52524 Federal Register / Vol. 86, No. 180 / Tuesday, September 21, 2021 / Notices 

1The Commission issued a notice of application 

on August 26, 2021, Release No. IC–34365 

(‘‘Notice’’). Due to a clerical error, the Notice was 

not published in the Federal Register and, 

therefore, the Commission is now publishing this 

notice in the Federal Register. 

2 If a General Partner or Investment Adviser is 

registered under the Investment Advisers Act of 

1940 (‘‘Advisers Act’’), the Incentive Fee payable to 

it by a Fund will be pursuant to an arrangement that 

complies with rule 205–3 under the Advisers Act. 

All or a portion of the Incentive Fee may be paid 

to individuals who are officers, employees or equity 

holders of the Investment Adviser or its affiliates. 

If the General Partner or Investment Adviser is not 

required to register under the Advisers Act, the 

Incentive Fee payable to it will comply with section 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34365A; 813–00393] 

Point72 Employee Investment Fund, 

L.P. and Point72 Asset Management, 

L.P. 

September 15, 2021. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of application for an order 

under sections 6(b) and 6(e) of the 

Investment Company Act of 1940 (the 

‘‘Act’’) granting an exemption from all 

provisions of the Act and the rules and 

regulations thereunder, except sections 

9, 17, 30, and 36 through 53 of the Act, 

and the rules and regulations 

thereunder (the ‘‘Rules and 

Regulations’’). With respect to sections 

17(a), (d), (e), (f), (g) and (j) and 30(a), 

(b), (e), and (h) of the Act, and the Rules 

and Regulations, and rule 38a–1 under 

the Act, the exemption is limited as set 

forth in the application. 

SUMMARY OF APPLICATION: Applicants 

request an order to exempt certain 

limited partnerships, limited liability 

companies, business trusts or other 

entities (‘‘Funds’’) formed for the benefit 

of eligible employees of Point72 Asset 

Management, L.P. (‘‘Point72’’) and its 

affiliates from certain provisions of the 

Act. Each series of a Fund will be an 

‘‘employees’ securities company’’ 

within the meaning of section 2(a)(13) of 

the Act.1

APPLICANTS: Point72 Employee 

Investment Fund, L.P. and Point72 

Asset Management, L.P. 

FILING DATES: The application was filed 

on September 28, 2018 and amended on 

July 21, 2020, and June 16, 2021. 

HEARING OR NOTIFICATION OF HEARING: 

An order granting the requested relief 

will be issued unless the Commission 

orders a hearing. Interested persons may 

request a hearing by emailing the 

Commission’s Secretary at SecretarysOffice@sec.gov and serving applicants 

with a copy of the request by email. 

Hearing requests should be received by 

the Commission by 5:30 p.m. on 

October 12, 2021, and should be 

accompanied by proof of service on the 

applicants, in the form of an affidavit or, 

for lawyers, a certificate of service. 

Pursuant to rule 0–5 under the 1940 

Act, hearing requests should state the 

nature of the writer’s interest, any facts 

bearing upon the desirability of a 

hearing on the matter, the reason for the 

request, and the issues contested. 

Persons who wish to be notified of a 

hearing may request notification by 

emailing the Commission’s Secretary at 

Secretarys-Office@sec.gov. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. Applicants: 

Jessica Forbes, Esq. Jessica.Forbes@

friedfrank.com. 

FOR FURTHER INFORMATION CONTACT: 

Bruce R. MacNeil, Senior Counsel, at 

(202) 551–6817, or Nadya Roytblat, 

Assistant Director, at (202) 551–6825 

(Division of Investment Management, 

Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

website by searching for the file 

number, or for an applicant using the 

Company name box, at http://

www.sec.gov/search/search.htm or by 

calling (202) 551–8090. 

Applicants’ Representations 

1. Point72 Asset Management. L.P. 

and its ‘‘affiliates,’’ as defined in rule 

12b–2 under the Securities Exchange 

Act of 1934 (the ‘‘Exchange Act’’) 

(collectively, ‘‘Point72,’’ and each, a 

‘‘Point72 Entity’’), have organized 

Point72 Employee Investment Fund, 

L.P., a Delaware limited partnership (the 

‘‘Initial Partnership’’) and will in the 

future organize limited partnerships, 

limited liability companies, business 

trusts or other entities (each a ‘‘Future 

Fund’’ and, collectively with the Initial 

Partnership, the ‘‘Funds’’) as 

‘‘employees’ securities companies,’’ as 

defined in section 2(a)(13) of the Act. 

The Funds are intended to provide 

investment opportunities that are 

competitive with those at other 

investment management and financial 

services firms and to facilitate the 

recruitment and retention of high 

caliber professionals. 

2. The Initial Partnership was formed 

on August 17, 2018 as a Delaware 

limited partnership. Point72 Capital 

Management, LLC acts as general 

partner to the Initial Partnership. 

Point72 serves as investment adviser to 

the Initial Partnership. The Initial 

Partnership currently invests 

substantially all of its assets in private 

investment funds managed by Point72 

(each, a ‘‘Subsidiary Fund’’). The 

investments of the Initial Partnership 

and the Subsidiary Funds may include, 

without limitation, equities, secured 

and unsecured debt, futures, forward 

contracts, options, convertible bonds, 

derivative instruments, swaps, 

currencies, commodities and pooled 

investment vehicles managed by third 

parties. 

