POINTSTATE CAPITAL LP
- Advisory Business
- Fees and Compensation
- Performance-Based Fees
- Types of Clients
- Methods of Analysis
- Disciplinary Information
- Other Activities
- Code of Ethics
- Brokerage Practices
- Review of Accounts
- Client Referrals
- Custody
- Investment Discretion
- Voting Client Securities
- Financial Information
ADVISORY BUSINESS
A. General Description of Advisory Firm. PointState Capital LP, a Delaware, United States of America, limited partnership, commenced providing advisory services in January 2011 and is currently headquartered in New York, New York. PointState Capital GP LLC, a Delaware, United States of America, limited liability company (“PCGP”) is the general partner of PointState Capital LP. Zachary J. Schreiber is the Chairman, Chief Executive Officer and Chief Investment Officer of PointState Capital LP, the managing member of PCGP and of the General Partner Entities (as defined below) and a principal owner of PointState Capital LP. The principal owners of PointState Capital LP are Mr. Schreiber and Joshua D. Samuelson, its President. B. Description of Advisory Services. 1. Advisory Services. PointState Capital LP and its “Relying Adviser”, PointState Argentum LLC (collectively, “PointState”), serve as investment managers with discretionary trading authority to private investment funds, the securities of or interests in which are generally offered to investors on a private placement basis. PointState provides investment management services to private investment funds (each a “PointState Fund” and collectively the “PointState Funds”), the interests in which are privately offered to individuals and entities that are “accredited investors”, and, in the case of certain PointState Funds, “qualified eligible persons” and “qualified purchasers” under the federal securities and commodities laws. As at the date of this Brochure, PointState does not provide investment or management services to registered investment companies or directly to individuals. The PointState Funds include (1) PointState Fund LP, a Delaware, United States of America, limited partnership (the “Domestic Fund”), (2) SteelMill Fund Ltd, a Cayman Islands exempted company (the “Offshore Fund”, which, together with the Domestic Fund, invests substantially all of its capital through SteelMill Master Fund LP, a Cayman Islands exempted limited partnership managed by PointState (the “Master Fund”), and, together with the Domestic Fund, the Offshore Fund and the Master Fund, the “Funds”), (3) PointBridge Fund LP, a Delaware, United States of America, limited partnership (“PointBridge Onshore”), (4) PointBridge Fund Ltd, a Cayman Islands exempted company (“PointBridge Offshore”), which, together with PointBridge Onshore, invests all of its investable capital through PointBridge Master Fund LP, a Cayman Islands exempted limited partnership managed by PointState (“PointBridge Master Fund” and, together with PointBridge Onshore and PointBridge Offshore, the “PointBridge Funds”); (5) PointArgentum Fund LP, a Delaware, United States of America, limited partnership (“PointArgentum Onshore”); and (6) PointArgentum Fund Ltd, a Cayman Islands exempted company (“PointArgentum Offshore”), which, together with PointArgentum Onshore, invests substantially all of its investable capital primarily through PointArgentum Master Fund LP, a Cayman Islands exempted limited partnership managed by PointState (“PointArgentum Master Fund” and, together with PointArgentum Onshore and PointArgentum Offshore, the “PointArgentum Funds”) and other subsidiaries and/or trading vehicles. A Confidential Private Placement Memorandum (an “Offering Memorandum”) has been prepared for each PointState Fund (excluding each of the “Master Funds”)and provides information to prospective investors about such PointState Fund’s objectives, strategies, risks, structure, costs, withdrawal terms and other matters of importance to investors. Each of the PointState Funds may invest through other entities, which may be managed by PointState or any of its affiliates, or by such other managers as PointState determines from time to time. Furthermore, each of the PointState Funds may co-invest with third parties through joint ventures or other entities. Affiliates of PointState serve as the general partner of each PointState Funds (each such affiliate, a “General Partner Entity” and all such affiliates, the “General Partner Entities”). As used in this Brochure, the term “client” generally refers to each of the PointState Funds. As a general matter, this Brochure includes information about PointState and its relationships with its clients and affiliates. While much of this Brochure applies to all such clients and affiliates, certain information included herein applies only to specific clients or affiliates. 2. Investment Strategies and Types of Investments. The Funds pursue multiple investment strategies, including, but not limited to: long/short equities, global macro, investing in commodity and commodity-related industries, high yield and distressed credit, event-driven/special situations investing, and relative value investing. The PointBridge Funds pursue multiple investment strategies, including, but not limited to: macro, long/short equities, high yield and distressed credit, event-driven/special situations investing and relative value investing, while exposing themselves primarily to (i) Latin American public, private or governmental issuers and (ii) energy-producing regions of the world. The PointBridge Funds consist of two classes of shares/interests: (i) one of which invests principally in Argentine Financial Instruments (as defined in Item 8 (Methods of Analysis, Investment Strategies and Risk of Loss) below) (including without limitation, sovereign and provincial debt issued by the Republic of Argentina, denominated in Argentinian pesos, U.S. dollars or foreign currencies and governed by the laws of the Republic of Argentina and its provinces, the U.S. or other foreign jurisdictions) and may also invest in other Financial Instruments (as defined below) issued by issuers within the U.S. and in other foreign jurisdictions, and (ii) the other of which invests in Financial Instruments designed to provide short/long exposure to certain “paired” currencies. The PointArgentum Funds pursue multiple investment strategies, including, but not limited to: macro, long/short equities, high yield and distressed credit, event-driven/special situations investing, relative value investing and private investments. The PointArgentum Funds invest principally in Argentine Financial Instruments and may also invest in other Financial Instruments issued by issuers in other jurisdictions. Please see Item 8 (Methods of Analysis, Investment Strategies and Risk of Loss) below for a more detailed description of the investment strategies pursued and types of investments made by the PointState Funds. The descriptions set forth in this Brochure of specific advisory services that PointState offers to clients, and investment strategies pursued and investments made by PointState on behalf of its clients, should not be understood to limit in any way PointState’s investment activities. PointState may offer any advisory services, engage in any investment strategy and make any investment, even if not described in this Brochure, that PointState considers appropriate, subject to each client’s investment objectives and guidelines. Not all of the strategies described in this Brochure may be used at the same time or in the same proportions and PointState may add, suspend, eliminate or modify investment strategies at its discretion. The investment strategies PointState pursues are speculative and entail substantial risks. Investors should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved. C. Availability of Customized Services for Individual Clients. As a general matter, PointState does not tailor its advisory services to the needs of individual investors; rather, PointState’s investment decisions and advice with respect to each PointState Fund are subject to each PointState Fund’s investment objectives and guidelines, as set forth in such PointState Fund’s Offering Memorandum and/or organizational documents. D. Wrap Fee Programs. PointState currently does not participate in any wrap fee programs. E. Assets Under Management. As of December 31, 2018, PointState had approximately $10,745,863,000 of regulatory assets under management on a discretionary basis. As of December 31, 2018, PointState does not manage any assets on a non-discretionary basis. Additional information about PointState’s business, history, organization and other matters addressed in Item 4 (Advisory Business) can be found in the Offering Memorandum and/or organizational documents of the relevant PointState Fund. This Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities. The securities of the PointState Funds are offered and sold on a private placement basis under exemptions from registration promulgated under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and other exemptions of similar import under U.S. state securities laws and the securities laws of other jurisdictions where any offering may be made. Any such offer or solicitation will be made only by means of a confidential offering memorandum and related subscription materials. please register to get more info
FEES AND COMPENSATION
A. Advisory Fees and Compensation. The fees applicable to each PointState Fund are set forth in detail in such PointState Fund’s Offering Memorandum and/or organizational documents. A brief summary of such fees is provided below. Management Fees Generally, each PointState Fund pays PointState a monthly management fee, payable in arrears, at an annual rate of between 0.5% and 2.0% of their respective net asset values or, in the case of the PointArgentum Funds, of the capital contributions made by each investor which have not yet been returned to that investor (for this purpose, distributions will be deemed to have been made first from profits and/or appreciation and thereafter from capital contributions), as of the last day of such month (before any accrual for performance-based profit allocation). The management fee for the PointArgentum Funds successively reduces to zero over the 24-month period following the end of the “investment period” applicable to the PointArgentum Funds (which occurred on March 31, 2018) (the “Investment Period”). The management fee for each PointState Fund is generally prorated for any partial periods. Performance-based Fees In addition to the management fee described above, each PointState Fund is subject to a performance-based profit allocation or fee. Generally, at the end of each fiscal year of the Funds, the applicable General Partner Entity is entitled to a performance-based profit allocation in an amount equal to 20% of the net capital appreciation (which includes both realized gains and losses and unrealized appreciation and depreciation of Financial Instruments held in the applicable Fund’s portfolio) allocated to a capital account for such fiscal year after deducting the management fee debited to such capital account for such fiscal year, subject to a loss carry forward mechanism. The PointBridge Funds are subject to similar performance-based profit allocations, which vary materially only in terms of the rate (including staggered rate) or frequency of such allocations. The PointArgentum Funds’ performance-based profit allocation (the “Carried Interest”) is subject to a “hurdle” mechanism (the “Hurdle”), under which the applicable General Partner Entity will not be entitled to any Carried Interest until investors have received (i) their capital contribution, (ii) 4% of any portion of their capital contribution that was returned prior to the end of the Investment Period and (iii) 8% (compounding annually) on any portion of their capital contribution that was returned after the end of the Investment Period. Once these amounts are returned, the applicable General Partner Entity will be entitled to a “catch-up” to 20% of total profits and 20% of any additional profits thereafter. PointState generally does not negotiate the management fees or performance-based compensation with investors in the PointState Funds; however, in the sole discretion of PointState (with respect to the management fees payable by the Funds), the applicable General Partner Entity (with respect to the performance allocation for the Domestic Fund, the Master Fund, PointBridge Onshore, PointBridge Master Fund, PointArgentum Onshore and PointArgentum Master Fund) and the applicable board of directors (with respect to the performance fee payable by the Offshore Fund, PointBridge Offshore and PointArgentum Offshore), the management fees and the performance-based compensation may be, and in some circumstances have been, waived, reduced or calculated differently with respect to certain investors, including investors that are affiliates, partners or employees (including former employees) of PointState. B. Payment of Fees and Incentive Compensation. Management fees and incentive compensation payable or allocable to PointState and its affiliates are generally deducted or allocated, as the case may be, directly from the assets of the applicable PointState Fund, and correspondingly from the capital accounts or net asset value of shares to which they pertain. Further information about the nature and timing of such compensation is provided in Section A (Advisory Fees and Compensation) above. C. Additional Fees and Expenses. While not all of the clients bear all of the expenses set forth below, to the extent permitted under the applicable Offering Memorandum and/or organizational documents, each client generally bears its own expenses, and, if applicable, its proportionate share of its respective master fund’s expenses. Expenses that the clients may bear include, but are not limited to, the following: the management fee; investment expenses (e.g., expenses that, in PointState’s discretion, are related to the investment of the client’s assets, whether or not such investments are consummated, such as brokerage commissions, expenses relating to short sales, clearing and settlement charges, custodial fees, bank service fees and interest expense); professional fees (including expenses of consultants, investment bankers, attorneys, accountants and other experts) relating to investments; research and market data (including quotation and market data services (e.g., Bloomberg, Reuters)); market data costs incurred by the middle-office and back- office service provider and specifically identified as applicable to the investment of the client’s assets; administrative expenses (including fees and expenses of an administrator, if any, and administration expenses other than expenses relating to middle-office and back-office services which will be borne by PointState); expenses relating to the client’s registered office and corporate services provider; legal expenses (which include, without limitation, responding to formal and informal inquiries, audit, examination, proceeding or claim expenses on behalf of or for the benefit of the client or in connection with its business); external accounting and valuation expenses; audit expenses and tax preparation expenses; remuneration of and insurance for members of the board of directors of the client, if applicable; costs of printing and mailing reports and notices; taxes; corporate licensing; regulatory expenses (including filing fees and expenses relating to filings made in connection with the clients’ holdings or activities); organizational expenses; expenses incurred in connection with the offering and sale of the shares or interests in the client and other similar expenses related to the client; indemnification expenses; expenses incurred in connection with the organization and conduct of meetings of investors and a client’s board of directors, if applicable; and extraordinary expenses. For the avoidance of doubt, “similar expenses” refers to any expenses that are similar in type and nature to the expenses described in the previous paragraph, and is intended, given the dynamic ongoing nature of the business of the client, to cover any expenses determined by PointState to be primarily related to the categories listed above but not specifically enumerated. PointState considers that such similar expenses include, but are not limited to: (i) expenses relating to the formation, maintenance and winding up of the client, special purpose vehicles and/or trading vehicles formed to facilitate the client’s investments and/or co-investment vehicles (including fees, costs and expenses incurred in connection with establishing co-investment vehicles in connection with proposed investments that are not consummated, to the extent not borne by such vehicles), any and all other expenses paid by the client with respect to potential co- investments that are not consummated (including any portion of such expenses that is not borne by co- investors), broken deal expenses, initial and variation margin, loan fees, private placement fees, appraisal