Private company
PointState Capital LP
Limited partnership registered in the United States, active since 2010. Summary from the record
Last updated Oct 21, 2026.
Overview
- HeadquartersNew York, United States2
- Legal formLimited Partnership2
- Kind of organizationLimited partnership2
- LEIX7XSLNG0J1UB67QYMB352
- StatusActive2
- LEI statusIssued and current2
- Registered addressC/O CORPORATION SERVICE COMPANY, 19808 Wilmington, United States2
- Registered withDivision of Corporations, Department of State, 48913982
Corporate structure
PointState Capital LP sits at the top of its group. 13 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of PointState Capital LP
- Zachary Jared Schreiber Owns 75% or more of Pointstate, since 10/2010 (Form ADV)
- PointState Capital LP New York, New York, United States
- Bluescape Opportunities Acquisition Corp. Stake · Dallas, Texas
- FLYEXCLUSIVE INC. Stake · Kinston, North Carolina
- Knight-Swift Transportation Stake · Phoenix, Arizona, United States
- Lumentum (United States) Stake · Milpitas
- NEXTNAV INC. Stake · Reston, Virginia
- PG&E Corporation Stake · Oakland, California, United States
- Samsara Stake · St Julian'S, Malta
- StubHub Holdings, Inc. Stake · San Francisco, California, United States
- Waverley Capital Acquisition Corp. 1 Stake · George Town, Cayman Islands
- WESCO International Stake · Pittsburgh, Pennsylvania, United States
- POINTSTATE FUND LP Fund · New York, New York, United States
- SteelMill Master Fund LP Fund · New York, New York, United States
Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); stakes of 5% or more it reported on Schedules 13D and 13G (10 companies); owners and owned firms from Form ADV, the registration investment advisers file with the SEC. Each entity in the chart links to its source.
Investment adviser
PointState Capital LP is registered with the SEC as an investment adviser. This is what it reports on Form ADV, the registration every adviser files and keeps current.
- Assets it manages$12.0B3 19 accounts, all with discretion
- Employees41 19 in investment advice or research
- ClientsPooled investment vehicles (other than investment companies and: 19 ($12.0B)
- How it is paidA percentage of assets under its management; Performance-based fees
- What it doesPortfolio management for pooled investment vehicles (other than investment companies)
- Holds client assetsYes: cash and securities
- RegistrationSEC 801-74127, CRD 161110 IAPD record
Who owns it
Owners of 5% or more as the firm lists them (Schedule A), and the owners of those owners up the chain (Schedule B).
- Zachary Jared Schreiberowns 75% or more of POINTSTATE, since 10/2010
Disciplinary record
The firm answered yes to 1 of the disciplinary questions on Form ADV (Item 11). A yes can concern the firm itself or an affiliate.
- Any self-regulatory organization or commodities exchange has found the firm or an advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor rule violation" under a plan approved by the SEC).
Each event as the firm describes it on its Disclosure Reporting Pages:
NEW YORK MERCANTILE EXCHANGE ("NYMEX") · May 24, 2016 · fine $35,000 · final
Allegations: EXECUTION OF EXCHANGE FOR RELATED POSITION ("EFRP") TRANSACTIONS IN WHICH THE RELATED POSITIONS WERE TRANSITORY IN NATURE AND THEREFORE NON-BONA FIDE.
Sanction: Civil and Administrative Penalt(ies) /Fine(s)
How it ended: Settled
Detail: A $35,000 FINE WAS PAID BY THE ADVISER ON JUNE 1, 2016. NO PORTION WAS WAIVED.
Summary: ON MAY 24, 2016, A PANEL OF THE NYMEX BUSINESS CONDUCT COMMITTEE FOUND THAT ON JANUARY 5, 2015 AND MARCH 3, 2015, THE ADVISER VIOLATED NEW YORK MERCANTILE EXCHANGE ("NYMEX") RULE 538.C BY EXECUTING SEVERAL EXCHANGE FOR RELATED POSITION ("EFRP") TRANSACTIONS IN VARIOUS ENERGY PRODUCTS IN WHICH THE RELATED POSITION FOR EACH TRANSACTION WAS OFFSET TO AVOID MATERIAL RISK. AN OFFER OF SETTLEMENT WAS APPROVED BY A PANEL OF THE NYMEX BUSINESS CONDUCT COMMITTEE ON MAY 24, 2016, IN WHICH THE ADVISER NEITHER ADMITTED NOR DENIED THE RULE VIOLATIONS ON WHICH THE PENALTY WAS BASED. ON JUNE 1, 2016, THE ADVISER PAID IN FULL A FINE OF $35,000 IN CONNECTION WITH THE SETTLEMENT.