3. A Future Fund may be structured 

as a domestic or offshore limited or 

general partnership, limited liability 

company, corporation, business trust or 

other entity. Point72 may also form 

parallel funds organized under the laws 

of various jurisdictions in order to 

create the same investment 

opportunities for Eligible Employees 

(defined below) in other jurisdictions. 

Interests in a Fund may be issued in one 

or more series, each of which 

corresponds to particular Fund 

investments (each, a ‘‘Series’’). Each 

Series will be an ‘‘employees’ securities 

company’’ within the meaning of 

section 2(a)(13) of the Act. A Future 

Fund may operate as a ‘‘diversified’’ or 

‘‘non-diversified’’ vehicle within the 

meaning of the Act. The investment 

objectives and policies may vary from 

one Future Fund to the next. 

4. Point72 will control each Fund 

within the meaning of section 2(a)(9) of 

the Act. Each Fund has, or will have, a 

Point72 Entity serving as a general 

partner, managing member or other such 

similar entity that manages, operates 

and controls such Fund (a ‘‘General 

Partner’’). The General Partner will be 

responsible for the overall management 

of the Fund. The General Partner may 

appoint a Point72 Entity to serve as 

investment adviser (‘‘Investment 

Adviser’’) to a Fund and delegate to the 

Investment Adviser the authority to 

make all decisions regarding the 

acquisition, management and 

disposition of Fund investments. 

5. Each of the General Partner and the 

Investment Adviser will be an 

investment adviser within the meaning 

of sections 9 and 36 of the Act and 

subject to those sections. The 

Investment Adviser expects to be paid a 

management fee for its services to a 

Fund. The General Partner or 

Investment Adviser may receive a 

performance-based fee or allocation (an 

‘‘Incentive Fee’’) based on the net gains 

of the Fund’s investments, in addition 

to any amount allocable to the General 

Partner’s or Investment Adviser’s capital 

contribution.2 Point72 will not receive 


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205(b)(3) of the Advisers Act (with such Fund 

treated as though it were a business development 

company solely for the purpose of that section). 

3 In order to participate in the Funds, Consultants 

must be currently engaged by Point72 and will be 

required to be sophisticated investors who qualify 

as accredited investors (‘‘Accredited Investors’’) 

under rule 501(a) of Regulation D. If a Consultant 

is an entity (such as, for example, a law firm or 

consulting firm), and the Consultant proposes to 

invest in the Fund through a partnership, 

corporation or other entity that is controlled by the 

Consultant, the individual participants in such 

partnership, corporation or other entity will be 

limited to senior level employees, members or 

partners of the Consultant who are responsible for 

the activities of the Consultant or the activities of 

the Consultant in relation to Point72 and will be 

required to qualify as Accredited Investors. In 

addition, such entities will be limited to businesses 

controlled by individuals who have levels of 

expertise and sophistication in the area of 

investments in securities that are comparable to 

other Eligible Employees who are employees, 

officers or directors of Point72 and who have an 

interest in maintaining an ongoing relationship 

with Point72. The individuals participating through 

such entities will belong to that class of persons 

who will have access to the directors and officers 

of the General Partner and its affiliates and/or the 

officers of Point72 responsible for making 

investments for the Funds similar to the access 

afforded other Eligible Employees who are 

employees, officers or directors of Point72. 

4 In order to ensure that a close nexus between 

the Qualified Participants and Point72 is 

maintained, the terms of each governing document 

for a Fund will provide that any Eligible Family 

Member participating in such Fund (either through 

direct beneficial ownership of an interest or as an 

indirect beneficial owner through an Eligible 

Investment Vehicle) cannot, in any event, be more 

than two generations removed from an Eligible 

Employee. 

5The inclusion of partnerships, corporations, or 

other entities controlled by an Eligible Employee in 

the definition of ‘‘Eligible Investment Vehicle’’ is 

intended to enable Eligible Employees to make 

investments in the Funds through personal 

investment vehicles for the purpose of personal and 

family investment and estate planning objectives. 

6 If such investment vehicle is an entity other 

than a trust, the term ‘‘settlor’’ will be read to mean 

a person who created such vehicle, alone or 

together with other eligible individuals, and 

contributed funds to such vehicle. 

7 ‘‘Audit’’ has the meaning defined in rule 1– 

02(d) of Regulation S–X. 

8Applicants are not requesting any exemption 

from any provision of the Act or any rule 

thereunder that may govern a Fund’s eligibility to 

invest in an Underlying Fund relying on section 

3(c)(1) or 3(c)(7) of the Act or an Underlying Fund’s 

status under the Act. 

9For example, a Fund established under non-U.S. 

law may be organized primarily for non-U.S. 

Eligible Employees that would invest in a Fund 

established under U.S. law primarily with U.S. 

resident Eligible Employees in order to more 

efficiently address U.S. or non-U.S. tax issues. 

any management fee or other 

compensation at both the Fund level 

and the Underlying Fund (as defined 

below) level with respect to a Fund’s 

investment in an Underlying Fund (so 

as to avoid duplication). 

6. If the General Partner elects to 

recommend that a Fund enter into any 

side-by-side investment with an 

unaffiliated entity, the General Partner 

will be permitted to engage as subinvestment adviser the unaffiliated 

entity (an ‘‘Unaffiliated Subadviser’’), 

which will be responsible for the 

management of such side-by-side 

investment. 