fees, commitment fees and other transactional charges, fees or costs (all of which PointState considers investment expenses); (ii) all costs associated with the development and maintenance of portfolio management systems used to monitor and analyze portfolio risk, exposure and performance (all of which PointState considers investment expenses) (iii) expenses relating to research generated through the use of third-party consultants, lobbyists and similar service providers, news and quotation equipment and services, portfolio risk management services and market information systems and computer software and information expenses (all of which PointState considers research and market data expenses); (iv) external accounting and valuation expenses, including expenses incurred by certain non-investment personnel, as determined appropriate by PointState; (v) expenses related to the maintenance of the client’s registered office (which PointState considers administrative expenses); (vi) any judgments or settlements paid in connection with any formal and informal inquiries, audit, examination, proceeding or claim expenses on behalf of or for the benefit of the client or in connection with its business (which PointState considers legal expenses); (vii) expenses relating to Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, any Treasury regulations promulgated thereunder or official administrative interpretations thereof and preparation costs of financial statements, tax returns and reports to investors and Schedule K-1s (which PointState considers audit and tax preparation expenses); (viii) entity-level taxes and governmental fees or other charges payable by or with respect to or levied against the client, its investments, or to Federal, state or other governmental agencies, U.S. or non-U.S., including real estate, stamp or other transfer taxes (all of which PointState considers tax expenses); (ix) expenses related to the preparation and filing of Form PF and other similar regulatory filings related to the client, PointState, any sub-advisor and any consultant and other blue sky, AIFMD (as defined below) and corporate filing fees and expenses (except for expenses relating to any compliance costs associated with registration as an investment adviser in the U.S., the preparation of Form ADV and membership with the National Futures Association (“NFA”)) (all of which PointState considers regulatory expenses); (x) expenses related to the offering and sale of shares or interests in the client in compliance with the Directive 2011/61/EU of the European Parliament and the Council of 8 June 2011 on Alternative Investment Fund Managers (“AIFMD”) (which PointState considers offering expenses); (xi) directors’ and officers’ liability or other similar insurance policies, errors and omissions insurance and other similar policies for the benefit of the client and all other costs and expenses arising out of client’s indemnification obligations (which PointState considers indemnification expenses); and (xii) any and all fees, costs and expenses incurred in connection with any amendments, modifications, revisions or restatements to the constituent documents of the client, PointState, any special purpose entity and/or any co-investment vehicle and wind-up and liquidation expenses (all of which PointState considers organizational expenses and/or legal expenses).
Any description in the Offering Memorandum and/or organizational documents of the expenses that the PointState Funds may bear, as well as the description above, is not an exhaustive description. From time to time PointState will need to make certain determinations regarding whether certain expenses are a PointState Fund’s “own” expenses and therefore are to be borne by such PointState Fund. These determinations will necessarily be subjective and may give rise to conflicts between the interests of the investors in the applicable PointState Fund and the interests of PointState, the General Partner Entities, their respective affiliates and subsidiaries and any of their respective members, officers, directors, partners or employees (collectively, the “PointState Group”), who might otherwise bear such expenses. PointState may, in its sole discretion, allocate certain expenses among the PointState Funds and any Other Accounts (as defined below) to which such expenses relate in any manner it determines is fair and reasonable. From time to time, PointState may decide to absorb certain expenses that may have been properly borne by a client. Any such decision will not bind PointState to continue doing so in the future. Further information about the brokerage practices and costs is provided in Item 12 (Brokerage Practices) below. Specific expenses applicable to each client are set forth in such client’s Offering Memorandum and/or organizational documents. D. Prepayment of Fees. The PointState Funds do not pay fees in advance. See Section A (Advisory Fees and Compensation) above for a description of the payment terms of the fees for the PointState Funds. E. Additional Compensation and Conflicts of Interest. Neither PointState nor any of its supervised persons accepts compensation (e.g., brokerage commissions) for the sale of Financial Instruments or other investment products. please register to get more info
PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT
As described in Item 5 (Fees and Compensation) above, PointState’s clients allocate, pay and/or distribute (as applicable) a performance-based profit allocation, incentive fee or carried interest to PointState or its affiliates. Side-by-side management of PointState’s clients may create conflicts of interest such that in certain circumstances, PointState may have an incentive to favor one client over another with regard to allocation of investment opportunities. “Proprietary” capital (investments by members of the PointState Group) will not necessarily be allocated to all PointState Funds, will not necessarily be allocated based on the respective net asset values of such funds, may be more concentrated in certain of such funds, and may be “shifted” among such funds from time to time without providing any notice to investors. Such investments may create an incentive for the PointState Group to favor certain PointState Funds over others. To mitigate such conflicts, PointState has adopted aggregation and allocation policies and procedures to provide for fair and equitable allocation of investments and trades among the PointState Funds. PointState has discretion in making allocation decisions among the PointState Funds and takes into account such factors that it determines, in its sole discretion, to be relevant, which include but are not limited to the PointState Funds’ different investment strategies, structures, terms of offerings and other relevant investment factors consistent with PointState’s business model. As a general rule, allocations among PointState Funds with the same or similar investment objective are made pro rata based upon the size of each eligible PointState Fund. As described in Item 5 (Fees and Compensation) above, the applicable General Partner Entity (with respect to the performance allocation payable by the Domestic Fund, the Master Fund, PointBridge Onshore, PointBridge Master Fund, PointArgentum Onshore and PointArgentum Master Fund) and the applicable board of directors (with respect to the performance fee payable by the Offshore Fund, PointBridge Offshore and PointArgentum Offshore) may elect to reduce, waive or calculate differently the performance-based compensation with respect to certain investors, including investors that are affiliates, partners, or employees (including former employees) of PointState. In cases where a client’s investors consist solely of employees or former employees of PointState or the other PointState Funds, the entire performance allocation for such client may be waived. The performance-based compensation may create an incentive for PointState or its affiliates to make investments that are riskier or more speculative than would be the case if such compensation arrangement were not in effect. With respect to certain clients, the performance-based compensation is calculated by taking into account unrealized gains. Since the performance-based compensation for certain clients (other than the PointArgentum Funds) is determined in relation to the net asset value of such clients (such net asset value to be determined by such client’s administrator), PointState may be biased when reviewing valuations of the net asset value of such clients. PointState reviews such valuations in accordance with its valuation policy. In addition, the PointState Group may be subject to a conflict of interest relating to the varying compensation arrangements (including fee rates) among the PointState Funds. These and other differences could cause one or more PointState Funds to be less profitable to the PointState Group than other clients, and therefore could incentivize the PointState Group to favor one client over another. Furthermore, the PointState Funds have and may in the future co-invest with third parties through joint ventures or other entities. The PointState Group may (or may not), in its discretion, charge carried interest, incentive allocation, management fees, transaction fees or other similar fees to co-investors and the PointState Group may make an investment, or otherwise participate, in any vehicle formed to structure a co-investment to facilitate, among other things, receipt of such carried interest, incentive allocation, management fees, transaction fees or other similar fees. In those circumstances where the co-investors involve a management group, such co-investors may enter into compensation arrangements relating to such investments, including incentive compensation arrangements. Such compensation arrangements will reduce the returns to participants in the investments and create potential conflicts of interest between such parties and the PointState Funds. Based on the compensation structure or composition of investors participating in such co-investment opportunities, the PointState Group may be biased when determining the capacity of the PointState Funds with respect to certain investments. please register to get more info
TYPES OF CLIENTS
PointState provides discretionary investment advisory services, including, but not limited to, managing and directing the investment and reinvestment of assets for private investment funds, and has provided these services to a discretionary separately managed account. PointState reserves the right to provide investment advisory services to other types of clients. For instance, PointState may elect to establish discretionary separately managed accounts, single-investor funds or co-investment vehicles, one or more of which may use trading and/or investment strategies different than the existing PointState Funds and/or be subject to different terms and arrangements (including fees, liquidity rights and transparency rights) than the existing PointState Funds. Investors in the PointState Funds consist primarily of charitable foundations, institutions, endowments, funds of funds, private or family-owned investment entities, trusts and high net-worth individuals. In order to invest, investors in the PointState Funds must meet certain qualification requirements under applicable federal securities and commodities laws as set forth in each PointState Fund’s Offering Memorandum and/or constituent documents. The minimum investment in the PointState Funds varies from fund to fund and ranges from no minimum investment to $1,000,000. Minimum investment amounts are waived by the PointState Funds in certain circumstances and are generally not applied to certain investors who are PointState employees, affiliates, family members and similar parties. Additional information about qualifications for investment in the PointState Funds addressed in Item 7 (Types of Clients) can be found in the Offering Memorandum and constituent documents of the relevant PointState Fund. please register to get more info
METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS
A. Methods of Analysis and Investment Strategies. The descriptions set forth in this Brochure of specific advisory services that PointState offers to clients and investment strategies pursued and investments made by PointState on behalf of its clients, should not be understood to limit in any way PointState’s investment activities. PointState may offer any advisory services, engage in any investment strategy and make any investment, including an investment not described in this Brochure, that PointState considers appropriate, subject to each client’s investment objectives and guidelines. Not all of the strategies described in this Brochure may be used at the same time or in the same proportions and PointState may add, suspend, eliminate or modify investment strategies at its discretion. The investment strategies PointState pursues are speculative and entail substantial risks. Investors should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved. 1. Investment Strategy of the Funds. The Funds’ principal investment objective is to achieve superior capital appreciation. The Funds attempt to achieve their investment objectives by pursuing multiple investment strategies including, but not limited to: long/short equities, global macro, investing in commodity and commodity-related industries, high yield and distressed credit, event-driven/special situations investing, and relative value investing. In carrying out their investment programs, the Funds generally invest globally in interests commonly referred to as securities, other financial instruments of U.S. and non-U.S. entities and other assets, whether traded on an organized exchange, through “pink sheets,” over-the-counter or otherwise, including capital stock; shares of beneficial interest; partnership interests and similar financial instruments; interests in real estate and real estate-related assets; bonds, notes and debentures (whether subordinated, convertible or otherwise); currencies; commodities; physical and intangible assets; interest rate, currency, commodity, equity and other derivative products, including (i) futures contracts (and options thereon) relating to stock indices, currencies, U.S. government securities and securities of non-U.S. governments, other financial instruments and all other commodities; (ii) swaps, options, swaptions, warrants, caps, collars, floors and forward rate agreements; (iii) spot and forward currency transactions; and (iv) agreements relating to or securing such transactions; mortgage-backed obligations issued or collateralized by U.S. federal agencies (including fixed rate pass-throughs, adjustable rate mortgages, collateralized mortgage obligations, stripped mortgage-backed securities and REMICs); repurchase and reverse repurchase agreements; equipment lease certificates; equipment trust certificates; loans; structured finance instruments; accounts and notes receivable and payable held by trade or other creditors; trade acceptances; contract and other claims; executory contracts; participations; mutual funds, exchange traded funds and similar financial instruments; money market funds; portfolio funds; obligations of the U.S. or any non-U.S. government, or any country, state, governmental agency or political subdivision thereof; commercial paper; certificates of deposit; bankers’ acceptances; choses in action; trust receipts and any other obligations and instruments or evidences of indebtedness of whatever kind or nature that exist now or are hereafter created; in each case, of any natural person, partnership, limited liability company, corporation, unincorporated association, joint venture, trust, state or any other entity or any governmental agency or political subdivision thereof, whether or not publicly-traded or readily marketable, (collectively, “Financial Instruments”). Certain of the Financial Instruments in which the Funds may invest may be unlisted, thinly-traded, illiquid and/or privately-placed. The Funds may co-invest through third parties, through joint ventures or otherwise. PointState may allocate up to 10% of the Funds’ assets to other money managers (each, a “Money Manager”) not affiliated or associated with PointState (determined as of the time of such allocation). PointState, and not the Funds, will pay the fees of any other Money Manager, or waive the fees owed to it by a corresponding amount. Any excess funds will generally be invested in money market instruments or such other liquid investments deemed appropriate by PointState. Any income earned from such investments will be reinvested by the Funds in accordance with their investment program. The Funds regularly use a high degree of leverage including, without limitation, derivative instruments with inherent leverage, trading on margin and repurchase agreements. In addition, some of the Financial Instruments held by the Funds may themselves have leverage embedded in them. There is no restriction on the amount of leverage that the Funds may utilize.