Resolved: May 24, 2016
CHICAGO MERCANTILE EXCHANGE ("CME") · Jun 1, 2016 · fine $15,000 · final
Allegations: EXECUTION OF AN EXCHANGE FOR REALTED POSITION ("EFRP") TRANSACTION IN WHICH THE RELATED POSITION WAS TRANSITORY IN NATURE AND THEREFORE NON-BONA FIDE.
Sanction: Civil and Administrative Penalt(ies) /Fine(s)
How it ended: Settled
Detail: A $15,000 FINE WAS PAID BY THE ADVISER ON JUNE 6, 2016. NO PORTION WAS WAIVED.
Summary: ON JUNE 1, 2016, A PANEL OF THE CME BUSINESS CONDUCT COMMITTEE FOUND THAT ON JUNE 30, 2015, THE ADVISER VIOLATED EXCHANGE RULE 538.C BY EXECUTING AN EXCHANGE FOR RELATED POSITION ("EFRP") TRANSACTION IN WHICH THE RELATED POSITION TRANSACTION WAS ESTABLISHED AND OFFSET WITHOUT THE INCURRENCE OF MARKET RISK. AN OFFER OF SETTLEMENT WAS APPROVED BY A PANEL OF THE CME BUSINESS CONDUCT COMMITTEE ON JUNE 1, 2016, IN WHICH THE ADVISER NEITHER ADMITTED NOR DENIED THE RULE VIOLATION ON WHICH THE PENALTY WAS BASED. ON JUNE 6, 2016, THE ADVISER PAID IN FULL A FINE OF $15,000 IN CONNECTION WITH THE SETTLEMENT. No Information Filed
Resolved: Jun 1, 2016
In its own words: the client brochure
Form ADV Part 2A, the plain-English document an adviser must give its clients, quoted as filed 3/31/2026.4 It covers the firm’s services, fees, investment strategies and their risks, and its conflicts of interest.
Item 4: Advisory business Services
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 the principal owner of PointState Capital LP. B.
Description of Advisory Services. 1.
Advisory Services.
PointState Capital LP and its “Relying Advisers,” PointState Argentum LLC, PSC LV LLC and PointState Season 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 of 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) PointArgentum Fund LP, a Delaware, United States of America, limited partnership (“PointArgentum Onshore”); (4) 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”); (5) PSF LD LLC, a Delaware, United States of America, limited liability company (the “Onshore SPV”); (6) STM LCB LLC, a Cayman Islands limited liability company (the “Offshore Feeder SPV”), which invests substantially all of its investable capital primarily through STM LC LLC, a Cayman Islands limited liability company managed by PointState (the “Offshore SPV” and, together with the Onshore SPV and the Offshore Feeder SPV, the “SPVs”); and (7) PointSeason Fund LP, a Delaware, United States of America, limited partnership (“PointSeason Onshore”), which invests all of its investable capital through PointSeason Master Fund LP, a Cayman Islands exempted limited partnership managed by PointState (“PointSeason Master Fund” and, together with PointSeason Onshore, the “PointSeason Funds”); (8) PointSeason Fund II LP, a Delaware, United States of America, limited partnership (“PointSeason II Onshore”); (9) PointSeason Offshore Fund II LP, a Cayman Islands exempted limited partnership (“PointSeason II Offshore”), which together with PointSeason II Onshore, invests all of its investable capital through PointSeason Master Fund II LP, a Cayman Islands exempted limited partnership managed by PointState (“PointSeason Master Fund II” and, together with PointSeason Onshore II and PointSeason Offshore II, the “PointSeason II Funds”); (10) PointSeason Offshore Fund III LP, a Cayman Islands exempted limited partnership (“PointSeason III
Offshore”), which invests all of its investable capital through PointSeason Master Fund III LP, a Cayman Islands exempted limited partnership managed by PointState (“PointSeason Master Fund III” and, together with PointSeason Offshore III, the “PointSeason III Funds”); (11) PointSeason Fund IV LP, a Delaware, United States of America, limited partnership (“PointSeason IV Onshore”); (9) PointSeason Offshore Fund IV LP, a Cayman Islands exempted limited partnership (“PointSeason IV Offshore”), which together with PointSeason IV Onshore, invests all of its investable capital through PointSeason Master Fund IV LP, a Cayman Islands exempted limited partnership managed by PointState (“PointSeason Master Fund IV” and, together with PointSeason Onshore IV and PointSeason Offshore IV, the “PointSeason IV 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”, the SPVs, the PointSeason Funds, the PointSeason II Funds, the PointSeason III Funds, and the PointSeason IV Funds) and provides information to prospective investors about each 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 (other than the SPVs) may co-invest with third parties through joint ventures or other entities. Affiliates of PointState serve as the general partner or managing member, as applicable, of each PointState Fund (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 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 and relative value investing. The PointArgentum Funds invest principally in Argentine Financial Instruments and may also invest in other Financial Instruments issued by issuers in other jurisdictions. The SPVs hold participations in certain assets of the Funds that have limited liquidity or that PointState otherwise determined should be held in the SPVs (the “Retained Assets”), representing the pro rata share of the Retained Assets attributable to all investors that withdrew or redeemed, as applicable, from the Funds as of December 31, 2019 and subsequent applicable withdrawal or redemption dates, as applicable (the “Withdrawing Investors”). The Retained Assets will be liquidated over time and interests or shares, as applicable, in the SPVs will entitle each Withdrawing Investor to its proportionate share of the net proceeds received upon the liquidation of the Retained Assets.
