts designated as "-" are either $0 or have been rounded to $0.
The accompanying notes are an integral part of the financial statements.
Constellation Institutional Portfolios 2005 Semiannual Report | 9
FINANCIAL HIGHLIGHTS (unaudited)
Sands Capital
Institutional JSAM Large Cap JSAM Value
Growth Portfolio Value Portfolio Portfolio
---------------- ---------------- ----------------
for the period for the period for the period
ended 6/30/05(1) ended 6/30/05(2) ended 6/30/05(3)
==========================================================================================================================
Net Asset Value, Beginning of Period $ 10.00 $ 10.00 $ 10.00
- --------------------------------------------------------------------------------------------------------------------------
Income from Investment Operations
Net investment income/(loss) (0.01) - -
Net realized and unrealized gain/(loss) on investments 0.50 (0.35) (0.35)
- --------------------------------------------------------------------------------------------------------------------------
Total from investment operations 0.49 (0.35) (0.35)
- --------------------------------------------------------------------------------------------------------------------------
Less Distributions:
Distributions from net investment income - - -
Distributions from capital gains - - -
- --------------------------------------------------------------------------------------------------------------------------
Total distributions - - -
- --------------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period $ 10.49 $ 9.65 $ 9.65
- --------------------------------------------------------------------------------------------------------------------------
Total Return 4.90% (3.50)% (3.50)%
Ratios/Supplemental Data
Net assets, end of period (000) $173,103 $ 7,249 $ 2,961
Ratio of expenses to average net assets: 0.80%* 0.70%* 0.80%*
Ratio of net investment income to average net assets: (0.39)%* 1.63%* 0.21%*
Portfolio turnover rate 5.87% 0.48% -%
- -------------------
(1) Fund commenced operations on January 21, 2005.
(2) Fund commenced operations on June 20, 2005.
(3) Fund commenced operations on June 17, 2005.
Amounts designated as "-" are either $0 or have been rounded to $0.
*Calculation is annualized.
The accompanying notes are an integral part of the financial statements.
10 | Constellation Institutional Portfolios 2005 Semiannual Report
NOTES TO FINANCIAL STATEMENTS (unaudited)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2005
1. ORGANIZATION
Constellation Institutional Portfolios (the "Trust"), a Delaware Business Trust,
is registered under the Investment Company Act of 1940, as amended, as an
open-end management investment company with three active portfolios. The
financial statements included herein are those of the CIP Sands Capital
Institutional Growth Portfolio, CIP JSAM Large Cap Value Portfolio and CIP JSAM
Value Portfolio (the "Funds"). The Funds commenced operations on January 21,
2005, June 20, 2005 and June 17, 2005, respectively.
The Board of Trustees has overall responsibility to manage and control the
business affairs of the Trust, including the complete and exclusive authority to
oversee and to establish policies regarding the management, conduct and
operation of the Trust's business. The Board of Trustees exercises the same
powers, authority and responsibilities on behalf of the Trust as are customarily
exercised by the board of directors of a registered investment company organized
as a corporation.
On December 4, 2004, the Trust reorganized the TIP Midcap Core Portfolio with
and into a newly formed series of the Constellation Funds (the "New TIP Mid Cap
Fund"). The New TIP Mid Cap Fund is substantially similar to the TIP Midcap Core
Portfolio. Each shareholder received a number of shares of the New TIP Mid Cap
Fund equal in dollar value to the shares of the TIP Midcap Core Portfolio owned
at the time of the reorganization.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the significant accounting policies followed by
the Funds:
Use of Estimates - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements, and the
reported amounts of income and expenses during the reported period. Actual
results could differ from those estimates.
Security Valuation - Investments in equity securities which are traded on a
national exchange, other than on the NASDAQ national market system, are
stated at the last quoted sale price if readily available for such equity
securities on each business day; other equity securities traded in the
over-the-counter market and listed equity securities for which no sale was
reported on that date are stated at the last quoted bid price. For NASDAQ
traded securities, market value is determined on the basis of the NASDAQ
official closing price (the "NOCP") instead of the last reported sale
price. Short-term debt securities with maturities of 60 days or less are
carried at amortized cost, which approximates market value. Other debt
securities are carried at fair market value as determined pursuant to
guidelines established by the Board of Trustees. Debt securities for which
market quotations are readily available are valued on the basis of the last
reported sale price, or, if no sales are reported, the mean between
representative bid and asked quotations.
