StemPoint Capital LP (“StemPoint Capital” or the “Firm”), a Delaware limited
partnership, was formed by Managing Partners Michelle Ross (the “Key Person”) and
Sean Tan. StemPoint Capital is located in New York, New York. The Firm
commenced operations as an investment adviser on January 1, 2023.
StemPoint Capital LP is an investment management firm that operates as a private
investment manager that provides advisory services to high-net-worth individuals and
institutional investors through privately-offered, pooled investment vehicles or
through separately managed account agreements discussed below. StemPoint Capital
Fund LP, a Delaware limited partnership (the “Domestic Feeder”) and StemPoint
Capital Offshore Fund Ltd, a Cayman Island limited company (the “Offshore Feeder”
and together with the Domestic Feeder, the “Feeder Funds”) are organized as part of a
“master-feeder” structure and invest substantially all of their investable assets in
StemPoint Capital Master Fund LP, a Cayman Islands exempted limited partnership
(the “Master Fund”). The general partner of the Domestic Feeder and the Master Fund
is StemPoint Capital GP LLC, a Delaware limited liability company (the “General
Partner”). The General Partner has delegated to StemPoint Capital responsibility for
managing the assets of the Domestic Feeder Fund and the Master Fund. Michelle
Ross founded and controls both StemPoint Capital and the General Partner and serves
as the Chief Investment Officer of StemPoint Capital.
The General Partner is subject to the Advisers Act pursuant to StemPoint Capital’s
investment adviser registration in accordance with SEC guidance. This brochure also
describes the business practices of the General Partner, which operates as a single
advisory business together with StemPoint Capital.
The Master Fund’s investment objective is to earn an attractive return on capital by
pursuing a long/short equity investment strategy. The Master Fund will focus on the
healthcare sector, which includes pharmaceuticals, biotechnology and life sciences,
and other related sub-sectors. Typically, the Master Fund’s overall portfolio will be
long-biased.
The Master Fund invests in equity securities (including equity-linked or index-linked
derivatives) but may also invest in a broad range of financial instruments, including
exchange traded and over-the-counter equity securities, bonds, convertible bonds,
preferred stocks, warrants, bank debt and credit default swaps. Further, the Master
Fund may invest in securities on both the secondary and new issue markets.
The Firm tailors its advisory services to each Fund it manages in accordance with the
terms of the relevant offering memorandum or mandate for such Fund, as applicable.
Investors in the Funds generally cannot obtain services tailored to their individual
specific needs.
StemPoint Capital does not participate in, nor does it sponsor, wrap fee programs.
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Strategic Investor
StemPoint Capital, the General Partner and the Key Person have entered into agreements
(collectively, the “Strategic Agreements”) with a significant initial investor (the
“Strategic Investor”) in connection with the Strategic Investor investing in a separately
managed account managed by StemPoint Capital (“Strategic Investor SMA”), which
invests on a pari passu basis with the investments of the Master Fund, subject to certain
investment restrictions of the Strategic Investor, in return for management and incentive
fees. Under the Strategic Agreements, the Strategic Investor is entitled to more favorable
information rights in respect of the Master Fund’s
portfolios, “most favored nations”
rights and certain other rights that differ materially from those available to investors in
the Feeder Funds.
The Strategic Agreements also grant an affiliate of the Strategic Investor the right,
subject to certain conditions, to receive a portion of the gross operating revenue of
StemPoint Capital and its affiliates attributable to any investment fund, managed account
or other investment product or service established, managed or provided by StemPoint
Capital or its affiliates. The Strategic Agreements grant such affiliate of the Strategic
Investor certain approval or consent rights with respect to StemPoint Capital, the General
Partner, the Feeder Funds and the Master Fund, and as a result, StemPoint Capital and
the General Partner may be unable to take certain actions, including with respect to the
Feeder Funds and the Master Fund, that they otherwise would pursue in the absence of
the aforementioned approval or consent rights.
StemPoint Capital has also entered into (i) a placement agreement with an affiliate of the
Strategic Investor pursuant to which the affiliate will identify and introduce potential
investors to the Feeder Funds at no additional cost other than expense reimbursements to
be paid jointly and severally by StemPoint Capital, the Feeder Funds and the Feeder
Funds’ general partners as well as certain indemnification rights, (ii) a service agreement
with an affiliate of the Strategic Investor pursuant to which the affiliate provides facilities
services in return for a fixed rent paid by StemPoint Capital, (iii) an outsourced trading
services agreement with an affiliate of the Strategic Investor pursuant to which
StemPoint Capital maintains an executing broker arrangement with the affiliate in
exchange for commissions and other transaction costs, (iv) a client commission
agreement with an affiliate of the Strategic Investor pursuant to which StemPoint Capital
may accumulate commission credits, which could be used to make payments to third
parties from which StemPoint Capital receives services or products or soft dollar benefits
and (v) a capital introduction services program through which an affiliate of the Strategic
Investor introduces StemPoint Capital to potential investors without charging a separate
fee.
The Strategic Investor is not affiliated with StemPoint Capital, the General Partner or
their respective affiliates. The Strategic Investor is not a sponsor of the Master Fund or
the Feeder Funds. The Strategic Investor will not have any responsibilities with
respect to StemPoint Capital, the General Partner or their respective affiliates or with
respect to the Master Fund or the Feeder Funds and will not exercise any control over
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the day-to-day investment decisions of such Funds. The Strategic Investor owes no
duty to the Master Fund or the Feeder Funds or their investors and may act solely in its
own interest in exercising its rights with respect to its investments and the agreements
referenced above (including the Strategic Agreements).
In addition to the Strategic Investor SMA, StemPoint Capital has also entered into an
investment sub-advisory agreement with a third-party manager (the “Sub-Advisory
Agreement”), under which StemPoint Capital provides discretionary investment
advisory services to a segregated portfolio company of one of the third-party
manager’s private investment funds (the “Segregated Portfolio”) in accordance with
the investment strategy selected by the third-party manager.
As of December 31, 2023, StemPoint Capital had approximately $440 million in
regulatory assets under management.