7. Interests in the Funds will be 

offered in a transaction exempt from 

registration under section 4(a)(2) of the 

Securities Act of 1933, as amended (the 

‘‘1933 Act’’), or Regulation D or 

Regulation S promulgated thereunder, 

and will be sold only to Qualified 

Participants, which term refers to: (i) 

Eligible Employees (as defined below); 

(ii) Eligible Family Members (as defined 

below); (iii) Eligible Investment 

Vehicles (as defined below); and (iv) 

Point72. Prior to offering interests in a 

Fund to a Qualified Participant, Point72 

must reasonably believe that the Eligible 

Employee or Eligible Family Member 

will be capable of understanding and 

evaluating the merits and risks of 

participation in a Fund and that each 

such individual is able to bear the 

economic risk of such participation and 

afford a complete loss of his or her 

investments in the Fund. 

8. The term ‘‘Eligible Employees’’ is 

defined as current or former employees, 

officers and directors of Point72 

(including people in administration, 

marketing and operations) and current 

consultants engaged on retainer to 

provide services and professional 

expertise on an ongoing basis to Point72 

(‘‘Consultants’’).3 The term ‘‘Eligible 

Family Members’’ is defined as spouses, 

parents, children, spouses of children, 

brothers, sisters and grandchildren of 

Eligible Employees, including step and 

adoptive relationships.4 The term 

‘‘Eligible Investment Vehicles’’ is 

defined as: (i) A trust of which a trustee, 

grantor and/or beneficiary is an Eligible 

Employee; 5 (ii) a partnership, 

corporation, or other entity controlled 

by an Eligible Employee; and (iii) a trust 

or other entity established solely for the 

benefit of Eligible Employees and/or 

Eligible Family Members. Each Eligible 

Employee and Eligible Family Member 

will be an Accredited Investor under 

rule 501(a)(5), 501(a)(6), 501(a)(10) or 

501(a)(11) of Regulation D under the 

1933 Act. 

9. A Qualified Participant may 

purchase an interest through an Eligible 

Investment Vehicle only if either (i) the 

investment vehicle is an accredited 

investor, as defined in rule 501(a) of 

Regulation D under the 1933 Act or (ii) 

the Eligible Employee is a settlor 6 and 

principal investment decision-maker 

with respect to the investment vehicle. 

10. The terms of each Fund will be 

fully disclosed to each Qualified 

Participant (or person making the 

investment on behalf of the Qualified 

Participant) at the time the Qualified 

Participant is invited to participate in 

the Fund. The Fund will send its 

investors an annual financial statement 

with respect to those investments in 

which the investor had an interest 

within 120 days after the end of each 

fiscal year of the Fund, or as soon as 

practicable after the end of the Fund’s 

fiscal year. The financial statement will 

be audited 7 by independent certified 

public accountants. In addition, as soon 

as practicable after the end of each 

calendar year, a report will be sent to 

each investor setting forth the 

information with respect such investor’s 

share of income, gains, losses, credits, 

and other items for U.S. federal and 

state income tax purposes resulting from 

the operation of the Fund during that 

year. 

11. Interests in a Fund will not be 

transferable except with the express 

consent of the General Partner, and then 

only to a Qualified Participant. No sales 

load or similar fee of any kind will be 

charged in connection with the sale of 

interests in a Fund. 

12. A Fund may or may not offer 

investors the right to redeem their 

interests at such times and subject to 

such conditions as are set forth in the 

governing documents of the Fund. A 

General Partner may have the right, but 

not the obligation, to repurchase, cancel, 

mandatorily redeem, cancel or transfer 

to another Qualified Participant the 

interest of (i) an Eligible Employee who 

ceases to be an employee, officer, 

director or current consultant of any 

Point72 Entity for any reason or (ii) any 

Eligible Family Member of any person 

described in clause (i). The governing 

documents for each Fund will describe, 

if applicable, the amount that an 

investor would receive upon 

repurchase, cancellation, redemption or 

transfer of its interest. 

13. The Initial Partnership currently 

invests, and a Future Fund may invest 

in Subsidiary Funds. The Initial 

Partnership and a Future Fund may also 

in the future invest in one or more 

pooled investment vehicles (including 

private funds relying on sections 3(c)(1) 

and 3(c)(7) under the Act and funds 

relying on section 3(c)(5) under the Act) 

managed by third parties (each a ‘‘Third 

Party Underlying Fund,’’ and together 

with the Subsidiary Funds, the 

‘‘Underlying Funds’’).8 One Fund may 

also invest in another Fund in a 

‘‘master-feeder’’ or similar structure.9 A 

Fund may also be operated as a parallel 


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52526 Federal Register / Vol. 86, No. 180 / Tuesday, September 21, 2021 / Notices 

fund making investments on a side-byside basis with Underlying Funds. 

14. A Fund may co-invest in a 

portfolio company (or a pooled 

investment vehicle) with a Point72 

Entity or with an investment fund or 

separate account organized primarily for 

the benefit of investors who are not 

affiliated with Point72 (‘‘Third Party 

Investors) and over which a Point72 

Entity exercises investment discretion 

or which is sponsored by a Point72 

Entity (a ‘‘Point72 Third Party Fund’’). 

Co-investments with a Point72 Entity or 

with a Point72 Third Party Fund in a 

transaction in which Point72’s 

investment was made pursuant to a 

contractual obligation to a Point72 

Third Party Fund will not be subject to 

Condition 3 below. All other side-byside investments held by Point72 

entities will be subject to Condition 3. 