The PointSeason Funds, the PointSeason II Funds, the PointSeason III Funds and the PointSeason IV Funds invest in a particular company that operates in the secondary ticketing market. 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, 2025, PointState had approximately $11,975,930,864 of regulatory assets under management on a discretionary basis. As of December 31, 2025, 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.
Item 5: Fees and compensation Fees
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 (excluding the PointArgentum Funds, the PointSeason Funds, the PointSeason II Funds, the PointSeason III Funds and the PointSeason IV Funds) pays PointState a monthly management fee, payable in arrears, at an annual rate of between 0.5% and 2.0% of its respective net asset value. A management fee is no longer payable in the case of the PointArgentum Funds. The PointSeason Funds, the PointSeason II Funds, the PointSeason III Funds and the PointSeason IV Funds pay PointState a quarterly management fee, payable in advance, at an annual rate of 1.0% of the cost basis of investments held by the PointSeason Funds, the PointSeason II Funds, the PointSeason III Funds and the PointSeason IV Funds. 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 SPVs 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% (for “non-electing investors,” 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% (for “electing investors”) or a sliding scaling from 20% to 17% (for “non-electing investors,” depending on the year in which such profits are realized) of total profits, and 20% (for “electing investors”) or a sliding scaling from 20% to 17% (for “non-electing investors,” depending on the year in which such profits are realized) of any additional profits thereafter. In respect of the PointSeason Funds, the applicable General Partner Entity will not be entitled to any carried interest until investors have received their capital contribution. Once this amount is returned, the applicable General Partner Entity will be entitled to 15% of any profits thereafter. In respect of the PointSeason II Funds, the PointSeason III Funds, and the PointSeason IV Funds, the applicable General Partner Entity will not be entitled to any carried interest until investors have received their capital contribution. Once this amount is returned, the applicable General Partner Entity will be entitled to 10% of any 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, PointArgentum Onshore, PointArgentum Master Fund, the Onshore SPV, the Offshore SPV, the PointSeason Funds, PointSeason II Funds, PointSeason III Funds and PointSeason IV Funds) and the applicable board of directors (with respect to the performance fee payable by the Offshore Fund, PointArgentum Offshore, the Offshore Feeder SPV, PointSeason Funds, PointSeason II Funds, PointSeason III Funds and PointSeason IV Funds), 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, interest expense, fees and expenses of trade execution platforms and costs of leasing or acquiring membership to applicable exchanges and the fees relating thereto); professional fees (including expenses of consultants, investment bankers, attorneys, accountants and other experts) relating to investments; third-party research costs and market data expenses (including quotation and market data services (e.g., Bloomberg)); administrative expenses, including fees and expenses related to fund administration services; expenses relating to the client’s registered office and corporate services provider; legal expenses (which include, without limitation, legal expenses associated with 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, including investment activities or counterparty relationships and expenses relating to any independent committee); accounting and valuation expenses, including data feeds to value portfolios and costs and expenses in connection with determining and calculating net asset values; audit 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; entity-level taxes; corporate licensing; regulatory expenses (including costs and expenses associated with regulatory compliance obligations, regulatory filings made in connection with the clients’ holdings or investment 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 or co-investors), 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, and any legal and compliance expenses incurred in connection with the engaging and use of such service providers or services (all of which PointState considers research and market data expenses); (iv) 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 the Foreign Account Tax Compliance Act (“FATCA”) and 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 (except as specifically allocated to individual investors) or other charges, including VAT and export taxes, 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 regulatory compliance obligations, including 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 third-party class action services and proxy agent services, including proxy research, proxy voting and the preparation and filing of Form N-PX; (xi) 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); (xii) 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 (xiii) 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 (to the extent not borne by coinvestors) and wind-up and liquidation expenses (all of which PointState considers organizational expenses and/or legal expenses).
