Quiero saber acerca de...

Federal Register / Vol. 86, No. 180 / Tuesday, September 21, 2021 / Notices
lotter on DSK11XQN23PROD with NOTICES1

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 17a or section 17d 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 Funds organizational documents and such Funds reports to its investors.
In addition, the General Partner will record and preserve a description of all Section 17 Transactions, the General Partners findings, the information or materials upon which the General Partners 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 17d1 in which the Fund and a Co10 Each Fund will preserve the accounts, books and other documents required to be maintained in an easily accessible place for the first two years.

VerDate Sep<11>2014

21:03 Sep 20, 2021

Jkt 253001

Investor 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 days, 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 Funds 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 2a3 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 entitys 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 11Aa2 of the Exchange Act and rule 600b of Regulation NMS thereunder; iii government securities as defined in section 2a16 of the Act; iv Eligible Securities as defined in rule 2a7
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
PO 00000

Frm 00092

Fmt 4703

Sfmt 9990

52529

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 Funds 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 entitys 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 Funds 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. 202120323 Filed 92021; 8:45 am BILLING CODE 801101P

11 Each Fund will preserve the accounts, books and other documents required to be maintained in an easily accessible place for the first two years.

E:FRFM21SEN1.SGM

21SEN1