Debt securities for which market quotations are not readily available may
be valued with reference to securities whose prices are more readily
obtainable and whose durations are comparable to the securities being
valued. Subject to the foregoing, securities for which market quotations
are not readily available are valued at fair value as determined in good
faith by the Board of Trustees. The Funds' Fair Value Procedures are
implemented through a Fair Value Committee (the "Committee") designated by
the Funds' Board of Trustees. Some of the more common reasons that may
necessitate that a security be valued using Fair Value Procedures include:
the security's trading has been halted or suspended; the security has been
de-listed from a national exchange; the security's primary trading market
is temporarily closed at a time when under normal conditions it would be
open; the security's primary pricing source is not able or willing to
provide a price or a significant event with respect to a security has
occurred. When a security is valued in accordance with the Fair Value
Procedures, the Committee will determine the value after taking into
consideration relevant information reasonably available to the Committee.
For the period ended June 30, 2005, there were no securities fair-valued.
Security Transactions and Related Investment Income - Security transactions
are accounted for on the date the security is purchased or sold (trade
date). Dividend income is recognized on the ex-dividend date, and interest
income is recognized on the accrual basis subject to the recognition of
certain gains and losses on mortgage and asset-backed securities. Costs
used in determining realized gains and losses on the sales of investment
securities are those of the specific securities sold.
Constellation Institutional Portfolios 2005 Semiannual Report | 11
NOTES TO FINANCIAL STATEMENTS (unaudited)
Securities purchased on a when issued or delayed-delivery basis may be
settled a month or more after the trade date. Such securities are included
in the portfolios and are subject to market fluctuations during this
period. On the date of the commitment to purchase or sell, the Funds
designate specific assets with a current value at least equal to the amount
of the commitment to be used for settling the commitment.
The Funds may enter into options on futures contracts for the purpose of
managing exposure to changing interest rates or securities prices. When the
Funds sell or purchase an option, an amount equal to the premium received
or paid by the Funds is recorded as a liability or an asset and is
subsequently adjusted to the current market value of the option written or
purchased. Premiums received or paid from purchasing options, which expire
unexercised, are treated by the Funds on the expiration date as realized
gains or losses. The difference between the premium and the amount paid or
received on effecting a closing purchase or sale transaction, including
brokerage commissions, is also treated as realized gain or loss. If an
option is exercised, the premium paid or received is added to the cost of
the purchase or proceeds from the sale in determining whether the Funds
have realized a gain or a loss on investment transactions. The Funds had no
transactions in options during the period ended June 30, 2005.
Net Asset Value Per Share - The net asset value per share is calculated
each business day. It is computed by dividing the assets of the Fund, less
its liabilities, by the number of outstanding shares of the Fund.
Repurchase Agreements - The custodian bank holds securities pledged as
collateral for repurchase agreements until the respective agreements
mature. Provisions of the repurchase agreements ensure that the market
value of the collateral, including accrued interest thereon, is not less
than 102%. In the event of default of the counterparty, if the value of the
collateral declines or if the counterparty enters an insolvency proceeding,
realization of the collateral by the Fund may be delayed or limited.
Expenses - The Funds pay a unified management fee to the Investment Manager
for providing or procuring advisory, administration and other services. The
Investment Manager is responsible for compensating any third party engaged
to provide services under its supervision and is also responsible for
payment of the fees of the Independent Trustees, custodian, independent
auditor, legal counsel (excluding costs in connection with certain
litigation or administrative actions), and the transfer and dividend
disbursing agent.
Dividends and Distributions - The Funds pay distributions of net income
quarterly. Any net realized capital gains on sales of securities are
distributed to shareholders at least annually.
3. TRANSACTIONS WITH AFFILIATES
Certain officers and Trustees of the Trust are also officers of the Investment
Manager (Constellation Investment Management Company, LP or "CIMCO"). Such
officers are paid no fees by the Trust for serving as officers and trustees of
the Trust.
Constellation Investment Distribution Company Inc., a subsidiary of CIMCO, acts
as Distributor for the Funds.
4. MANAGEMENT AGREEMENT
The Trust and CIMCO are parties to a Management Agreement under which CIMCO
receives a fee, calculated daily and paid monthly, of 0.78%, 0.70% and 0.80% per
annum of the average daily net assets of the Sands Capital Institutional Growth
Portfolio, JSAM Large Cap Value Portfolio and JSAM Value Portfolio,
respectively. Under the Management Agreement, CIMCO continuously reviews,
supervises and administers the Funds' investment programs, subject to the
supervision of and policies established by the Board of Trustees. Under the
Management Agreement, CIMCO also provides administrative services to the Trust
and pays all operating expenses on the Trust's behalf.