Item 8: Methods of analysis, investment strategies and risk of loss Investment strategies and risks
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 and Digital Assets (as defined below); 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 Digital Asset Derivatives (as defined below); 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 generally ultimately bear the fees to be paid by the Funds to any such Money Manager in connection with any such investment, generally through a waiver or offset of: (i) the management fees owed to it by an amount equal to the management or similar fees paid or borne by the Funds in connection with such investment (or, if the management fees owed to it are less than such management or similar fees, of any future management fees subsequently payable to it); and (ii) any incentive allocation then owed to it (or, if no incentive allocation is then owed, by any future incentive allocation subsequently owed to it) by an amount equal to the performance compensation paid or borne by the Funds in connection with such investment. As a result, it is possible that the Funds may never receive the economic benefit of the mechanism described in the immediately preceding sentence or may receive it later, perhaps significantly, than the time at which it bears the fees and performance compensation payable or allocable to any such Money Manager in connection with any such investment. 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, Information Technology, Health Care, Financials, Consumer Discretionary, Communication Services, Industrials, Consumer Staples, Energy, Utilities, Real Estate, and Materials, as well as equity derivative instruments that create exposure to any (or all) of the foregoing. 1 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 fixedincome 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. 1 The terms “Information Technology”, “Health Care”, “Financials”, “Consumer Discretionary”, “Communication Services”,
“Industrials”, “Consumer Staples”, “Energy”, “Utilities”, “Real Estate”, and “Materials” are each defined by the Global Industry Classification Standard “GICS”. GICS definitions are available here: https://www.msci.com/our-solutions/indexes/gics.
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.
Item 7: 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.
Item 6: Performance-based fees and side-by-side management Conflicts of interest
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. Please see Item 16 (Investment Discretion) for additional information regarding allocation of investments. 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, PointArgentum Onshore, PointArgentum Master Fund, the SPVs, the PointSeason Funds, the PointSeason II Funds, the PointSeason III Funds and the PointSeason IV Funds) and the applicable board of directors (with respect to the performance fee payable by the Offshore Fund and PointArgentum Offshore) may elect to, and in some circumstances have elected 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, the PointSeason Funds, the PointSeason II Funds, the PointSeason III Funds and the PointSeason IV 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.
Item 10: Other financial industry activities and affiliations Conflicts of interest
and constituent documents of the relevant PointState Fund.
Item 11: Code of ethics, participation or interest in client transactions and personal trading Conflicts of interest
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 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 transactions 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) investment grade municipal Financial Instruments, (b) annuities, (c) precious metals (i.e., physical gold or silver), (d) 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, (e) 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, (f) purchases of covered Financial Instruments pursuant to an automatic investment plan, (g) 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, (h) purchases and sales of direct investments in Cryptocurrencies (as defined below), and (i) transactions in shares of exchange-traded funds (“ETFs”) and exchange-traded notes (“ETNs”) that reference a broad-based index (e.g., S&P 500), a volatility index, currency or currencies, or a commodity or commodity index. The second exception is for certain types of transactions that may be permitted, but only after preapproval 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; (b) transactions in shares of certain ETFs and ETNs (other than those that reference a broad-based index (e.g., S&P 500), a volatility index, currency or currencies, or a commodity or commodity index, which do not require pre-approval); and (c) 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 (10) 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, 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 that 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 that 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.
All gifts to and entertainment of any domestic or foreign government official or instrumentality must be pre-approved by the 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 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. 5.
Cryptocurrency Trading.
PointState has adopted policies and procedures regarding the trading of any virtual currency (e.g., bitcoin, ethereum, litecoin, etc.) or digital representation of value that functions as a medium of exchange, a unit of account, and/or a store of value that does not have indicia of being a security under the federal securities laws (“Cryptocurrency”) by PointState Personnel. Purchases and sales of direct investments in Cryptocurrency are not required to be precleared with or reported to PointState’s Chief Compliance Officer. Trading by PointState Personnel in Cryptocurrencies and securities and issuers that derive a substantial portion of their revenue from activities related to Cryptocurrencies is subject to the following guidelines:
PointState Personnel may not acquire beneficial ownership of any Cryptocurrencies offered in connection with an initial coin offering;
PointState Personnel may not purchase or sell virtual coin futures or options; and
Investments by PointState Personnel in Cryptocurrency-related entities (e.g., entities deriving a substantial amount of revenue therefrom) or funds investing primarily in Cryptocurrency are permitted but must be pre-cleared prior to investment and reported in the Initial Holdings Report, Quarterly Personal Securities Transactions Report, and Annual Holdings Report.
