SECURITIES AND EXCHANGE COMMISSION FORM 40-6B/A Application for exemption from all provisions of The Investment Company Act of 1940 by an Employee's Investment Company [amend] Filing Date: 2021-06-16 SEC Accession No. 0000895345-21-000552 (HTML Version on secdatabase.com) FILER Point72 Employee Investment Fund, L.P. Mailing Address Business Address 72 CUMMINGS POINT ROAD 72 CUMMINGS POINT ROAD CIK:1753770| IRS No.: 000000000 | State of Incorp.:DE | Fiscal Year End: 1231 STAMFORD CT 06902 STAMFORD CT 06902 Type: 40-6B/A | Act: 40 | File No.: 813-00393 | Film No.: 211020154 203-890-2000 Point72 Asset Management, L.P. Mailing Address Business Address 72 CUMMINGS POINT ROAD 72 CUMMINGS POINT ROAD CIK:1603466| IRS No.: 465064661 | State of Incorp.:DE | Fiscal Year End: 1231 STAMFORD CT 06902 STAMFORD CT 06902 Type: 40-6B/A | Act: 40 | File No.: 813-00393-01 | Film No.: 211020155 203-890-2000 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Point72 Employee Investment Fund, L.P. Point72 Asset Management, L.P. (Names of Applicants) 72 Cummings Point Road Stamford, Connecticut 06902-7912 (Address of principal offices of Applicants) AMENDMENT NO. 2 TO APPLICATION PURSUANT TO SECTIONS 6(b) AND 6(e) OF THE INVESTMENT COMPANY ACT OF 1940 FOR AN ORDER EXEMPTING APPLICANTS FROM CERTAIN PROVISIONS OF THAT ACT Written communications regarding this Application and copies of all orders should be addressed to the following persons: Vincent Tortorella Jason Colombo Point72 Asset Management, L.P. Point72 Asset Management, L.P. 72 Cummings Point Road 72 Cummings Point Road Stamford, Connecticut 06902-7912 Stamford, Connecticut 06902-7912 Jessica Forbes Fried, Frank, Harris, Shriver & Jacobson LLP 1 New York Plaza New York, New York 10004 This Application consists of 31 pages, including exhibits. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Page I. Summary 1 II. Statement of Facts 2 A. Point72 2 B. The Initial Partnership 2 C. The Future Funds 3 D. Eligible Employees and Qualified Participants 3 E. Terms of the Funds 5 F. Management 7 G. Investments 9 H. Reports and Accounting 11 III. Request for Order 11 IV. APPLICANTS’ CONDITIONS 22 V. PROCEDURAL MATTERS 24 VI. CONCLUSION 25 Exhibits Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document I. SUMMARY Point72 Asset Management, L.P. and its affiliates as defined in Rule 12b-2 under the Securities Exchange Act of 1934 (collectively, “Point72” and each, a “Point72 Entity”) have organized Point72 Employee Investment Fund, L.P. (the “Initial Partnership”) and may in the future organize Future Funds (as defined below) (the Future Funds, collectively with the Initial Partnership, the “Funds”) as “employees’ securities companies” as defined in Section 2(a)(13) of the Investment Company Act of 1940, as amended (the “1940 Act”). Point72 and the Initial Partnership (together, the “Applicants”) hereby request an order (the “Order”) of the U.S. Securities and Exchange Commission (the “Commission”) under Section 6(b) and 6(e) of the 1940 Act exempting the Funds from all provisions of the 1940 Act and the rules and regulations under the 1940 Act, except Sections 9, 17, 30, 36 through 53, 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 1940 Act and the Rules and Regulations, and Rule 38a-1 under the 1940 Act, the Applicants request a limited exemption as set forth in this application (the “Application”). No form having been prescribed by the Commission, the Applicants proceed under Rule 0-2 under the 1940 Act. The Applicants state that the Funds offered in reliance on Rule 6b-1 under the 1940 Act prior to a final determination on the Application by the Commission will comply with all of the terms and conditions stated in the most recent version of the Application filed with the Commission. 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. Each Fund has, or will have, a Point72 Entity as a general partner, managing member or other such similar entity that manages, operates and controls such Fund (a “General Partner”). Point72 will control each Fund within the meaning of Section 2(a)(9) of the 1940 Act. All potential investors in a Fund will be informed that (i) interests in the Funds will be sold in transactions exempt 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 thus offered without registration under, and without the protections afforded by, the 1933 Act, and (ii) the Funds will be exempt from most provisions of the 1940 Act and from the protections afforded thereby. The Applicants believe that, in view of the facts described below and the conditions contained in this Application, and in view of the access to information, investment sophistication and financial capacity of the potential investors, the concerns regarding overreaching and abuse of investors that the 1940 Act was designed to prevent will not be present. 1 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document II. STATEMENT OF FACTS A statement of the facts relied upon as the basis for the action of the Commission herein requested is as follows: A. Point72 Point72 is a global asset management firm with offices in the United States and affiliated companies in Europe and Asia. Point72 is a research-driven investment management firm built around a core position in discretionary long/short equities, as well as systematic, global macro and other strategies. As of December 31, 2020, Point72 had approximately $117,537,500,000 of regulatory assets under management. Point72 has established the Initial Partnership and may in the future establish Future Funds for the benefit of Eligible Employees as part of a program designed to create capital building opportunities that are competitive with those at other financial services firms and to facilitate the recruitment and retention of high caliber professionals. Point72 intends for the Funds to provide long term financial incentives for Eligible Employees to preserve Point72’s competitive advantage and to align the financial interests of Eligible Employees with those of Point72’s clients. Pooling of resources should allow the Eligible Employees diversification of investments and participation in investments which would usually not be available to them as individual investors. B. The Initial Partnership Point72 formed the Initial Partnership on August 17, 2018 as a limited partnership organized under the laws of Delaware. Point72 Capital Management, LLC (the “Initial Partnership GP”), a Delaware limited liability company, 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, the following: equities (including listed, unlisted, traded or privately offered, domestic, foreign, depository receipts and preferred); secured and unsecured debt (including both corporate and sovereign, mortgage-backed TBAs, bank loans, loans originated by the Initial Partnership or a Subsidiary Fund, vendor claims and other legal and/or contractual claims); futures; forward contracts; options; convertible bonds and preferred stock; derivative instruments, including listed and over-the-counter, swaps and other equity or fixed income related instruments; contracts for differences; currencies; commodities and pooled investment vehicles managed by third parties. As of the filing date of this Application, investors in the Initial Partnership are Qualified Participants (as defined below) and the Initial Partnership remains open to admit new investors that are Qualified Participants. Investors in the Initial Partnership are currently charged a management fee with respect to their interests in the Initial Partnership, in the form of an asset-based fee paid by the Initial Partnership to the Investment Manager. The Investment Manager may, however, cause all or a portion of such fee to be paid by one or more Subsidiary Funds instead of the Initial Partnership. For the avoidance of doubt, this will not result in an increase in the management fees directly or indirectly borne by any investor in the Initial Partnership. The Initial Partnership operates in accordance with its limited partnership agreement and confidential offering memorandum (collectively, its “governing documents”). As further described in the governing documents of the Initial Partnership, the Initial Partnership is responsible for paying all expenses related to the ongoing offering and sale of interests in the Initial Partnership and the Initial Partnership’s operations. The Initial Partnership also bears its pro rata share of certain expenses of Point72 as described in the governing documents of the Initial Partnership, including costs