15. If Point72 makes loans to a Fund, 

the lender will be entitled to receive 

interest, provided that the interest rate 

will be no less favorable to the borrower 

than the rate obtainable on an arm’s 

length basis. The possibility of any such 

borrowings, as well as the terms thereof, 

would be disclosed to Qualified 

Participants prior to their investment in 

a Fund. Any indebtedness of the Fund 

will be the debt of the Fund and without 

recourse to the investors. A Fund will 

not borrow from any person if the 

borrowing would cause any person not 

named in section 2(a)(13) of the Act to 

own securities of the Fund (other than 

short-term paper). A Fund will not lend 

any funds to a Point72 Entity. 

16. A Fund will not acquire any 

security issued by a registered 

investment company if immediately 

after such acquisition such Fund will 

own more than 3% of the outstanding 

voting stock of the registered investment 

company. 

Applicants’ Legal Analysis 

1. Section 6(b) of the Act provides 

that the Commission shall exempt 

employees’ securities companies from 

the provisions of the Act if and to the 

extent that such exemption is consistent 

with the protection of investors. Section 

6(b) provides that the Commission will 

consider, in determining the provisions 

of the Act from which the company 

should be exempt, the company’s form 

of organization and capital structure, the 

persons owning and controlling its 

securities, the price of the company’s 

securities and the amount of any sales 

load, how the company’s funds are 

invested, and the relationship between 

the company and the issuers of the 

securities in which it invests. Section 

2(a)(13) defines an employees’ securities 

company, in relevant part, as any 

investment company all of whose 

securities (other than short-term paper) 

are beneficially owned (a) by current or 

former employees, or persons on 

retainer, of one or more affiliated 

employers, (b) by immediate family 

members of such persons, or (c) by such 

employer or employers together with 

any of the persons in (a) or (b). 

2. Section 7 of the Act generally 

prohibits investment companies that are 

not registered under section 8 of the Act 

from selling or redeeming their 

securities. Section 6(e) of the Act 

provides that in connection with any 

order exempting an investment 

company from any provision of section 

7, certain specified provisions of the Act 

shall be applicable to such company, 

and to other persons in their 

transactions and relations with such 

company, as though such company were 

registered under the Act, if the 

Commission deems it necessary and 

appropriate in the public interest or for 

the protection of investors. Applicants 

submit that it would be appropriate in 

the public interest and consistent with 

the protection of investors and the 

purposes fairly intended by the policies 

and provisions of the Act for the 

Commission to issue an order under 

sections 6(b) and 6(e) of the Act 

exempting the Funds from all 

provisions of the Act and the rules and 

regulations thereunder, except sections 

9, 17, 30, and 36 through 53 of the Act, 

and the Rules and Regulations. With 

respect to sections 17(a), (d), (e), (f), (g) 

and (j) and 30(a), (b), (e), and (h) of the 

Act, and the Rules and Regulations, and 

rule 38a–1 under the Act, Applicants 

request a limited exemption as set forth 

in the application. 

3. Section 17(a) of the Act generally 

prohibits any affiliated person of a 

registered investment company, or any 

affiliated person of such a person, acting 

as principal, from knowingly selling or 

purchasing any security or other 

property to or from the investment 

company. Applicants request an 

exemption from section 17(a) to the 

extent necessary to (a) permit a Point72 

Entity or a Point72 Third Party Fund (or 

any affiliated person of such Point72 

Entity or Point72 Third Party Fund), or 

any affiliated person of a Fund (or 

affiliated persons of such persons), 

acting as principal, to engage in any 

transaction directly or indirectly with 

any Fund or any company controlled by 

such Fund; and (b) to permit a Fund to 

invest or engage in any transaction with 

any Point72 Entity, acting as principal, 

(i) in which such Fund, any company 

controlled by such Fund or any Point72 

Entity or any Point72 Third Party Fund 

has invested or will invest, or (ii) with 

which such Fund, any company 

controlled by such Fund or any Point72 

Entity or Point72 Third Party Fund is or 

will become otherwise affiliated; and (c) 

permit a Third Party Investor, acting as 

a principal, to engage in any transaction 

directly or indirectly with a Fund or any 

company controlled by such Fund. The 

transactions to which any Fund is a 

party will be effected only after a 

determination by the General Partner 

that the requirements of Conditions 1, 2 

and 6 (set forth below) have been 

satisfied. Applicants, on behalf of the 

Funds, represent that any transactions 

otherwise subject to section 17(a) of the 

Act, for which exemptive relief has not 

been requested, would require approval 

of the Commission. 

4. Applicants submit that an 

exemption from section 17(a) is 

consistent with the policy of each Fund 

and the protection of investors. 

Applicants state that the investors in 

each Fund will have been fully 

informed of the possible extent of such 

Fund’s dealings with Point72 and of the 

potential conflicts of interest that may 

exist. Applicants also state that, as 

professionals employed in the 

investment management business, or in 

administrative, financial, accounting, 

legal, sales, marketing, risk management 

or operational activities related thereto, 

the investors will be able to understand 

and evaluate the attendant risks. 