Notwithstanding anything to the contrary in this Brochure, there are no limitations on the
strategies that the Funds may pursue or the markets or types of instruments in which the Funds may
invest. The Funds are not subject to formal diversification or concentration limits, nor to any
limitations on position size or leverage, other than certain position limits that may be imposed by
regulatory agencies that are generally applicable to market participants. The Funds may pursue
investment strategies not described in this Brochure to the extent PointState, in its sole discretion,
considers appropriate. Certain of the strategies that PointState may pursue to achieve the Funds’ investment objectives are described below. Not all of these strategies are necessarily pursued at the same time or in the same proportions. Over time, PointState may develop and implement additional investment strategies. PointState may add, suspend, eliminate or modify investment strategies at its discretion and may reallocate the Funds’ assets among different investment strategies at any time. As of the date of this Brochure, PointState pursues, or expects to pursue, a combination of one or more of the strategies listed below. The following describes the characteristics of each identified strategy on a stand-alone basis, but should be read with the understanding that PointState endeavors to pursue its strategies in an integrated and coordinated fashion. For example, while opportunities relating to individual companies or sectors are most often expressed through long or short exposure to equities or corporate debt, the analysis performed in connection with such investments may also inform PointState’s global macro investment strategy. Likewise, the global macro research and investment process often inform PointState’s views and analysis on particular companies and sectors. In accordance with the above, PointState has broad and unfettered investment discretion and may pursue trades in any type of Financial Instrument, issuer or group of related issuers that it believes will further the Funds’ investment objectives.
(a) Long/Short Equities.
The Funds invest globally in long and short public equity securities of companies engaged in industries including, but not limited to, healthcare, industrials, consumer/retail, technology, media, telecommunication, real estate and financial services, as well as equity derivative instruments that create exposure to any (or all) of the foregoing. When evaluating long and short equity investments PointState utilizes a fundamental analysis of each company with a subjective overlay as to the relative strength of its management, products, balance sheet and growth prospects versus its immediate competition. PointState also seeks to determine, on a timely basis, catalytic events that differentiate one company from its peer group with respect to its profitability and market valuation. PointState further incorporates determinations regarding political, regulatory and economic risks associated with a company’s industry and applicable local markets to arrive at an investment decision. PointState’s long/short strategies include relative value and event- driven / special situation investments. (See “Material, Significant or Unusual Risks Related to Investment Strategies” below.) PointState intends dynamically to size and scale its long and short equity investments based on its continuing fundamental analysis, current level of conviction, the likely timing of realization, and current market conditions applicable to each industry and specific underlying investment.
(b) Global Macro.
Global macro investing consists of trading in global fixed income, currency and equity markets in order to exploit fundamental, economic, financial and political imbalances that may exist in and between markets throughout the world. PointState believes that imbalances in financial markets are created from time to time by the influence of economic, political, regulatory, capital flow and sentiment factors. PointState also incorporates liquidity, technical and valuation analyses into its global macro investment decisions. PointState intends dynamically to size and scale its global macro investments based on its continuing fundamental and technical analysis, current level of conviction, the likely timing of realization and current market conditions applicable to each economy, market segment, asset class and individual investment. As explained below, components of the global macro strategy include global fixed income, currencies, indices, liquidity, technical and valuation analyses. Global Fixed Income In analyzing an investment in bonds and other fixed-income instruments, PointState studies the economic outlook in the particular market and country, the anticipated policies of the relevant central banking authority, inflation expectations, yield curve shape and the level of real interest rates. Macro fixed- income investing is generally more aggressive than that of equity investing because of the lower margin requirements for bonds and other fixed income instruments and the generally superior liquidity of such markets. In connection with fixed-income investments, PointState enters into repurchase or reverse repurchase agreements, as appropriate. PointState establishes long or short positions in fixed-income instruments or related derivatives having maturities that may range from one month to thirty years and beyond. At times, the Funds have had and may in the future have solely long or short positions which have a specific maturity, such as one month, one year, thirty years, etc., while at other times the Funds have had and may in the future have long or short positions in instruments of various maturities. Currencies Foreign currency trading is utilized both to exploit currency trends and to manage the currency risk associated with positions in foreign investments. When attempting to exploit currency trends, PointState may seek to purchase currencies of countries where interest rates are anticipated to rise and fiscal policy is anticipated to expand. PointState may seek to sell currencies where monetary policy is anticipated to ease and fiscal policy is anticipated to contract. Currency investing primarily involves the study of divergent monetary and fiscal policies in two countries and their expected impacts on interest rate differentials in such countries. This process includes an analysis of the economic outlook and future central bank and fiscal policy in those countries. PointState may also consider other factors that affect capital flows such as political developments, trade, foreign direct investment, purchasing power parity and relative valuation of various financial markets. Stock Market Indices PointState has invested and may in the future invest the Funds’ assets in exchange traded funds (“ETFs”) of various stock indices and in derivative investments that include purchasing and selling futures contracts and related options on stock indices. In comparison to equities, ETFs and equity index derivatives provide greater leverage for the same amount of capital and may offer better liquidity. Liquidity, Technical and Valuation Analyses PointState also incorporates liquidity, technical and valuation analyses into its global macro investment decisions. Liquidity analysis involves the availability of capital and the expected capital flow to financial markets. Technical analysis is the study of supply and demand for global fixed income, commodity, currency and equity markets. Valuation analysis includes, but is not limited to, the study of historical equity market valuations as measured by dividend yields and price-to-book and price-to-earnings ratios.
(c) Commodities and Commodity-Related Industries.
A primary focus of the Funds includes investment activities in publicly-traded equity and debt securities of companies relating to the commodity and commodity-related industries, which include, but are not limited to, energy, power, materials, agriculture, metals, industrials, transportation and associated markets, as well as derivative instruments that create exposure to any (or all) of the foregoing. The Funds commodity-related investing also includes cash commodities and futures, forward, option and swap contracts as described further below. PointState intends dynamically to size and scale its commodity and commodity-related investments based on its continuing fundamental analysis, current level of conviction, the likely timing of realization and current market conditions applicable to each commodity segment, related sub-industry and specific underlying investment. Commodities When evaluating commodity and commodity-related investments PointState undertakes a fundamental analysis that considers the multiple variables that determine the end price of a commodity, including, but not limited to, (i) the available supply or projection of forward supply of the commodity via primary production, inventory and incentive pricing, (ii) the cost or marginal cost of extracting or harvesting, transporting, processing and distributing such commodity, (iii) the current and projected demand for the commodity based on relative and absolute price levels and global economic factors and (iv) technical and macroeconomic influences. Based on factors including, but not limited to, liquidity, portfolio concentration and potential return relative to accompanying risk profile, PointState attempts to determine the most efficient way to implement its investment thesis and to manage risk in respect of a particular commodity or commodity-related investment. PointState may, therefore, utilize the conclusions of its analysis to invest directly in the commodity itself via cash commodities, swaps, futures and options, to invest in the Financial Instruments related to companies whose businesses relate to such commodity, or to invest in other Financial Instruments or derivative instruments whose prices are influenced by or related to movements in the commodity. Commodity-Related Equities When evaluating equity investments in commodity-related industries, PointState utilizes a fundamental analysis of the relevant issuer(s) with a subjective overlay as to the relative strength of its management, assets, balance sheet and growth prospects versus its immediate competition. PointState also seeks to determine, on a timely basis, catalytic events that differentiate one company from its peer group with respect to its profitability and market valuation. PointState further incorporates determinations regarding political, regulatory and economic risks associated with applicable local markets to arrive at an investment decision.
Issuers in commodity-related industries often share the common characteristic that their products generally cannot be differentiated or tiered within their industry group, and those products, in turn, must be sold at similar prices in global markets, allowing for local variables such as delivery costs. Accordingly, the market prices of Financial Instruments related to these companies are highly influenced by the price of the commodity or product they supply. Relative valuations of these companies over the medium to long term are driven primarily by their relative efficiencies in supplying, processing and distributing commodities. In low commodity price environments, higher-cost producers are generally less profitable, have lower returns on equity and ultimately are marginalized. However, in high commodity price environments higher-cost producers may benefit disproportionately from higher price leverage. In low and stable commodity price environments, lower-cost producers are generally more profitable, have higher returns on equity and often are able to add capacity at attractive prices and acquire market share.
(d) High Yield and Distressed Credit.
The Funds invest in high yield bonds and bank loans (secondary loan investing), investment grade credits and sovereign credits that trade at high yield or distressed levels, trade claims, equity securities and other indebtedness of financially distressed and/or highly leveraged companies and other entities. The Funds may also from time to time originate or engage in select direct lending and/or make direct investments that may include, without limitation, production payment transactions and other similar arrangements. Companies and securities that PointState considers “distressed” typically include those that are distressed, stressed and out-of-favor such as: those facing operating difficulties; those undergoing or considered likely to undergo reorganization under the U.S. federal bankruptcy law or similar laws in other countries; those which may or have been engaged in other extraordinary transactions, such as debt restructuring, reorganization and liquidation outside of bankruptcy; those facing a broad range of liquidity and other financial issues; and those with limited Wall Street research coverage or otherwise not presently recommended by such analysts.