Sands Capital Management, L.P., a SEC registered adviser, serves as the
sub-adviser to the Sands Capital Institutional Growth Portfolio and makes
investment decisions for the Fund and also ensures compliance with the Fund's
investment policies and guidelines.
JS Asset Management, LLC ("JSAM"), a SEC registered adviser, serves as the
sub-adviser to the JSAM Value and JSAM Large Cap Value Portfolios and makes
investment decisions for the Funds and also ensures compliance with the Funds'
investment policies and guidelines.
12 | Constellation Institutional Portfolios 2005 Semiannual Report
NOTES TO FINANCIAL STATEMENTS (unaudited)
5. OTHER SERVICE PROVIDERS
PFPC Inc. ("PFPC") serves as the transfer agent and dividend-disbursing agent
for the Trust under a transfer agency agreement with the Trust and CIMCO. PFPC
also serves as the sub-administrator to the Trust. PFPC Trust Company provides
custodial services to the Trust. CIMCO compensates PFPC and PFPC Trust Company
for their services. CIMCO has incurred expenses of $25,113 for sub-administrator
service fees and other charges on behalf of the Trust for the period ended June
30, 2005.
6. INVESTMENT TRANSACTIONS
The cost of security purchases and the proceeds of security sales, other than
short-term investments, for the period ended June 30, 2005, were as follows:
PORTFOLIO PURCHASES SALES
- --------- --------- ------
Sands Capital
Institutional Growth $161,580,237 $3,741,205
JSAM Large Cap Value 6,504,611 15,415
JSAM Value 2,775,412 -
7. FEDERAL INCOME TAXES
The Funds are classified as separate taxable entities for Federal income tax
purposes. The Funds intend to continue to qualify as separate "Regulated
Investment Companies" under the Internal Revenue Code and make the requisite
distributions to shareholders that will be sufficient to relieve them from
Federal income tax and Federal excise tax. Therefore, no Federal tax provision
is required.
The amounts of distributions from ordinary income and net realized capital gains
are determined in accordance with Federal income tax regulations, which may
differ from net investment income and net realized capital gains determined
under accounting principles generally accepted in the United States of America.
These book/tax differences are either temporary or permanent in nature. To the
extent these differences are permanent, adjustments will be made to the
appropriate equity accounts in the period that the differences arise.
At June 30, 2005, cost of investments and gross unrealized appreciation and
gross unrealized depreciation were as follows:
NET
GROSS GROSS UNREALIZED
INVESTMENT UNREALIZED UNREALIZED APPRECIATION
COST APPRECIATION (DEPRECIATION) (DEPRECIATION)
---------- ------------ -------------- --------------
Sands Capital
Institutional
Growth $157,757,262 $10,150,239 $(1,918,451) $8,231,788
JSAM Large
Cap Value 6,489,237 3,483 (96,088) (92,605)
JSAM Value 2,775,412 8,153 (113,960) (105,807)
8. CONCENTRATIONS/RISKS
Each Fund may invest a high percentage of its assets in specific sectors of the
market in order to achieve a potentially greater investment return. As a result,
the Funds may be more susceptible to economic, political, and regulatory
developments in a particular sector of the market, positive or negative, and may
experience increased volatility on the Funds' net asset value and magnified
effect on the total return.
9. INDEMNIFICATION
Under the Trust's organizational documents, its officers and Trustees are
indemnified against certain liability arising out of the performance of their
duties to the Funds. In addition, in the normal course of business, the Funds
enter into contracts with their vendors and others that provide general
indemnifications. The Funds' maximum exposure under these arrangements is
unknown, as this would involve future claims that may be made against the Funds.
However, based on experience, the Funds expect the risk of loss to be remote.
PROXY VOTING INFORMATION
The Funds' Statement of Additional Information ("SAI"), which contains a
description of the policies and procedures that the Funds use to determine how
to vote proxies relating to portfolio securities, along with the Funds' proxy
voting record relating to portfolio securities held during the 12-month period
ended June 30, 2005, are available (i) without charge, upon request, by calling
1-800-304-2459; and (ii) on the SEC's website at http://www.sec.gov.
INFORMATION ON FORM N-Q
The Trust files each Fund's complete schedule of portfolio holdings with the SEC
for the first and third quarters of each fiscal year or Form N-Q within sixty
days after the end of the period. The Trust's Forms N-Q will be available on the
SEC's website at http://www.sec.gov, and may be reviewed and copied at the SEC's
Public Reference Room in Washington, DC. Information on the operation of the
Public Reference Room may be obtained by calling 1-800-SEC-0330.