Applicants assert that the community of 

interest among the investors in each 

Fund, on the one hand, and Point72, on 

the other hand, is the best insurance 

against any risk of abuse. Applicants 

acknowledge that the requested relief 

will not extend to any transactions 

between a Fund and an Unaffiliated 

Subadviser or an affiliated person of the 

Unaffiliated Subadviser, or between a 

Fund and any person who is not an 

employee, officer or director of Point72 

or is an entity outside of Point72 and is 

an affiliated person of the Fund as 

defined in section 2(a)(3)(E) of the Act 

(‘‘Advisory Person’’) or any affiliated 

person of such person. 

5. Section 17(d) of the Act and rule 

17d–1 thereunder prohibit any affiliated 

person or principal underwriter of a 

registered investment company, or any 

affiliated person of such a person or 

principal underwriter, acting as 

principal, from participating in any joint 

arrangement with the company unless 

authorized by the Commission. 

Applicants request an exemption from 

section 17(d) and rule 17d–1 to the 

extent necessary to permit affiliated 

persons of each Fund, or affiliated 

persons of any of such persons, to 

participate in, or effect any transaction 

in connection with, any joint enterprise 


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or other joint arrangement or profitsharing plan in which such Fund or a 

company controlled by such Fund is a 

participant. The exemption would 

permit, among other things, coinvestments by each Fund, Point72 

Third Party Fund and individual 

members or employees, officers, 

directors or consultants of Point72 

making their own individual investment 

decisions apart from Point72. 

Applicants acknowledge that the 

requested relief will not extend to any 

transaction in which an Unaffiliated 

Subadviser or an Advisory Person or an 

affiliated person of either has an 

interest. 

6. Applicants assert that compliance 

with section 17(d) would prevent each 

Fund from achieving a principal 

purpose, which is to provide a vehicle 

for Eligible Employees (and other 

permitted investors) to co-invest with 

Point72 or, to the extent permitted by 

the terms of the Fund, with other 

employees, officers, directors or 

consultants of Point72 or Point72 

Entities or with a Point72 Third Party 

Fund. Applicants further contend that 

compliance with section 17(d) would 

cause a Fund to forego investment 

opportunities simply because an 

investor in such Fund or other affiliated 

person of such Fund also had, or 

contemplated making, a similar 

investment. Applicants submit that it is 

likely that suitable investments will be 

brought to the attention of a Fund 

because of its affiliation with Point72’s 

large capital resources and investment 

management experience, and that 

attractive investment opportunities of 

the types considered by a Fund often 

require each participant in the 

transaction to make funds available in 

an amount that may be substantially 

greater than those the Fund would 

independently be able to provide. 

Applicants contend that, as a result, a 

Fund’s access to such opportunities may 

have to be through co-investment with 

other persons, including its affiliates. 

Applicants assert that the flexibility to 

structure co-investments and joint 

investments will not involve abuses of 

the type section 17(d) and rule 17d–1 

were designed to prevent. In addition, 

Applicants represent that any 

transactions otherwise subject to section 

17(d) of the Act and rule 17d–1 

thereunder, for which exemptive relief 

has not been requested, would require 

approval by the Commission. 

7. Co-investments with a Point72 

Entity or with a Point72 Third Party 

Fund in a transaction in which 

Point72’s investment was made 

pursuant to a contractual obligation to a 

Point72 Third Party Fund will not be 

subject to Condition 3 below. 

Applicants believe that the interests of 

the Eligible Employees participating in 

a Fund will be adequately protected in 

such situations because Point72 is likely 

to invest a portion of its own capital in 

Point72 Third Party Fund investments, 

either through such Point72 Third Party 

Fund or on a side-by-side basis (which 

Point72 investments will be subject to 

substantially the same terms as those 

applicable to such Point72 Third Party 

Fund, except as otherwise disclosed in 

the governing documents of the relevant 

Fund). Applicants assert that if 

Condition 3 were to apply to Point72’s 

investment in these situations, Point72 

Third Party Fund would be indirectly 

burdened by the requirements of 

Condition 3. Applicants further assert 

that the relationship of a Fund to a 

Point72 Third Party Fund is 

fundamentally different from such 

Fund’s relationship to Point72. 

Applicants contend that the focus of, 

and the rationale for, the protections 

contained in the requested relief are to 

protect the Funds from any 

overreaching by Point72 in the 

employer/employee context, whereas 

the same concerns are not present with 

respect to the Funds vis-a`-vis the 

investors in a Point72 Third Party Fund. 

8. Section 17(e) of the Act and rule 

17e–1 thereunder limit the 

compensation an affiliated person may 

receive when acting as agent or broker 

for a registered investment company. 

Applicants request an exemption from 

section 17(e) to permit a Point72 Entity 

(including the General Partner) that acts 

as an agent or broker to receive 

placement fees, advisory fees, or other 

compensation from a Fund in 

connection with the purchase or sale by 

the Fund of securities, provided that the 

fees or other compensation are deemed 

‘‘usual and customary.’’ Applicants state 

that for purposes of the application, fees 

or other compensation that are charged 

or received by a Point72 Entity will be 

deemed to be ‘‘usual and customary’’ 

only if (i) the Fund is purchasing or 

selling securities alongside other 

unaffiliated third parties, Point72 Third 

Party Funds or Third Party Investors 

who are also similarly purchasing or 

selling securities, (ii) the fees or other 

compensation being charged to the 

Fund are also being charged to the 

unaffiliated third parties, Point72 Third 

Party Funds or Third Party Investors, 

and (iii) the amount of securities being 

purchased or sold by the Fund does not 

exceed 50% of the total amount of 

securities being purchased or sold by 

the Fund and the unaffiliated third 

parties, Point72 Third Party Funds or 

Third Party Investors. Applicants state 

that compliance with section 17(e) 

would prevent a Fund from 

participating in a transaction in which 

Point72, for other business reasons, does 

not wish to appear as if the Fund is 

being treated in a more favorable 

manner (by being charged lower fees) 

than other third parties also 

participating in the transaction. 