(e) Event-Driven/Special Situations
The Funds invest in loans and securities of companies involved in reorganizations, mergers, acquisitions, bankruptcies, binary biotechnology events or other extraordinary corporate events/transactions, with the intention of capturing a spread between the current value of the securities and their value upon consummation of the event within a specified period of time. The Funds also make special situation or relative value investments, seeking to exploit fundamental valuation discrepancies caused by market dislocations, lack of Wall Street research coverage or expected corporate events. In such situations, PointState may (1) position the portfolio from both the long and the short side, (2) actively trade such positions and related spreads and (3) use leverage and derivatives to optimize returns.
(f) Relative Value Strategies
In its relative value strategies, PointState generally purchases and sells short debt and equities based upon in-depth fundamental company research and industry analysis; such strategies generally focus on the utility, power, financial and healthcare industries. PointState intends to seek to profit from the relative out- performance of this portfolio rather than by predicting the direction of the respective markets or the specific sectors. The Funds from time to time invest in convertible securities with a concentration in publicly-traded instruments issued by U.S. corporations. This strategy typically involves the purchase of convertible bonds, convertible preferred stock, warrants or options and the simultaneous short sale of the underlying common stock. The Funds seek to profit from these positions by receiving interest, dividends and rebates on short stock and also by dynamically trading the positions to monetize the embedded option value in the convertible securities and volatility spreads. Investments are initiated and actively managed based upon the PointState’s fundamental and technical analysis of the issuers, the relevant securities and related derivative instruments. The Funds will not necessarily be managed in a tax-efficient manner. The Funds’ investment programs are speculative and entail substantial risks. There can be no assurance that the investment objective of the Funds will be achieved and results may vary substantially over time. In fact, the practices of investing in illiquid investments and the use of short sales, options, leverage, futures, swaps and other derivative instruments and other investment techniques that the Funds employ can maximize the adverse impact to which the Funds’ portfolio may be subject. 2. Investment Strategy of the PointBridge Funds The PointBridge Funds pursue multiple investment strategies, including, but not limited to: macro, long/short equities, high yield and distressed credit, event-driven/special situations investing and relative value investing, while exposing themselves primarily to (i) Latin American public, private or governmental issuers in the case of Class A shares/interests (“Class A”) and (ii) energy-producing regions of the world in the case of Class B shares/interests (“Class B”). Additional information relating to the Financial Instruments employed and the investment strategies pursued is set forth under “1. Investment Strategy of the Funds” above. Class A invests principally in Argentine Financial Instruments (including without limitation, sovereign and provincial debt issued by the Republic of Argentina, denominated in Argentinian pesos, U.S. dollars or foreign currencies and governed by the laws of the Republic of Argentina, the U.S. or other foreign jurisdictions) and may also invest in other Financial Instruments issued by issuers within the U.S. and in other foreign jurisdictions. Class B primarily invests its capital in Financial Instruments designed to provide short/long exposure to certain “paired” currencies. The PointBridge Funds will not necessarily be managed in a tax-efficient manner. The PointBridge Funds’ investment programs are speculative and entail substantial risks. There can be no assurance that the investment objective of the PointBridge Funds will be achieved and results may vary substantially over time. In fact, the practices of investing in illiquid investments and the use of short sales, options, leverage, futures, swaps and other derivative instruments and other investment techniques that the PointBridge Funds employ can maximize the adverse impact to which the PointBridge Funds’ portfolio may be subject. 3. Investment Strategy of the PointArgentum Funds The PointArgentum Funds pursue multiple investment strategies, including, but not limited to: macro, long/short equities, high yield and distressed credit, event-driven/special situations investing, relative value investing and private investments. Additional information relating to the Financial Instruments employed and the investment strategies pursued is set forth under “1. Investment Strategy of the Funds” above. The PointArgentum Funds invest principally in Argentine Financial Instruments, while maintaining the flexibility to invest in other Financial Instruments issued by issuers in other jurisdictions. The PointArgentum Funds will not necessarily be managed in a tax-efficient manner. The PointArgentum Funds’ investment programs are speculative and entail substantial risks. There can be no assurance that the investment objective of the PointArgentum Funds will be achieved, and results may vary substantially over time. In fact, the practices of investing in illiquid investments and the use of short sales, options, leverage, futures, swaps and other derivative instruments and other investment techniques that the PointArgentum Funds are likely to employ from time to time can maximize the adverse impact to which the PointArgentum Funds’ portfolio may be subject. B. Material, Significant or Unusual Risks Relating to Investment Strategies. PointState’s investment program is speculative and may entail substantial risks. Since market risks are inherent in all investments to varying degrees, there can be no assurance that our investment objectives will be achieved. In fact, certain investment practices described above can, in some circumstances, potentially increase the adverse impact on the PointState Funds’ investment portfolios. The material risks presented by the strategies pursued by PointState are set forth below. Additional information is contained in the Offering Memorandum related to each PointState Fund (if any). This Brochure does not purport to contain a complete disclosure of all risks that may be relevant to prospective investors in the PointState Funds. These risk factors include only those risks that PointState believes to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by PointState. 1. Risks Relating to the Funds. Loss of Investment. Investments are exposed to the risk of the loss of capital. The prices of the Financial Instruments in which the Funds invest are often volatile and market movements as they relate to such Financial Instruments are difficult to predict. No guarantee or representation is made that the Funds’ investment strategy will be successful. In addition, the Funds utilize and are expected to continue utilizing investment techniques such as leverage, short sales, securities lending, investments in non-marketable securities, uncovered option transactions, forward transactions, futures and options on futures transactions, foreign currency transactions and a highly concentrated portfolio with respect to the Financial Instruments, among others, which could under certain circumstances magnify the impact of any adverse market or investment developments. An investment in the Funds should not in itself be considered a balanced investment program, but rather is intended to provide diversification in a more complete investment portfolio. Investors should be able to withstand the loss of their entire investment, as there can be no assurance that the investments made by the Funds will increase in value or that the Funds will not incur significant losses. An investor may lose all of its investment in the Funds. Flexible Investment Approach. PointState has broad and unfettered investment authority and may trade in any type of security, issuer or group of related issuers, country, region and sector that it believes will help the Funds achieve their investment objectives. Additionally, the strategies that PointState may pursue for the Funds are not limited to the strategies described in this Brochure; furthermore, such strategies may change and evolve materially over time. PointState has broad latitude with respect to the management of the Funds’ risk parameters. The Funds are subject neither to formal diversification policies limiting the Funds’ portfolio investments nor to formal leverage policies limiting the leverage to be used by the Funds. PointState will opportunistically implement whatever strategies, risk management techniques and discretionary approaches, as well as such other investment tactics, it believes from time to time may be suited to prevailing market conditions and may reallocate the Funds’ assets among strategies at any time and without notice to investors. PointState may use such leverage, position size, duration and other portfolio management techniques as it believes are appropriate for the Funds. Any of these new or different investment strategies, techniques, discretionary approaches and investment tactics may not be tested before being employed and may have operational or other shortcomings which could result in unsuccessful investments and, ultimately, losses to the Funds. In addition, any new or different investment strategy, technique and tactic developed by the Funds may be more speculative than earlier investment strategies, techniques and tactics and may involve material and as-yet-unanticipated risks that could increase the risk of an investment in the Fund. There can be no assurance that PointState will be successful in applying its approach and there is material risk that an investor may suffer significant impairment or total loss of its capital. Stagnant Markets and Deflation. Although volatility is one indication of market risk, certain of the investment strategies employed by PointState rely for their profitability on market volatility contributing to the mispricings that they are designed to identify. In periods of trendless, stagnant markets and/or deflation, such alternative investment strategies have materially diminished prospects for profitability. Hedging Transactions. The Funds are not required to hedge any particular risk in connection with a particular investment or their portfolio generally and may elect to not hedge their risks at all. For example, the Funds may elect to not hedge against fluctuations in the value of the Funds’ portfolio positions as a result of changes in market interest rates or any other developments. While the Funds may enter into hedging transactions to seek to manage risk, such transactions may result in a poorer overall performance for the Funds than if they had not engaged in any such hedging transaction. Moreover, the Funds may not anticipate a particular risk so as to hedge against it and the portfolio will always be exposed to certain risks that may not be hedged. Global Macro Strategy. The Funds’ global macro investing will primarily consist of investing in global fixed income, currency and equity markets and their related derivatives in order to exploit fundamental, economic, financial and political imbalances that may exist in and between markets throughout the world. The success of PointState’s global macro investing depends on PointState’s ability to identify and exploit such perceived imbalances. Identification and exploitation of such imbalances involve significant uncertainties. In the event that the theses underlying the Funds’ positions fail to be borne out in developments expected by PointState, the Funds may incur losses, which could be substantial. Non-U.S. Investments. The Funds may invest a portion of their capital outside the U.S. in non- dollar denominated securities and instruments, including in securities and instruments issued by non-U.S. companies and the governments of non-U.S. countries and in non-U.S. currencies. These investments involve special risks not usually associated with investing in securities of U.S. companies or the U.S. federal, state or local government. Because investments in Financial Instruments issued by or referring to non-U.S. issuers may involve non-U.S. dollar currencies and because the Funds may temporarily hold funds in bank deposits in such currencies during the completion of their investment programs, the Funds may be affected favorably or unfavorably by changes in currency rates (including as a result of the devaluation of a non-U.S. currency) and in exchange control regulations and may incur transaction costs in connection with conversions between various currencies. In addition, because non-U.S. entities are not subject to uniform accounting, auditing, and financial reporting standards, practices and requirements comparable with those applicable to U.S. entities, there may be different types, and lower quality, of information available about the issuer of any Financial Instruments than those of a U.S. company or government issuer. There is also less regulation, generally, of the securities markets in non-U.S. countries than there is in the U.S. Some non-U.S. securities markets have a higher potential for price volatility and relative illiquidity compared to the U.S. securities and capital markets. With respect to certain countries, especially in the context of Sovereign Debt (as defined below), there may be the possibility of expropriation or confiscatory taxation, political, economic or social instability, limitation on the removal of funds or other assets or the repatriation of profits, restrictions on investment opportunities, the imposition of trading controls, withholding or other taxes on interest, dividends, capital gain, other income or gross sales proceeds, import duties or other protectionist measures, various laws enacted for the protection of creditors, greater risks of nationalization or diplomatic developments which could adversely affect the Funds’ investments in those countries and the possibility of economic sanctions being imposed by the U.S. or foreign governments. Greater tax risks and complexities may also be associated with these investments. In some instances, national governments may issue a new currency to replace an existing currency or alter the exchange rate by devaluation or revaluation of a currency. All of these types of governmental actions could affect the yield of any credit instruments denominated in a currency other than the U.S. dollar. The Funds will invest in Financial Instruments substantially similar to those invested in by Class B; therefore, the risks applicable to Class B as described in Item 8 (Methods of Analysis, Investment Strategies and Risk of Loss) are also applicable to the Funds. Long/Short Investment Strategies. The identification of investment opportunities in the implementation of the Funds’ long/short investment strategies is a difficult task and there are no assurances that such opportunities will be successfully identified or realized. In the event that the perceived opportunities underlying the Funds’ positions were to fail to converge toward, or were to diverge further from values expected by PointState, the Funds may incur a loss. In the event of market disruptions, the Funds could be forced to close out one or more positions at unfavorable prices, thereby incurring significant losses. Furthermore, the models and analytics used to determine whether an investment presents an attractive opportunity consistent with PointState’s long/short strategies may become outdated and inaccurate as market conditions change. Short Sales. Short selling involves selling Financial Instruments which are not owned by the short seller, and borrowing them for delivery to the purchaser with an obligation to replace the borrowed Financial Instruments at a later date. Short selling also refers to other instances in which a party engages in trading aimed to benefit from negative price movements (such as in the case of a “buyer” of a credit default swap). Short selling allows the seller to profit from a decline in market price to the extent such decline exceeds the transaction costs and, in the case of a Financial Instrument short sale, the costs of borrowing the Financial Instruments. The extent to which the Funds engage in short sales will depend upon PointState’s investment strategy and opportunities. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying Financial Instrument could theoretically increase without limit, thus increasing the cost to the Funds of buying those Financial Instruments to cover the short position. There can be no assurance that the Funds will be able to maintain the ability to borrow Financial Instruments sold short. In such cases, the Funds may be forced to repurchase Financial Instruments in the open market to return to the lender. There also can be no assurance that the Financial Instruments necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing Financial Instruments to close out a short position can itself cause the price of the Financial Instruments to rise further, thereby exacerbating the loss. Event-Driven Investing. Event-driven investing requires the investor to make predictions about (i) the likelihood that an event will occur and (ii) the impact such event will have on the value of a company’s Financial Instruments. If the event fails to occur or it does not have the predicted effect, losses can result. Because of the inherently speculative nature of event-driven investing, the results of the Funds’ operations may be expected to fluctuate from period to period. Accordingly, the results of a particular period will not necessarily be indicative of results that may be expected in future periods. Event-Driven Arbitrage. In general, event-driven arbitrage investing is exposed to adverse outcomes of the “event” being positioned. Adverse outcomes or developments might arise from fundamental reasons, regulatory rulings, legal or tax rulings or even extreme market movements. The financing component of many announced corporate actions could come under pressure and result in a cancellation or change in terms of the proposed transaction. Even where the corporate action or event occurs as expected, but is significantly delayed or advanced in timing of completion, deviations from the expected return or profitability could be high. Relative Value Investing. PointState may use “relative value” investing strategies, which attempt to exploit relative mispricings among interrelated instruments (such as securities, derivatives, futures, bank debt, etc.), rather than making directional “bets” on absolute price movements. Mispricings, even if correctly identified, may not be corrected by the market, at least within a timeframe over which it is feasible for the Funds to maintain a position. Even “pure” arbitrage positions can result in significant losses if PointState is not able to maintain both sides of the position until expiration, for example, in circumstances where the Funds are forced prematurely to return a borrowed security. PointState may use a high degree of leverage and could be forced to liquidate positions prematurely in order to meet margin calls, causing an otherwise “pure” arbitrage position to result in major losses. The success of PointState’s relative value investment strategy depends on PointState’s ability to identify and exploit perceived inefficiencies in the pricing of securities, financial products or markets. Identification and exploitation of such discrepancies involve uncertainty. There can be no assurance that PointState will be able to locate investment opportunities or to exploit pricing inefficiencies in the securities markets. A reduction in the pricing inefficiency of the markets in which PointState seeks to invest will reduce the scope for PointState’s investment strategies. In the event that the perceived mispricings underlying the Funds’ positions were to fail to converge toward, or were to diverge further from, relationships expected by PointState, the Funds may incur losses. Even if PointState’s relative value investment strategy is successful, it may result in high portfolio turnover and, consequently, high transaction costs. Repurchase and Reverse Repurchase Agreements. In a reverse repurchase transaction, the Funds buy Financial Instruments from a broker-dealer or financial institution, subject to the obligation of the broker-dealer or financial institution to repurchase such Financial Instruments at the price paid by the Funds, plus interest at a negotiated rate. In a repurchase transaction, the Funds sell Financial Instruments to a broker-dealer or financial institution, and have the obligation to repurchase such Financial Instruments at the price paid by the Funds, plus interest at a negotiated rate. The use of repurchase and reverse repurchase agreements by the Funds involves a variety of risks relating to the default of the seller under such agreements. Risks Relating to Master Limited Partnerships. The Funds may invest directly or indirectly in Master Limited Partnerships (“MLPs”). Certain principal risks associated with investing in MLPs are described below. Limited Control. The common units of many MLPs are listed and traded on U.S. securities exchanges, including the New York Stock Exchange, Inc. (“NYSE”) and the Nasdaq National Market System (“Nasdaq”). MLP common units can be purchased through open market transactions and underwritten offerings, but may also be acquired through direct placements and privately negotiated transactions. Investors in MLP common units become limited partners in the MLP and typically have very limited control. The MLP is governed by a general partner, which is generally controlled by the entity that created the MLP (i.e., the “sponsor”). The limited partners of an MLP have no role in the management of the MLP. Decline in Commodity Prices. A decline in commodity prices may lead to a reduction in production or supply of those commodities. MLPs that provide crude oil, refined products, natural gas liquids and natural gas services are subject to supply and demand fluctuations in the markets they serve, which will be impacted by a wide range of factors, including fluctuating commodity prices, weather, increased conservation or use of alternative fuel sources, increased governmental or environmental regulation, depletion, rising interest rates, declines in domestic or foreign production, accidents or catastrophic events and economic conditions, among others. A decrease in the production of natural gas, natural gas liquids, crude oil, coal or other energy commodities or a decrease in the volume of such commodities available for transportation, mining, processing, storage or distribution may adversely impact the financial performance of MLPs. While some MLPs are more able to mitigate or manage direct margin exposure to commodity price levels than others, the MLP sector can suffer from a market perception that MLPs’ performance and distributions are directly tied to commodity prices. Excess worldwide oil and gas reserves and production may further depress the value of investments in energy-related MLPs. This trend would cause producers to curtail production and/or reduce capital spending for exploration activities. To maintain or grow their revenues, these companies would need to maintain or expand their reserves through exploration of new sources of supply, the development of existing sources, acquisitions or through long- term contracts to acquire reserves. The financial performance of MLPs may be adversely affected if they, or the companies to whom they provide services, are unable to cost-effectively acquire additional reserves sufficient to replace the natural decline. Governmental Regulations. Various governmental authorities have the power to enforce compliance with regulations and the permits issued pursuant to them and violators are subject to administrative, civil and criminal penalties, including civil fines, injunctions or both. Stricter laws, regulations or enforcement policies could be enacted in the future which would likely increase compliance costs and may adversely affect the financial performance of MLPs. Liquidity Risks. MLPs may hold securities that are difficult to value or to sell promptly at an acceptable price. If an MLP is required to sell securities quickly or at a particular time (including sales to meet redemption requests), the MLP and, therefore, the Funds could realize a loss related to these illiquid investments. Although MLPs trade publicly, certain MLP securities may trade less frequently than those of larger companies due to their smaller market capitalizations. When certain MLP securities experience limited trading volumes, they may experience abrupt or erratic price movements. Investments in securities that are less actively traded or over time experience decreased trading volumes may restrict the MLP’s ability to take advantage of other market opportunities or to dispose of securities, which may affect adversely its ability to make dividend distributions. Tax risks. The Funds expect to invest synthetically in MLPs through swaps or other derivative instruments. The U.S. federal income tax treatment of the Funds’ investment in certain swaps, options or futures contracts is subject to substantial uncertainty. The Funds intend to take the position that its swaps are treated as “notional principal contracts,” and do not constitute U.S. real property interests or direct interests in the MLPs, assuming the securities underlying any swap are actively traded on an established securities market in the United States and the Funds’ derivative exposure to the class of such securities (directly, indirectly and under certain attribution rules) constitutes no more than (i) five percent (5%) of the fair market value of the class of the MLP interest that is regularly traded on an established securities market and (ii) five percent (5%) of the value of the regularly traded class of the MLP interest with the lowest value. Risks Relating to Government-Sponsored Entities. The Funds invest in government-sponsored entities (“GSEs”). The Federal National Mortgage Association (‘‘Fannie Mae’’) and the Federal Home Loan Mortgage Corporation (‘‘Freddie Mac’’) are each a GSEs that participates in the U.S. housing market with the public mission of supporting liquidity and stability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. In 2008 the credit crisis put Fannie Mae and Freddie Mac under increasing financial pressure as loan losses increased and the value of fixed income assets, and ultimately their share prices, dropped significantly. On September 7, 2008 the companies were placed under the conservatorship of Federal Housing Finance Agency and, in return for significant credit support, the U.S. government obtained preferred shares and common stock warrants for 79.9% of each entity. The conservatorship is a statutory process designed to preserve and conserve the GSEs’ assets and property and put them in a sound and solvent condition. The conservatorships have no specified termination dates. In addition, certain shareholders of Fannie Mae and Freddie Mac have filed a legal action claiming that a deal struck by Fannie Mae and Freddie Mac and the U.S. Treasury to keep them afloat by eliminating dividend payouts to various shareholders and requiring the companies to pay the U.S. Treasury an equal amount to their quarterly net worth exceeded the government’s authority. While the U.S. Court of Appeals for the District of Columbia rejected the majority of the plaintiffs’ claims in February 2017, at least one of the claims have been allowed to proceed. It remains unclear how the action will ultimately be resolved, as well as whether Congress will work on a bipartisan legislation to end Fannie Mae and Freddie Mac’s bailouts or the executive branch will take action on its own. As a result of all of the foregoing, there has been, and remains, significant uncertainty regarding the future of the GSEs, including how long they will continue to exist in their current forms. Further developments in these matters could significantly limit the role of the GSEs in the nation’s housing finance system, impact trading spreads, temporarily disrupt liquidity in the GSE market and adversely affect the financial performance of GSEs, and therefore, the Funds. Nature of Investments in the Energy Sector. Investments in the energy sector may be subject to a variety of risks, not all of which can be foreseen or quantified. Such risks may include but are not limited to: (i) the risk that the technology employed in an energy project will not be effective or efficient; (ii) uncertainty about the availability or efficacy of energy sales agreements or fuel supply agreements that may be entered into in connection with a project; (iii) risks that regulations affecting the energy industry will change in a manner detrimental to the industry; (iv) environmental liability risks related to energy properties and projects; (v) risks of equipment failures, fuel interruptions, loss of sale, loss of supply contracts or fuel contracts, decreases or escalations in power contract or fuel contract prices, bankruptcy of key customers or suppliers, tort liability in excess of insurance coverage, inability to obtain desirable amounts of insurance at economic rates, acts of God and other catastrophes; (vi) uncertainty about the extent, quality, and availability of oil and gas reserves; (vii) the risk that interest rates may increase, making it difficult or impossible to obtain project financing or impairing the cash flow of leveraged projects; and (viii) the risk of changes in values of companies in the energy sector whose operations are affected by changes in prices and supplies of energy fuels (prices and supplies of energy fuels can fluctuate significantly over a short period of time due to changes in international politics, energy conservation, the success of exploration projects, the tax and other regulatory policies of various governments and the economic growth of countries that are large consumers of energy, as well as other factors). The occurrence of events related to the foregoing may have a material adverse effect on the Funds and their investments. The revenues generated by certain of the companies in which the Funds invest may be dependent on the future prices of and the demand for oil and natural gas. Oil and gas investments may have significant shortfalls in projected cash flow if oil and gas prices decline from levels projected at the time the investment is made. Various factors beyond the control of the Funds will affect prices of oil, natural gas, and natural gas liquids, including the worldwide supply of oil and natural gas, political instability or armed conflict in oil and natural gas producing regions, the price of foreign imports, the level of consumer demand, the price and availability of alternative fuels, the availability of pipeline capacity, and changes in existing government regulation, taxation, and price control. Prices for oil and natural gas have fluctuated in the recent past and markets for oil, natural gas, and natural gas liquids continue to be volatile. Legal and Regulatory Matters in the Energy Sector. Power generation and transmission, as well as oil, natural gas and coal storage, handling, processing and transportation, are extensively regulated. Statutory and regulatory requirements may