Constellation Institutional Portfolios 2005 Semiannual Report |13
APPROVAL OF MANAGEMENT AND SUB-ADVISORY AGREEMENTS (unaudited)
On August 6, 2004, the Board of Trustees approved a new sub-advisory agreement
between CIMCO and Sands Capital Management with respect to the Sands Capital
Institutional Growth Portfolio (the "Sands Capital Fund"), and amended the
Management Agreement between CIMCO and the Trust to include the Sands Capital
Fund. These approvals were proposed in connection with the organization of the
Sands Capital Fund.
In connection with its approval, the Board considered information regarding
CIMCO and Sands Capital relating to: (a) the nature, quality and extent of Sands
Capital's investment management and other services; (b) Sands Capital's
investment management personnel; (c) Sands Capital's brokerage practices
(including any soft dollar arrangements) and other investment strategies; (d)
the level of Sands Capital's sub-advisory fee; (e) the Sands Capital Fund's
overall operating expenses; (f) Sands Capital's reputation, expertise and
resources; and (g) Sands Capital's performance record. The Trustees did not
consider information related to the level of Sands Capital's profitability from
its investment management-related operations, as the Sands Capital Fund was
newly formed.
At the meeting, the Trustees discussed the materials that they received before
the meeting and all other information received at the meeting, and deliberated
on the proposed arrangements in light of this information. In their
deliberations, the Trustees did not identify any single piece of information
that was all-important or controlling. With regard to factors (a), (b), (c), (f)
and (g), the Board determined that engaging Sands Capital to serve as
sub-adviser to the Sands Capital Fund was appropriate and in the best interests
of shareholders. Moreover, with respect to factors (d) and (e), in light of the
information provided to the Board, the Trustees concluded that the Sands Capital
Fund's sub-advisory fee and expense ratios were reasonable. Based on their
evaluation of the information described above, the Trustees, including all of
the non-interested Trustees, unanimously concluded: (a) that terms of the
proposed amendments to the Management Agreement and the proposed sub-advisory
agreement were fair and reasonable; and (b) that Sands Capital's fees were
reasonable in light of the services that it would provide to the Sands Capital
Fund.
14 | Constellation Institutional Portfolios 2005 Semiannual Report
APPROVAL OF MANAGEMENT AND SUB-ADVISORY AGREEMENTS (unaudited)
On April 27, 2005 the Board of Trustees held a meeting to decide, among other
things, whether to approve a new sub-advisory agreement between CIMCO and JSAM
with respect to the JSAM Large Cap Value Portfolio and the JSAM Value Portfolio
(the "JSAM Funds"), and to amend the Management Agreement between CIMCO and the
Trust to include the JSAM Funds. These approvals were proposed in connection
with the organization of the JSAM Funds.
In preparation for the meeting, the Board requested and reviewed a wide variety
of information from CIMCO and JSAM. The Board reviewed a wide variety of
information in advance of the meeting, and the Trustees used this information to
help decide whether to approve the amendments to the Management Agreement and
the proposed sub-advisory agreement. Specifically, prior to the meeting, the
Board received written materials about (a) the nature, quality and extent of
JSAM's investment management and other services; (b) JSAM's investment
management personnel; (c) JSAM's brokerage practices (including any soft dollar
arrangements) and other investment strategies; (d) the level of JSAM's
sub-advisory fees compared with the fees charged to other comparable JSAM
accounts; (e) the JSAM Funds' overall fees and operating expenses compared with
similar mutual funds; (f) JSAM's compliance systems; (g) JSAM's policies on and
compliance procedures for personal securities transactions; and (h) JSAM's
reputation, expertise and resources.
At the meeting, representatives from CIMCO and JSAM presented additional
information to the Trustees to help the Trustees evaluate the proposed advisory
and sub-advisory arrangements with respect to the JSAM Funds. The Trustees did
not consider information related to the level of JSAM's profitability from its
investment management-related operations or the JSAM Funds' performance,
because, as a new sub-adviser and new funds, there was no data on profitability
or performance to provide to the Board. The Board did, however, review and
consider the portfolio manager's track record with a prior investment advisory
firm, which included several large well-known mutual funds with similar
objectives and policies.