Applicants assert that the concerns of 

overreaching and abuse that section 

17(e) and rule 17e–1 were designed to 

prevent are alleviated by the conditions 

that ensure that (i) the fees or other 

compensation paid by a Fund to a 

Point72 Entity are those negotiated at 

arm’s length with unaffiliated third 

parties and (ii) the unaffiliated third 

parties have as great or greater interest 

as the Fund in the transactions as a 

whole. 

9. Rule 17e–1(b) under the Act 

requires that a majority of directors who 

are not ‘‘interested persons’’ (as defined 

in section 2(a)(19) of the Act) take 

actions and make approvals regarding 

commissions, fees, or other 

remuneration. Rule 17e–1(c) under the 

Act requires each Fund to comply with 

the fund governance standards defined 

in rule 0–1(a)(7) under the Act. 

Applicants request an exemption from 

rule 17e–1(b) to the extent necessary to 

permit each Fund to comply with rule 

17e–1(b) without the necessity of having 

a majority of the directors of the Fund 

who are not ‘‘interested persons’’ take 

such actions and make such approvals 

as are set forth in rule 17(e)–1(b). 

Applicants note that in the event that all 

the directors of the General Partner or 

other governing body of the General 

Partner will be affiliated persons, a 

Fund could not comply with rule 17(e)– 

1(b) without the relief requested. 

Applicants represent that in such an 

event, the Fund will comply with rule 

17e–1(b) by having a majority of the 

directors (or members of a comparable 

body) of the Fund or its General Partner 

take such actions and make such 

approvals as are set forth in rule 17e– 

1(b). Applicants state that each Fund 

will otherwise comply with all other 

requirements of rule 17e–1(b). 

Applicants further request an exemption 

from rule 17(e)–1(c) to the extent 

necessary to permit each Fund to 

comply with rule 17e–1 without the 

necessity of having a majority of the 

directors of the Fund be ‘‘disinterested 

persons’’ as set forth in rule 17e–1(c). 

Applicants note that in the event that all 

the directors of the General Partner will 

be affiliated persons, a Fund could not 

comply with rule 17e–1 without the 

relief requested. Applicants represent 


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that each Fund will otherwise comply 

with all other requirements of rule 17e– 

1(c). 

10. Section 17(f) of the Act provides 

that the securities and similar 

investments of a registered management 

investment company must be placed in 

the custody of a bank, a member of a 

national securities exchange or the 

company itself in accordance with 

Commission rules. Rule 17f–2 under the 

Act specifies the requirements that must 

be satisfied for a registered management 

investment company to act as a 

custodian of its own investments. 

Applicants request relief from section 

17(f) and rule 17f–2 to permit the 

following exceptions from the 

requirements of rule 17f–2: (a) A Fund’s 

investments may be kept in the locked 

files of the General Partner or the 

Investment Adviser for purposes of 

paragraph (b) of the rule; (b) for 

purposes of paragraph (d) of the rule, (i) 

employees of Point72 or its affiliates 

(including the General Partner) will be 

deemed to be employees of the Funds, 

(ii) officers or managers of the General 

Partner of a Fund will be deemed to be 

officers of the Fund and (iii) the General 

Partner of a Fund or its board of 

directors will be deemed to be the board 

of directors of the Fund; and (c) in place 

of the verification procedure under rule 

17f–2(f), verification will be effected 

quarterly by two employees of the 

General Partner who are also employees 

of Point72 responsible for the 

administrative, legal and/or compliance 

functions for funds managed or 

sponsored by Point72 and who have 

specific knowledge of custody 

requirements, policies and procedures 

of the Funds. Applicants expect that, 

with respect to certain Funds, many of 

their investments will be evidenced 

only by partnership agreements, 

participation agreements or similar 

documents, rather than by negotiable 

certificates that could be 

misappropriated. Applicants assert that 

for such a Fund, these instruments are 

most suitably kept in the files of the 

General Partner or its Investment 

Adviser, where they can be referred to 

as necessary. Applicants represent that 

they will comply with all other 

provisions of rule 17f–2, including the 

recordkeeping requirements of 

paragraph (e). 

11. Section 17(g) of the Act and rule 

17g–1 thereunder generally require the 

bonding of officers and employees of a 

registered investment company who 

have access to its securities or funds. 

Rule 17g–1 requires that a majority of 

directors who are not ‘‘interested 

persons’’ of a registered investment 

company take certain actions and give 

certain approvals relating to fidelity 

bonding. Among other things, the rule 

also requires that the board of directors 

of an investment company relying on 

the rule satisfy the fund governance 

standards defined in rule 0–1(a)(7). 

Applicants request an exemption from 

rule 17g–1 to the extent necessary to 

permit a Fund to comply with rule 17g– 

1 by having the General Partner of the 

Fund take such actions and make such 

approvals as are set forth in rule 17g– 

1. Applicants state that in the event all 

the directors of the General Partner or 

other governing body of the General 

Partner will be affiliated persons, a 

Fund could not comply with rule 17g– 

1 without the requested relief. 