include those imposed by energy, zoning, environmental, safety, labor and other regulatory or political authorities. Failure to obtain or a delay in the receipt of relevant governmental permits or approvals, including regulatory approvals, could hinder operations and result in fines or additional costs. Obtaining permits and approvals or complying with ongoing regulatory requirements may be costly and/or time-consuming. Moreover, the adoption of new laws or regulations, including those with respect to the emission of greenhouse gasses, changes in the interpretation of existing laws or regulations or changes in the persons charged with political oversight of such laws or regulations, could have a material adverse effect upon the profitability of an investment made by the Funds and could necessitate the creation of new business models and the restructuring of investments in order to meet regulatory requirements, which may be costly and/or time-consuming. General Risks of Investments in the Utility and Power Industries. The Funds may invest in the utility and power sectors. These investments are sensitive to fluctuations in resource availability, energy supply and demand, interest rates, special risks of constructing and operating facilities (including nuclear facilities), lack of control over pricing, merger and acquisition activity, weather conditions (including abnormally mild winter or summer weather and abnormally harsh winter or summer weather), availability and adequacy of pipeline and other transportation facilities, geopolitical conditions in gas or oil producing regions and countries (including the risk of nationalization of the natural gas, oil and related sectors), the ability of members of the Organization of Petroleum Exporting Countries to agree upon and maintain oil prices and production levels, the price and availability of alternative fuels, international and regional trade contracts, labor contracts, the impact of energy conservation efforts, environmental considerations, public policy initiatives and regulation. Regulatory Risks of Investments in the Utility and Power Industries. Utility and power companies are subject to significant regulation in many aspects of their operations, including how facilities are constructed, maintained and operated, environmental and safety controls and the prices they may charge for the products and services. There are a variety of risks relating to actions of various governmental agencies and authorities in such industries. Additionally, stricter laws, regulations or enforcement policies could be enacted or pursued in the future, which would likely increase compliance costs and may adversely affect the financial performance of energy companies which may have implications for the companies that support the energy sectors’ infrastructure-related requirements. Risks of Investing in the Healthcare Sector. While investments in companies in the healthcare sector offer the opportunity for significant capital gains, such investments involve a high degree of business, financial, technological and regulatory risk that can result in substantial losses. These risks include, but are not limited to, the following: certain companies in the Funds’ portfolio may have limited operating histories; certain of these companies may not have sufficient management or marketing personnel with appropriate scientific or medical training, which may slow or impede the companies’ growth; obtaining approval for new products from governmental agencies can often be a lengthy and expensive process, the outcome of which can be uncertain; certain of these companies may become involved in lawsuits related to their patents or products; products produced by certain of these companies may become obsolete; government policies and regulations applicable to certain of these companies may change in ways that adversely affect them; and investor sentiment and preferences with regard to healthcare sector investments (some of which are generally perceived as risky) may change, which may have an adverse effect on the price of underlying securities. Binary Biotechnology Events. The Funds may also invest in biotechnology companies pursuant to an event-driven strategy focused on an anticipated “binary event” with respect to such a company in the form of anticipated clinical trial results or regulatory agency news or decisions. The market value of the securities of certain of these companies may be particularly sensitive to such binary events. Certain of the risk factors set forth above under the headings “Event-Driven Investing” and “Event-Driven Arbitrage” may also apply to such investments. Regulatory Oversight – Financial Institutions. Financial institutions in which the Funds invest or may invest are subject to extensive regulation, supervision and examination by regulators. These regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities which may have an adverse effect on such institutions’ business, financial position or results of operation. The results of operations of financial institutions also may be materially affected by general economic conditions, changes in the level of interest rates, national and local cycles in real estate, and the monetary and fiscal policies of the U.S. federal government. Regulatory Change – Financial Institutions. As discussed above, the financial institutions industry is subject to significant regulation which has materially affected the business of financial institutions in the past and is likely to do so in the future. In fact, at present, numerous changes to governing law have been introduced or are expected. Enactment of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and the rules and regulations issued or that may be issued by U.S. regulators implementing such legislation (as well as actions that may be taken by legislatures and regulatory bodies in other countries) could limit the ability of financial services companies to pursue business opportunities they might otherwise consider engaging in, impose additional costs on such businesses, result in significant loss of revenue to them, impact the value of assets they hold, establish more stringent capital, liquidity and leverage requirements, or otherwise significantly adversely affect such businesses. In addition, increased regulatory focus on consumer protection practices and new and evolving mortgage-modification programs have resulted in changes in certain financial institutions’ practices, have increased costs of compliance and, for certain businesses, reduced net income. Regulations now affecting financial institutions and their interpretation may be changed at any time. Risks Relating to Taxation. Certain tax positions the Funds has taken may be successfully challenged. The Funds may take positions with respect to certain tax issues which depend on legal conclusions not yet resolved by the applicable tax authorities or the courts. Should any such positions be successfully challenged by an applicable taxation authority, there could be a material adverse effect on the Funds or investors (which may include, without limitation, substantial retroactive taxes, plus interest and possibly penalties being imposed on the investors). The Funds are exposed to changes in tax laws, regulations or their interpretation. Changes to the tax laws of, or practice in, the Cayman Islands, the U.S. or any other tax jurisdiction affecting one or more of the Funds could adversely affect the value of the investments held by the Funds and decrease the post- tax returns to investors. The Funds might be deemed to be residents, to have a permanent establishment or to be engaged in a trade or businesses in jurisdictions where the Funds do not believe they are subject to tax, with the result that unexpected taxes might be imposed on the Funds. If the Funds were treated as residents, or as having a permanent establishments, or as otherwise being engaged in a trade or business, in any country in which they invest or in which their investments are managed, all of their income or gains, or the part of such income or gains that is attributable to, or effectively connected with, such residency, permanent establishment or trade or business, may be subject to tax in that country, which could have a material adverse effect on the Funds’ performance and returns to investors. Exposure to Material Non-Public Information. From time to time, PointState may receive material non-public information with respect to an issuer of securities or other Financial Instruments. In such circumstances, the Funds may be prohibited, by law, policy or contract, for a period of time from (i) unwinding a position in such issuer, (ii) establishing an initial position or taking any greater position in such issuer and (iii) pursuing other investment opportunities related to such issuer. Corporate Governance Approaches. PointState generally does not expect to take an “activist” approach toward the management teams or boards of directors of the companies in which the Funds invest and, consequently, does not expect to enter into an investment for the purpose of implementing an activist strategy toward an issuer. In certain circumstances, however, the success of the Funds’ investment of any portion of their capital in publicly-traded equity and/or debt securities may require that the Funds adopt an “activist” or “suggestivist” approach to defend their investment in such Financial Instruments. In pursuing an “activist” or “suggestivist” approach for defensive purposes, the Funds may act alone or together with one or more other investors or investment managers acting as a group. In order to implement any actions deemed necessary to defend the investments and maximize value, PointState, or other members of the investing group, may share their perspectives on long-term value creation with the management team, and occasionally, with the board of directors of the issuer to design an alternate strategic plan and assist them in the plan’s execution and may secure the appointment of persons selected by PointState or other members of the group to the company’s management team or board of directors. In order to accomplish the foregoing, PointState may cause the Funds, either alone or together with other members of a group, to acquire a “control” position in the issuer’s securities. Moreover, there can be no assurance that any of the foregoing will succeed, and such control positions may subject the Funds to additional risks of liability for environmental damage, product defects, failure to supervise management, violation of governmental regulations and other types of liability including those in which the limited liability that is generally characteristic of such business operations may be ignored. All of the Funds’ capital might be used to satisfy these liabilities. The regulatory overlay, and consequently, risks, associated with activist, or even not entirely passive, investments ire fundamentally different from the regulatory overlay that is applicable to purely passive investments. For instance, the Funds may be required to make filings pursuant to Sections 13(d), 13(g) and/or 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the rules and regulations promulgated pursuant thereto, and possibly be subject to “short swing profits” disgorgement, and to certain fees, penalties or sanctions, if it fails to do so. The Funds may also be required to make filings pursuant to the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Independent Money Managers. PointState may allocate up to 10% of the Funds’ assets to Money Managers. To the extent the Funds do allocate any portion of their assets to such Money Managers, such Money Managers may invest wholly independently of one another (and of the Funds) and may at times hold economically offsetting positions. To the extent that the Money Managers and/or the Funds do, in fact, hold offsetting positions, the Funds, considered as a whole, may not achieve any gain or loss despite incurring investment expenses, including, without limitation, performance-based compensation. If the Funds are concentrated in a position, as a result of the Funds’ and/or one or more funds managed by a Money Manager holding the same position, the risks associated with such position will be magnified. The Funds and some Money Managers also may compete with each other from time to time for please register to get more info
DISCIPLINARY INFORMATION
There are no legal or disciplinary events that are material to a client’s, prospective client’s, investor’s or prospective investor’s evaluation of PointState’s advisory business or the integrity of PointState’s management. please register to get more info
OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS
A. Broker-Dealer Registration Status. PointState and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker- dealer. B. Futures Commission Merchant, Commodity Pool Operator or Commodity Trading Adviser Registration Status. PointState has been registered with the CFTC since 2013 as a Commodity Pool Operator and is a member of the NFA. Zachary Schreiber, Chief Executive Officer, Chairman and Chief Investment Officer, and Joshua Samuelson, President, are registered with the NFA as associated persons and principals of PointState and Alfred Barbagallo, General Counsel, Bradley Sanford, Chief Financial Officer, and Brian Holmes, Chief Compliance Officer, are also registered with the NFA as principals of PointState. PointState and its management persons are not registered as, and do not have any application pending to register as, futures commission merchants or commodity trading advisors or as associated persons of the foregoing entities. C. Material Relationships or Arrangements with Other Industry Participants. PointState Capital LP or its “Relying Adviser,” PointState Argentum LLC, serves as the investment manager of each PointState Fund. As noted in Item 4 (Advisory Business) above, certain affiliates of PointState (i.e., the General Partner Entities) serve in a general partner capacity of certain PointState Funds. In reliance on the SEC’s no action letter to the American Bar Association dated January 18, 2012, the General Partner Entities are relying on PointState’s registration with the SEC and are not submitting separate Forms ADV. PointState evaluates any material conflicts of interest presented by any proposed relationship or arrangement it contemplates with a service provider, broker or similar party that has a material business relationship with the PointState Funds to ensure that the transaction or arrangement is fair and equitable to the investors in the PointState Funds, and PointState reviews any such arrangement on an ongoing basis thereafter to ensure continued benefit to the PointState Funds and their investors. Except as described in the paragraph immediately below, neither PointState nor any of its management persons currently has any such relationship. The PointArgentum Funds hold direct and indirect investments in real estate, energy and construction companies that may from time to time provide services to the PointArgentum Funds and their affiliates and may in the future hold investments in other portfolio companies that provide services to the PointArgentum Funds and their affiliates. These relationships may pose conflicts of interest. Certain employees of PointState may have familial and other relationships with investors in, or service providers to, the PointState Funds or with employees of issuers in which the PointState Funds invest. PointState reviews such relationships to identify and address any conflicts. Certain employees of PointState serve as members of a board of directors (or a functional equivalent) of companies or other entities. D. Material Conflicts of Interest Relating to Other Investment Advisers. Certain of the PointState Funds have made investments in the PointArgentum Funds, which are managed by PointState Argentum LLC (the “PA Investments”), a “Relying Adviser” of PointState. This potential conflict is evaluated on an ongoing basis by PointState’s management and are addressed, in part, by the fact that the PA Investments are not subject to any management fees or carried interest/incentive allocation imposed by PointState Argentum LLC, the applicable General Partner Entity.. PointState does not receive compensation directly or indirectly from any other investment advisers that PointState recommends or selects for its clients and does not have other business relationships with those advisers that create a material conflict of interest. Additional information about PointState’s affiliate relationships and other matters addressed in Item 10 (Other Financial Industry Activities And Affiliations) can be found in the Offering Memorandum and constituent documents of the relevant PointState Fund. please register to get more info