PointState Personnel should consult with PointState’s compliance department with regard to whether a particular interest is a Cryptocurrency for purposes of the Code. The Chief Compliance Officer may grant exceptions to this prohibition on a case-by-case basis and such exceptions may be conditioned on compliance with certain requirements. 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.
Item 12: Brokerage practices Conflicts of interest
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, financial stability of the broker, the actual executed price of the security and the broker's commission rates, research (including economic forecasts, investment strategy advice, fundamental and technical advice on individual securities, valuation advice and market analysis), custodial and other services provided by such brokers and/or dealers that are expected to enhance PointState's general portfolio management capabilities, the size and type of the transaction, the difficulty of execution and the ability to handle difficult trades, the operational facilities of the brokers and/or dealers involved (including back office efficiency), and the ability to handle a block order for securities and distribution capabilities, 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 meets at least annually. 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 include: 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 Funds. PointState’s Best Execution Committee meets on at least an annual 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.
Item 14: Client referrals and other compensation Conflicts of interest
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.
Item 9: 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.
ITEM 10 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 brokerdealer. 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 Gerald Ruggieri, Head of Investor Relations, are registered with the NFA as associated persons and principals of PointState. Alfred Barbagallo, General Counsel, Zachary Klensch, 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 Advisers,” PointState Argentum LLC, PSC LV LLC and PointState Season LLC, serve 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. 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. PointState reviews such relationships to identify and address
any conflicts. If such service affords any payment or compensation, the treatment of such compensation or benefit must comply with the terms of the relevant PointState Funds’ governing documents. 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 is 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 13: Review of accounts
Frequency and Nature of Review of Client Accounts or Financial Plans.
PointState’s Chief Investment Officer 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) ninety (90) days after the end of each fiscal year to investors in the Funds and (ii) one hundred-twenty (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 from time to time provides certain investors with information on a more frequent and detailed basis if agreed to by PointState and such investors. 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.
Item 15: 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 one hundred-twenty (120) days of the end of its fiscal year.
Item 16: 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 sideby-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.
Item 17: 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, the relevant investment professional(s) 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.
Item 18: 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 (10) years.
Timeline
- Oct 29, 2010Founded PointState Capital LP is founded2
Filings
24 filings to the SEC since October 2021: 24 other. The latest 20:
- Aug 14, 202613F-HR EDGAR
- Jul 24, 2026N-PX EDGAR
- May 15, 202613F-HR EDGAR
- Feb 17, 202613F-HR EDGAR
- Nov 14, 202513F-HR EDGAR
- Aug 14, 202513F-HR EDGAR
- Jul 25, 2025N-PX EDGAR
- May 15, 202513F-HR EDGAR
- Feb 14, 202513F-HR EDGAR
- Nov 14, 202413F-HR EDGAR
- Aug 27, 2024N-PX EDGAR
- Aug 14, 202413F-HR EDGAR
- May 15, 202413F-HR EDGAR
- Feb 14, 202413F-HR EDGAR
- Nov 14, 202313F-HR EDGAR
- Aug 14, 202313F-HR EDGAR
- May 15, 202313F-HR EDGAR
- Feb 14, 202313F-HR EDGAR
- Nov 10, 202213F-HR EDGAR
- Aug 12, 202213F-HR/A EDGAR
The 24 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Stakes it holds
PointState Capital LP has told the SEC it owns more than 5% of 10 companies, latest first (Schedules 13D and 13G).
- Knight-Swift TransportationSCHEDULE 13G Oct 13, 20265
- PG&E CorporationSCHEDULE 13G Sep 4, 20266
- StubHub Holdings, Inc.SCHEDULE 13G/A Oct 10, 2025 to Aug 14, 20267
- NEXTNAV INC.SCHEDULE 13G May 21, 20268
- Lumentum (United States)SCHEDULE 13G/A Feb 28, 2025 to Aug 14, 20259
- WESCO InternationalSCHEDULE 13G/A Aug 9, 2024 to Aug 14, 202510
- FLYEXCLUSIVE INC.SC 13G/A Feb 11, 2022 to Feb 14, 202311
- SamsaraSC 13G/A Dec 23, 2021 to Feb 14, 202312
- Waverley Capital Acquisition Corp. 1SC 13G/A Feb 14, 202313
- Bluescape Opportunities Acquisition Corp.SC 13G/A Feb 11, 202214
Sources
The numbers on this page point here. Each one links to the record it came from.
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