Applicants also request an exemption 

from the requirements of rule 17g–1(g) 

and (h) relating to the filing of copies of 

fidelity bonds and related information 

with the Commission and the provision 

of notices to the board of directors and 

from the requirements of rule 17g– 

1(j)(3). Applicants contend that the 

filing requirements are burdensome and 

unnecessary as applied to the Funds 

and represent that the General Partner of 

each Fund will designate a person to 

maintain the records otherwise required 

to be filed with the Commission under 

rule 17g–1(g). Applicants further 

contend that the notices otherwise 

required to be given to the board of 

directors will be unnecessary as the 

Funds typically will not have boards of 

directors. Applicants represent that each 

Fund will comply with all other 

requirements of rule 17g–1. 

12. Section 17(j) of the Act and rule 

17j–1 require that every registered 

investment company adopt a written 

code of ethics that contains provisions 

reasonably necessary to prevent ‘‘access 

persons’’ from violating the anti-fraud 

provisions of the rule. Under rule 17j– 

1, the investment company’s access 

persons must report to the investment 

company with respect to transactions in 

any security in which the access person 

has, or by reason of the transaction 

acquires, any direct or indirect 

beneficial ownership in such security. 

Applicants request an exemption from 

section 17(j) and the provisions of rule 

17j–1 (except for the anti-fraud 

provisions of rule 17j–1(b)) because they 

assert that these requirements are 

burdensome and unnecessary as applied 

to the Funds. The relief requested will 

extend only to entities within Point72 

and is not requested with respect to any 

Unaffiliated Subadviser or Advisory 

Person. 

13. Sections 30(a), (b) and (e) of the 

Act and the rules thereunder generally 

require that registered investment 

companies prepare and file with the 

Commission and mail to their 

shareholders certain periodic reports 

and financial statements. Applicants 

contend that the forms prescribed by the 

Commission for periodic reports have 

little relevance to a Fund and would 

entail administrative and legal costs that 

outweigh any benefit to the investors in 

such Fund. Applicants request relief 

under sections 30(a), (b) and (e) to the 

extent necessary to permit each Fund to 

report annually to its investors in the 

manner described in the application. 

Section 30(h) of the Act requires that 

every officer, director, member of an 

advisory board, investment adviser or 

affiliated person of an investment 

adviser of a closed-end investment 

company be subject to the same duties 

and liabilities as those imposed upon 

similar classes of persons under section 

16(a) of the Exchange Act. Applicants 

request an exemption from section 30(h) 

of the Act to the extent necessary to 

exempt the General Partner of each 

Fund, directors and officers of the 

General Partner and any other persons 

who may be deemed members of an 

advisory board or investment adviser 

(and affiliated persons thereof) of such 

Fund from filing Forms 3, 4, and 5 with 

respect to their ownership of interests in 

such Fund under section 16 of the 

Exchange Act. Applicants assert that, 

because there will be no trading market 

and the transfers of interests are 

severely restricted, these filings are 

unnecessary for the protection of 

investors and burdensome to those 

required to make them. 

14. Rule 38a–1 requires registered 

investment companies to adopt, 

implement and periodically review 

written policies reasonably designed to 

prevent violation of the federal 

securities laws and to appoint a chief 

compliance officer. Each Fund will 

comply will rule 38a–1(a), (c) and (d), 

except that: (i) To the extent the Fund 

does not have a board of directors, the 

board of directors or other governing 

body of the General Partner will fulfill 

the responsibilities assigned to the 

Fund’s board of directors under the rule; 

(ii) to the extent the board of directors 

or other governing body of the General 

Partner does not have any disinterested 

members, approval by a majority of the 

disinterested board members required 

by rule 38a–1 will not be obtained; and 

(iii) to the extent the board of directors 

or other governing body of the General 

Partner does not have any independent 

members, the Funds will comply with 

the requirement in rule 38a–1(a)(4)(iv) 

that the chief compliance officer meet 

with the independent directors by 

having the chief compliance officer 


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10Each Fund will preserve the accounts, books 

and other documents required to be maintained in 

an easily accessible place for the first two years. 

11Each Fund will preserve the accounts, books 

and other documents required to be maintained in 

an easily accessible place for the first two years. 

meet with the board of directors or other 

governing body of the General Partner as 

constituted. Applicants represent that 

each Fund has adopted written policies 

and procedures reasonably designed to 

prevent violations of the terms and 

conditions of the application, has 

appointed a chief compliance officer 

and is otherwise in compliance with the 

terms and conditions of the application. 

Applicants’ Conditions 

Applicants agree that any order 

granting the requested relief will be 

subject to the following conditions: 

1. Each proposed transaction 

otherwise prohibited by section 17(a) or 

section 17(d) of the Act and rule 17d– 

1 thereunder to which a Fund is a party 

(the ‘‘Section 17 Transactions’’) will be 

effected only if the General Partner 

determines that: (a) The terms of the 

Section 17 Transaction, including the 

consideration to be paid or received, are 

fair and reasonable to the Fund and the 

investors and do not involve 

overreaching of such Fund or its 

investors on the part of any person 

concerned; and (b) the Section 17 

Transaction is consistent with the 

interests of the Fund and the investors, 

such Fund’s organizational documents 

and such Fund’s reports to its investors. 