IN CLIENT TRANSACTIONS AND PERSONAL TRADING
A. Code of Ethics. PointState holds a position of trust and confidence with respect to its clients and owes those clients a fiduciary duty to place their interests before the interests of PointState, its affiliates and their respective employees. To help meet these fiduciary obligations, and consistent with SEC Rule 204A-1, PointState has adopted a Code of Ethics (the “Code”). The Code incorporates certain general principles, which apply to:
every managing director, principal, partner or officer (or any person performing similar functions) or employee of PointState; and every natural person (whether or not an employee of PointState) who is subject to the PointState’s supervision and control who (i) has access to nonpublic information regarding a client’s purchase or sale of securities, (ii) who is involved in making securities recommendations to a client or (iii) who has access to securities recommendations to a client that are nonpublic, (herein referred to as “PointState Personnel”) These principles include, but are not limited to, the following: It is generally improper for PointState or PointState Personnel to: Use for their own benefit (or the benefit of anyone other than a client) information about PointState’s trading or investment recommendations for a client; or Take advantage of investment opportunities that would otherwise be available to a client. All PointState Personnel must promptly report to PointState’s General Counsel or Chief Compliance Officer or designee any actual or potential conflicts of interest, violations of any government or regulatory law, rule or regulation or violations of PointState’s policies and procedures by any employee (including, but not limited to, the reporting employee) or service providers including, without limitation, the Code. PointState Personnel must comply with applicable U.S. federal securities laws at all times. All PointState Personnel must adhere strictly to PointState’s “Transaction Restrictions” policy, which is restrictive and is designed to avoid any actual or potential conflicts of interest or any abuse of PointState’s positions of trust and responsibility. All PointState Personnel must adhere strictly to PointState’s “Reporting Obligations” policy. PointState believes these general principles not only help us fulfill our fiduciary obligations, but also instill in all PointState Personnel the firm’s commitment to honesty, integrity and professionalism. PointState Personnel are instructed that these general principles apply to all conduct, whether or not the conduct is also covered by more specific standards or procedures, and that failure to comply with the Code may result in disciplinary action, including termination of employment. All PointState Personnel are required to certify, at least annually, that they have read and understand the Code. PointState Personnel also are required to report violations of the Code and PointState has procedures in place to address such reports as appropriate. The following summarizes how personal trading is addressed in the Code. 1. Restrictions on Personal Trading by PointState Personnel. Subject to certain limited exceptions, all PointState Personnel and members of their families/households are prohibited from effecting securities transaction in accounts in which they or their families/households have direct or indirect beneficial ownership or control. These prohibitions generally do not apply when PointState Personnel invest in PointState-controlled vehicles composed of 25% or more proprietary capital. Rather, in such instances, PointState will take other measures to address any related conflicts, such as described under “Securities in which PointState Personnel or a Related Person Has a Material Financial Interest” below. The limited exceptions to the policy’s trading restrictions fall into two categories. The first is for certain transactions or Financial Instruments, the purchase or sale of which is permitted without pre-approval. These transactions or Financial Instruments are: (a) digital currency, (b) investment grade municipal Financial Instruments, (c) annuities, (d) precious metals (i.e. physical gold or silver), (e) covered Financial Instruments issued or guaranteed by any national government that is a member of the Organization for Economic Cooperation and Development, or any agency or authority thereof, (f) transactions that occur by operation of law or under any other circumstance in which neither PointState Personnel or members of their families/households exercise any discretion to buy or to sell or make recommendations to a person who exercises such discretion, (g) purchases of covered Financial Instruments pursuant to an automatic investment plan, and (h) purchases pursuant to the exercise of rights issued pro rata to all holders of any class of covered Financial Instruments and received by PointState Personnel or members of their families/households from the issuer. The second exception is for certain types of transactions that may be permitted, but only after pre- approval from PointState’s Chief Compliance Officer. These transactions are (a) closing transactions in covered Financial Instruments that were purchased prior to the PointState Personnel’s effective date of employment or business relationship with PointState; and (b) the acquisition by PointState Personnel or members of their family/household of (i) a beneficial ownership in a private placement or (ii) any Financial Instrument in an initial public offering. When pre-approval is sought, PointState’s Chief Compliance Officer will analyze whether the investment is appropriate in light of PointState’s fiduciary duty to its clients. Among other things, he may determine whether a publicly-traded Financial Instrument is being actively considered by PointState for the investment purposes of a client or whether the investment would otherwise not be permissible (e.g., if a private investment opportunity is one that should be offered to one or more clients ahead of, or rather than, the employee seeking to make the investment). Records are maintained of requests for pre-approval as well as whether the request was approved or denied. In furtherance of this personal trading policy, PointState requires all PointState Personnel to disclose to the Chief Compliance Officer all of their investment holdings within ten days of their joining PointState or otherwise becoming covered by the Code, as well as to identify all of the brokerage accounts in which they or a member of their family/household have direct or indirect beneficial ownership or control. PointState Personnel must also provide PointState with timely records of any transactions in such accounts. PointState collects this information through an automated system that permits the Chief Compliance Officer (or a designee) to review and monitor account transaction activity regularly. In some instances, it is necessary for PointState to collect this information through paper brokerage account statements instead of its automated system. In addition, PointState Personnel must complete a quarterly certification regarding their personal trading activities and complete an annual holdings report. 2. Prohibition on Outside Business Pursuits. PointState Personnel are required to devote their full working time and attention to their professional duties and responsibilities at PointState or its applicable affiliate. As a result, PointState Personnel may not engage in outside business pursuits without prior approval from PointState’s Chief Compliance Officer or General Counsel. This prohibition extends to outside affiliations and business activities including, but not limited to: employment by any other firm or enterprise while also being engaged by PointState; serving as an officer, or director or member of a creditors’ committee, of any public or private business corporation, including a family business; becoming a partner in a partnership, or establishing or continuing a sole proprietorship; serving as a paid consultant or adviser to any other firm, charitable or business enterprise (whether in exchange for compensation or not); or entering into an investment which will entail active participation in managing the investment’s activities or its business. 3. Insider Trading and Market Manipulation. PointState has adopted policies and procedures designed to prevent insider trading by all PointState Personnel. These policies provide, among other things, that if an employee receives information he or she believes to be material non-public information, the employee must promptly convey such information to the General Counsel or Chief Compliance Officer or designee. The General Counsel, Chief Compliance Officer or designee will evaluate the information and take measures, as appropriate, to prevent dissemination of material, non-public information and to restrict the trading in the relevant security by PointState and PointState Personnel. Further, PointState Personnel may not engage in any conduct intended to manipulate the price of any security or trading market. 4. Gifts and Entertainment. PointState has adopted policies and procedures regarding the acceptance and offer of gifts, favors, meals, special accommodations and other items of value from or to any person or entity that does or seeks to do business with or on behalf of PointState or is in a position to secure advantages on PointState’s behalf. The policy includes pre-approval and reporting procedures that must be followed by all PointState Personnel. PointState Personnel may accept (or give) a business related gift only if the gift is of de minimis value, which for purposes of this policy is less than $250 per occurrence. Any gift(s) with a greater value must be pre-approved by PointState’s General Counsel or Chief Compliance Officer. PointState Personnel may accept (or provide) business entertainment that an employee reasonably believes is within the normal course of business. Any business entertainment which is believed to be extravagant or outside the normal course of business must be pre-approved by PointState’s General Counsel or Chief Compliance Officer. In furtherance of these policies, PointState periodically reviews a summary of all reported gifts and business entertainment, seeks to identify and review any patterns of provision and/or receipt of gifts and entertainment and to determine whether any actions need to be taken under relevant PointState policies and procedures. PointState and its employees may be permitted to solicit charitable contributions from business partners if they have notified the compliance department of their intentions to do so and obtained its prior written consent. PointState may also participate in broker-dealer sponsored charity days, events in which some portion of commissions generated are allocated to one or more charitable organizations. PointState will provide a copy of the Code to any investor or prospective investor upon request. B. Securities in which PointState Personnel or a Related Person Has a Material Financial Interest. As discussed above, with limited exceptions PointState Personnel are not permitted to invest in publicly-traded securities or most other Financial Instruments in any account in which they have direct or indirect beneficial ownership or control. Nonetheless, because the Code in some circumstances would permit PointState Personnel to hold certain investment positions (e.g., if such positions were held at the time the employee joined the firm, or were thereafter obtained through a gift or bequest), there is a possibility that PointState may recommend to clients the purchase or sale of securities in which PointState Personnel have a financial interest. Additionally, PointState Personnel are permitted, on occasion, to invest in PointState-controlled vehicles that make investments in the same Financial Instruments as other PointState Funds. Any such personal investments made by PointState Personnel will generally be subject to a number of restrictions in order to mitigate any potential conflicts associated with these investment activities, such as prohibiting the applicable PointState-controlled vehicle from disposing of such investments ahead of a disposition by the PointState Funds and, in certain instances, requiring the alignment of any personal investment that overlaps with any position held by a PointState Fund (e.g., if a PointState Fund holds a “long” position, such personal investment must also be a “long” position). Under the limited circumstances described above, the investments of PointState Personnel may differ from, or be contrary to, those taken by the PointState Funds. PointState believes the significant restrictions on personal trading and extensive pre-approval procedures described above are reasonably designed to avoid conflicts of interest and to preserve PointState’s ability to discharge the fiduciary duties it owes to its clients. C. Investing in Securities that PointState Personnel or a Related Person Recommends to Clients. See Section B immediately above. D. Contemporaneous Trading. The pre-approval procedures described in Section A (Code of Ethics) above are designed to eliminate the possibility that PointState Personnel or related persons trade securities that are contemporaneously being bought or sold by PointState Funds. please register to get more info
BROKERAGE PRACTICES
A. Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions. PointState is authorized to determine the broker or dealer to be used for each financial-instruments transaction of the PointState Funds. PointState places trades for execution for the PointState Funds with broker-dealers on the basis of seeking best execution and in consideration of relevant factors, including, but not limited to, commission rates, reliability, financial responsibility, strength of the broker and the ability of the broker to execute transactions efficiently, the broker’s facilities, and the broker’s provision or payment of the costs of brokerage and research services that are of benefit to the PointState Funds and PointState. PointState need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread on an absolute basis. If PointState concludes that the commissions charged by a broker or the spreads applied by a dealer are reasonable in relation to the quality of services rendered by such broker or dealer (including, without limitation, the value of the brokerage and research products or services provided by such broker or dealer), the PointState Funds may pay commissions to or be subject to spreads applied by such broker-dealer in an amount greater than the amount another broker-dealer might charge or apply. In addition, brokers (including prime brokers) may provide other services that are beneficial to PointState, but not necessarily beneficial to the PointState Funds, including, without limitation, consulting with respect to technology, operations or equipment, capital introduction, marketing assistance, commitment of capital, access to deal flow and other services or items. Such services and items may influence PointState’s selection of brokers. PointState maintains policies and procedures to review the quality of executions, including periodic review by its investment professionals and a Best Execution Committee that generally meets on a quarterly basis. 1. Research and Other Soft Dollar Benefits. The use of commissions or “soft dollars,” if any, generated by any PointState Fund through agency and certain riskless principal transactions to pay for brokerage-and research-related products or services will fall within the safe harbor created by Section 28(e) of the Exchange Act (“Section 28(e)”). “Soft dollar” research-related goods and services (collectively, “soft dollar items”) used by the applicable General Partner Entity in making investment decisions may include, but are not limited to: research reports on particular industries and companies, economic surveys and analyses, recommendations as to specific securities, certain research services and other goods and services providing lawful and appropriate assistance to PointState in the performance of its investment decision-making responsibilities on behalf of the PointState Funds. In addition, such research services may include invitations to attend conferences or meetings with management teams, security analysts, industry consultants and economists. To the extent that the applicable General Partner Entity does engage in such “soft dollar” arrangements, the PointState Funds may pay commissions to a broker in an amount greater than the amount another broker might charge. Soft dollar items may be provided directly by brokers and dealers, by third parties at the direction of brokers and dealers or purchased on behalf of the PointState Funds with credits or rebates provided by brokers and dealers. Soft dollars may be generated from over-the-counter principal transactions as well as exchange traded agency transactions. Where a product or service contains both services that fall under Section 28(e) and services that fall outside of Section 28(e) (i.e., a “mixed use” item), PointState will make a reasonable allocation of the cost that is eligible to be paid for with soft dollars. Brokers and dealers sometimes suggest a level of business they would like to receive in return for the various services they provide. Actual business received by any broker or dealer may be less than the suggested allocations but can (and often does) exceed the suggestions, because total transaction volume is allocated on the basis of all the considerations described above. A broker or dealer will not be excluded from executing transactions for the PointState Funds because it has not been identified as providing soft dollar items. Under Section 28(e), brokerage- and research-related products or services obtained with soft dollars generated by the PointState Funds may be used by PointState to service accounts other than the PointState Fund. PointState’s Best Execution Committee generally meets on a quarterly basis to monitor the levels of PointState’s soft dollar payments and monitor adherence to PointState’s soft dollar and best execution policies. Furthermore, periodically, and at least annually, PointState conducts a process in which its investment personnel evaluate the research products or services provided by broker-dealers. Through this process PointState makes both quantitative and qualitative assessments of the amount, nature and value of research and brokerage services provided by broker-dealers, as well as the extent to which such services are relied upon, and attempts to allocate the brokerage business of the PointState Funds on the basis of those considerations. 2. Brokerage for Client Referrals. In selecting or recommending broker-dealers, PointState does not take into account whether PointState or any of its related persons has received, or may in the future receive, client referrals from such broker-dealers. 3. Directed Brokerage. PointState does not recommend, request or require that a client direct PointState to execute transactions through a specified broker-dealer. B. Order Aggregation. If PointState determines that the purchase or sale of a security is appropriate with regard to multiple clients, PointState may, but is not obligated to, purchase or sell such a security on behalf of such clients with an aggregated order, for the purpose of reducing transaction costs, to the extent permitted by applicable law. If any order is not filled at the same price, it may be allocated on an average price basis or by another method deemed fair and equitable by PointState. Such considerations may result in allocations among the clients on other than a pari passu basis. Additional information about PointState’s brokerage practices, execution of transactions and other matters addressed in Item 12 (Brokerage Practices) can be found in the Offering Memorandum of the relevant PointState Fund and in its constituent documents. please register to get more info
REVIEW OF ACCOUNTS
A. Frequency and Nature of Review of Client Accounts or Financial Plans. PointState’s Chief Executive Officer, President, portfolio managers and research associates review the accounts of the PointState Funds and the portfolios contained therein on a frequent and regular basis. Such reviews include, but are not limited to, account risk and performance attribution; asset class, investment theme and individual position analysis; portfolio and individual position liquidity analysis; gross and net exposures (in the aggregate and broken down by geography, sector and asset class); market volatility and correlation analysis; and currency, commodity, credit and counterparty risk analysis. B. Factors Prompting Review of Client Accounts Other than a Periodic Review. A review of a client account may be triggered by any unusual activity or special circumstances. C. Content and Frequency of Account Reports to Clients. PointState generally provides annual audited financial statements and tax reports within (i) 90 days after the end of each fiscal year to investors in the Funds and the PointBridge Funds and (ii) 120 days after the end of each fiscal year to investors in the PointArgentum Funds. Investors in the PointState Funds generally also receive monthly unaudited statements setting forth the investor’s estimated capital account balance or the estimated net asset value of the investor’s shares (as applicable), as well as weekly performance updates. PointState may provide an investor with information on a more frequent and detailed basis if agreed to by PointState and such investor. Additional information about matters addressed in Item 13 (Review of Accounts) can be found in the Offering Memorandum and constituent documents of the relevant PointState Fund. please register to get more info
CLIENT REFERRALS AND OTHER COMPENSATION
A. Economic Benefits for Providing Services to Clients. PointState does not receive economic benefits from non-clients for providing investment advice and other advisory services. B. Compensation to Non-Supervised Persons for Client Referrals. Neither PointState nor any related person directly or indirectly compensates any person who is not a supervised person, including placement agents, for client referrals. Any such arrangements in the future will be entered into consistent with applicable regulatory requirements, including the disclosure to the prospective client of the arrangement at the time of the solicitation. However, PointState may receive client referrals from brokers providing services to the PointState Funds, subject to PointState’s obligation to seek best execution for transactions of the PointState Funds. See Item 12 (Brokerage Practices) above. please register to get more info
CUSTODY
PointState is deemed to have custody of the funds and securities of the PointState Funds because it has the authority to obtain client funds or securities, for example, by deducting advisory fees from a client’s account or otherwise withdrawing funds from a PointState Fund’s account. Account statements related to the PointState Funds are sent by qualified custodians to PointState. However, the investors of the PointState Funds will not receive statements from the qualified custodians. PointState is subject to Rule 206(4)-2 under the Investment Advisers Act of 1940, as amended (the “Custody Rule”). However, it is not required to comply (or is deemed to have complied) with certain requirements of the Custody Rule with respect to each PointState Fund because, among other things, it complies with the provisions of the so-called “Pooled Vehicle Annual Audit Exception,” which, among other things, requires that each PointState Fund be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and requires that each PointState Fund distribute its audited financial statements to all investors within 120 days of the end of its fiscal year. please register to get more info
INVESTMENT DISCRETION
PointState’s investment decisions and advice with respect to each PointState Fund are subject to each PointState Fund’s investment objectives and guidelines, as set forth in such PointState Fund’s Offering Memorandum and/or organizational documents. PointState or an affiliate of PointState has entered into an investment management or similar agreement with each client, pursuant to which PointState or an affiliate of PointState has been granted discretionary trading authority. PointState intends to allocate any investment opportunities among the various funds and accounts (including the PointState Funds and the Other Accounts) under the management of PointState in a manner deemed by the PointState Group to be fair and equitable. A determination as to whether a particular investment opportunity is appropriate for a particular client will take into account factors that the PointState Group determine in good faith to be relevant. Investment opportunities appropriate for more than one client will generally be allocated pro rata based on the relative amount of buying power (which takes into account leverage) of such clients after taking into account the “target allocation” to a particular strategy, geography, sector or other relevant characteristics of the subject opportunity, including, without limitation, (i) the investment focus, objectives, guidelines or restrictions of such client; (ii) the current portfolio composition of such client; (iii) the need for cash to satisfy redemption requests or other obligations; (iv) tax considerations; (v) the need to bring such client in compliance with its investment guidelines and/or internal risk policies; (vi) whether such opportunity would be de minimis for such client; (vii) cash balances, liquidity and other operational factors, including those inherent at the inception of a client, or at the time of acceptance of a significant inflow of investor capital by a client, in each case, until the applicable subscription proceeds have been invested or substantially invested; and (viii) on the basis of such other then-current factors that the PointState Group deems appropriate to consider under the circumstances. Furthermore, the PointState Funds may invest in Financial Instruments on a side-by-side basis with certain Other Accounts. In circumstances where such Financial Instruments are capacity-constrained, such side- by-side arrangements may limit the size of investment the PointState Funds can make in such Financial Instruments. The PointState Group may acquire and/or dispose of Financial Instruments held by a PointState Fund either prior to or subsequent to the acquisition and/or disposition of the same or similar Financial Instruments held by any other PointState Fund and/or any Other Accounts. Any such difference in the timing of the acquisition and/or disposition of such Financial Instruments may have detrimental effects on the performance of such PointState Fund. The PointState Group may also expose a PointState Fund to any investment opportunity as it relates to any Financial Instruments in an entirely different degree (by way of example only, in terms of currency exposure, capital exposure, derivative exposure and leverage) than that to which any other PointState Fund and/or any Other Accounts are exposed to such investment opportunity. As a result of some or all of the foregoing, the performance results as between a PointState Fund and any other PointState Fund and/or any Other Accounts, even as they relate to the Financial Instruments in which both such PointState Fund and any such other PointState Fund and/or Other Accounts invest, may vary to the detriment of the investors in such PointState Fund, and such variation may be significant. please register to get more info
VOTING CLIENT SECURITIES
In compliance with Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended, PointState is committed to voting proxies in a manner that serves the best interests of the PointState Funds, as determined by PointState in its discretion. In general, PointState seeks to be a trader of securities without seeking to influence or control company operations or activities. Procedures and Guidelines PointState has determined that the most efficient and effective method in which to vote is through the engagement of an independent third-party proxy voting service, Glass Lewis & Co., LLC (“Proxy Service”). Proxy Service voting recommendations are based on an “economic value” analysis. Generally, PointState votes in accordance with the recommendations of the Proxy Service. However, PointState retains the authority to vote, has not delegated such authority to the Proxy Service or any other party and may vote against any Proxy Service recommendation if it determines that doing so is in the best interests of the relevant client and otherwise consistent with its policy. Conflicts of Interest Voting in accordance with the recommendations of the Proxy Service will generally reduce the risk of conflicts of interest arising in connection with voting client securities. However, a potential conflict of interest may, nonetheless, exist in connection with the decision as to whether to follow a Proxy Service’s recommendation related to a proxy solicited by an issuer with which PointState or any PointState Personnel has or had a business or personal relationship that may be affected by such decision and/or the related vote. In order to resolve any such potential conflict, PointState requires that, prior to deciding to depart from a Proxy Service recommendation, anyone involved in the decision-making process will be required to disclose any actual, potential or appearance of conflict to PointState’s General Counsel or Chief Compliance Officer. Disclosure Investors in PointState Funds may contact PointState in order to obtain information on how PointState voted such PointState Fund’s proxies and may request a copy of PointState’s Proxy Voting Policies and Procedures. If an investor requests this information, PointState will prepare a written response to the investor that lists, with respect to each voted proxy about which the investor has inquired: (1) the name of the issuer, (2) the proposal voted upon and (3) how PointState voted the proxy. please register to get more info
FINANCIAL INFORMATION
PointState is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to clients and has not been the subject of a bankruptcy petition at any time during the past ten years.
ITEM 19
REQUIREMENTS FOR STATE-REGISTERED ADVISERS
Not applicable. please register to get more info
Open Brochure from SEC website
Assets | |
---|---|
Pooled Investment Vehicles | $8,128,339,315 |
Discretionary | $8,128,339,315 |
Non-Discretionary | $ |
Registered Web Sites
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