The Trustees discussed the materials that they received before the meeting and
all other information received at the meeting, and deliberated on the proposed
arrangements in light of this information. In their deliberations, the Trustees
did not identify any single piece of information that was all-important or
controlling. With regard to factors (a), (b), (c), (g) and (h), the Board
determined that engaging JSAM to serve as sub-adviser to the JSAM Funds was
appropriate and in the best interests of shareholders. Moreover, with respect to
factors (d) and (e), in light of the information provided to the Board, the
Trustees concluded that each JSAM Fund's sub-advisory fees and expense ratios
were reasonable as compared to those of other funds. With regard to factor (f),
JSAM's compliance systems, the Board determined that the administrative
arrangements that JSAM has in place were appropriate to address compliance,
including new fund regulations.
Based on the Board's deliberations and its evaluation of the information
described above, the Trustees, including all of the non-interested Trustees,
unanimously concluded: (a) that terms of the proposed amendments to the
Management Agreement and the proposed sub-advisory agreement were fair and
reasonable; and (b) that JSAM's fees were reasonable in light of the services
that it would provide to the JSAM Funds.
Constellation Institutional Portfolios 2005 Semiannual Report | 15
This Page Intentionally Left Blank
INVESTMENT MANAGER
Constellation Investment Management Company, LP
1205 Westlakes Drive, Suite 280
Berwyn, Pennsylvania 19312
DISTRIBUTOR
Constellation Investment Distribution Company, Inc.
1205 Westlakes Drive, Suite 280
Berwyn, Pennsylvania 19312
SUB-ADVISERS
Sands Capital Management, L.P.
1100 Wilson Boulevard, Suite 3050
Arlington, Virginia 22209
JS Asset Management, LLC
1 Tower Bridge
100 Front Street, Suite 501
West Conshohocken, Pennsylvania 19428
SUB-ADMINISTRATOR, TRANSFER AGENT AND
FUND ACCOUNTING AGENT
PFPC Inc.
760 Moore Road
King of Prussia, Pennsylvania 19406
CUSTODIAN
PFPC Trust Company
The Eastwick Center
8800 Tinicum Boulevard
Philadelphia, Pennsylvania 19153
LEGAL COUNSEL
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, Pennsylvania 19103
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
KPMG LLP
1601 Market Street
Philadelphia, Pennsylvania 19103
This report was prepared for shareholders of the Constellation Institutional
Portfolios. It may be distributed to others only if preceded or accompanied by a
Constellation Institutional Portfolios' prospectus, which contains detailed
information. All Constellation Institutional Portfolios are offered by
prospectus only.
CONSTELLATION INSTITUTIONAL PORTFOLIOS
1205 Westlakes Drive, Suite 280
Berwyn, Pennsylvania 19312
1 (800) 304 2459
www.ciptrust.com
ITEM 2. CODE OF ETHICS.
Not applicable.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. SCHEDULE OF INVESTMENTS
Schedule of Investments in securities of unaffiliated issuers as of the close of
the reporting period is included as part of the report to shareholders filed
under Item 1 of this form.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which the shareholders
may recommend nominees to the registrant's board of directors, where those
changes were implemented after the registrant last provided disclosure in
response to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14A (17 CFR
240.14a-101), or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive and principal financial officers,
or persons performing similar functions, have concluded that the
registrant's disclosure controls and procedures (as defined in Rule
30a-3(c) under the Investment Company Act of 1940, as amended (the
"1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within
90 days of the filing date of the report that includes the disclosure
required by this paragraph, based on their evaluation of these
controls and procedures required by Rule 30a-3(b) under the 1940 Act
(17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the
Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or
240.15d-15(b)).
(b) There were no changes in the registrant's internal control over
financial reporting (as defined in Rule 30a-3(d) under the 1940 Act
(17 CFR 270.30a-3(d)) that occurred during the registrant's second
fiscal quarter of the period covered by this report that has
materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting.
ITEM 12. EXHIBITS.
(a)(1) Not applicable.
(a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and
Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.
(a)(3) Not applicable.
(b) Certifications pursuant to Rule 30a-2(b) under the 1940 Act and
Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(registrant) Constellation Institutional Portfolios
--------------------------------------------------------------------
By (Signature and Title)* /s/ John H. Grady
--------------------------------------------------------
John H. Grady, President
(principal executive officer)
Date September 8, 2005
----------------------------------------------------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ John H. Grady
--------------------------------------------------------
John H. Grady, President
(principal executive officer)
Date September 8, 2005
----------------------------------------------------------------------------
By (Signature and Title)* /s/ John H. Leven
- --------------------------------------------------------------------------------
John H. Leven, Chief Financial Officer
(principal financial officer)
Date September 8, 2005
----------------------------------------------------------------------------
* Print the name and title of each signing officer under his or her signature.