In addition, the General Partner will 

record and preserve a description of all 

Section 17 Transactions, the General 

Partner’s findings, the information or 

materials upon which the General 

Partner’s findings are based and the 

basis for such findings. All such records 

will be maintained for the life of the 

Fund and at least six years thereafter, 

and will be subject to examination by 

the Commission and its staff.10

2. The General Partner will adopt, and 

periodically review and update, 

procedures designed to ensure that 

reasonable inquiry is made, prior to the 

consummation of any Section 17 

Transaction, with respect to the possible 

involvement in the transaction of any 

affiliated person or promoter of or 

principal underwriter for such Fund, or 

any affiliated person of such a person, 

promoter or principal underwriter. 

3. The General Partner will not cause 

the funds of any Fund to be invested in 

any investment in which a ‘‘CoInvestor’’ (as defined below) has 

acquired or proposes to acquire the 

same class of securities of the same 

issuer, where the investment involves a 

joint enterprise or other joint 

arrangement within the meaning of rule 

17d–1 in which the Fund and a CoInvestor are participants, unless prior to 

such investment any such Co-Investor 

agrees, prior to disposing of all or part 

of its investment, to (a) give the General 

Partner sufficient, but not less than one 

day’s, notice of its intent to dispose of 

its investment; and (b) refrain from 

disposing of its investment unless the 

Fund has the opportunity to dispose of 

the Fund’s investment prior to or 

concurrently with, on the same terms as, 

and on a pro rata basis with, the CoInvestor. The term ‘‘Co-Investor’’ with 

respect to any Fund means any person 

who is: (a) An ‘‘affiliated person’’ (as 

defined in section 2(a)(3) of the Act) of 

the Fund (other than a Point72 Third 

Party Fund); (b) Point72 (except when a 

Point72 Entity co-invests with a Fund 

and a Point72 Third Party Fund 

pursuant to a contractual obligation to 

the Point72 Third Party Fund); (c) an 

officer or director of a Point72 Entity; or 

(d) an entity (other than a Point72 Third 

Party Fund) in which Point72 acts as a 

general partner or has a similar capacity 

to control the sale or other disposition 

of the entity’s securities. The 

restrictions contained in this condition, 

however, shall not be deemed to limit 

or prevent the disposition of an 

investment by a Co-Investor: (a) To its 

direct or indirect wholly-owned 

subsidiary, to any company (a ‘‘parent’’) 

of which the Co-Investor is a direct or 

indirect wholly-owned subsidiary or to 

a direct or indirect wholly-owned 

subsidiary of its parent; (b) to immediate 

family members of the Co-Investor, 

including step or adoptive relationships, 

or a trust or other investment vehicle 

established for any Co-Investor or any 

such family member; or (c) when the 

investment is comprised of securities 

that are (i) listed on a national securities 

exchange registered under section 6 of 

the Exchange Act; (ii) NMS stocks, 

pursuant to section 11A(a)(2) of the 

Exchange Act and rule 600(b) of 

Regulation NMS thereunder; (iii) 

government securities as defined in 

section 2(a)(16) of the Act; (iv) ‘‘Eligible 

Securities’’ as defined in rule 2a–7 

under the Act, or (v) listed or traded on 

any foreign securities exchange or board 

of trade that satisfies regulatory 

requirements under the law of the 

jurisdiction in which such foreign 

securities exchange or board of trade is 

organized similar to those that apply to 

a national securities exchange or a 

national market system for securities. 

4. Each Fund and its General Partner 

will maintain and preserve, for the life 

of such Fund and at least six years 

thereafter, such accounts, books and 

other documents as constitute the 

record forming the basis for the audited 

financial statements that are to be 

provided to the investors in such Fund, 

and each annual report of such Fund 

required to be sent to such investors, 

and agree that all such records will be 

subject to examination by the 

Commission and its staff.11

5. Within 120 days after the end of the 

fiscal year of each Fund, or as soon as 

practicable thereafter, the General 

Partner of each Fund will send to each 

investor in such Fund who had an 

interest in any capital account of the 

Fund, at any time during the fiscal year 

then ended, Fund financial statements 

audited by the Fund’s independent 

accountants, except in the case of a 

Fund formed to make a single portfolio 

investment. In such cases, financial 

statements will be unaudited, but each 

investor will receive financial 

statements of the single portfolio 

investment audited by such entity’s 

independent accountants. At the end of 

each fiscal year and at other times as 

necessary in accordance with customary 

practice, the General Partner will make 

a valuation or cause a valuation to be 

made of all of the assets of the Fund as 

of the fiscal year end. In addition, as 

soon as practicable after the end of each 

tax year of a Fund, the General Partner 

of such Fund will send a report to each 

person who was an investor in such 

Fund at any time during the fiscal year 

then ended, setting forth such tax 

information as shall be necessary for the 

preparation by the investor of his, her or 

its U.S. federal and state income tax 

returns and a report of the investment 

activities of the Fund during that fiscal 

year. 

6. If a Fund makes purchases or sales 

from or to an entity affiliated with the 

Fund by reason of an officer, director or 

employee of Point72 (a) serving as an 

officer, director, general partner or 

investment adviser of the entity, or (b) 

having a 5% or more investment in the 

entity, such individual will not 

participate in the Fund’s determination 

of whether or not to effect the purchase 

or sale. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–20323 Filed 9–20–21; 8:45 am] 

BILLING CODE 8011–01–P 


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