[Federal Register Volume 86, Number 180 (Tuesday, September 21, 2021)]
[Notices]
[Pages 52524-52529]
[FR Doc No: 2021-20323]

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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.

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    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\
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    \1\ The 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.

Applicants:  Point72 Employee Investment Fund, L.P. and Point72 Asset
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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<EMAIL_ADDRESS>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<EMAIL_ADDRESS>
ADDRESSES: The Commission<EMAIL_ADDRESS>Applicants:
Jessica Forbes, Esq<EMAIL_ADDRESS>
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<PHONE_NUMBER>.

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

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).
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    \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 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).
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    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 sub-investment 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.
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    \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.
    \5\ The 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.
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    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.
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    \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.
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    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.
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    \7\ ``Audit'' has the meaning defined in rule 1-02(d) of
Regulation S-X.
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    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

fund making investments on a side-by-side basis with Underlying Funds.
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    \8\ Applicants 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.
    \9\ For 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.
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    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-by-side 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

or other joint arrangement or profit-sharing plan in which such Fund or
a company controlled by such Fund is a participant. The exemption would
permit, among other things, co-investments 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-[agrave]-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

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

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\
---------------------------------------------------------------------------

    \10\ Each Fund will preserve the accounts, books and other
documents required to be maintained in an easily accessible place
for the first two years.
---------------------------------------------------------------------------

    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 ``Co-Investor'' (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 Co-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 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 Co-Investor. 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\
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

    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


[Federal Register: December 19, 2008 (Volume 73, Number 245)]
[Notices]
[Page 77681]
[DOCID:fr19de08-82]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. IS08-405-000]

 Dixie Pipeline Company; Notice Cancelling Technical Conference

December 15, 2008.
    On December 12, 2008, Dixie Pipeline Company (Dixie) filed a Notice
of Withdrawal of Dixie Tariffs FERC No. 92 and FERC No. 93, effective
as of that date. Withdrawal of the tariffs serves to terminate this
proceeding and eliminates the need for the technical conference
scheduled for Tuesday, December 16, 2008.
    Take notice that the Commission cancels the technical conference in
this proceeding scheduled for Tuesday, December 16, 2008, at 9 a.m.
(EST) at the offices of the Federal Energy Regulatory Commission, 888
First Street NE., Washington, DC 20426.
    For further information, please contact Jenifer Lucas at (202) 502-
8362 or<EMAIL_ADDRESS>
Kimberly D. Bose,
Secretary.
 [FR Doc. E8-30223 Filed 12-18-08; 8:45 am]

BILLING CODE 6717-01-P


[Federal Register Volume 81, Number 226 (Wednesday, November 23, 2016)]
[Notices]
[Pages 84568-84569]
[FR Doc No: 2016-28156]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. CP07-427-001]

Boardwalk Storage Company, LLC; Notice of Application

    Take notice that on November 10, 2016, Boardwalk Storage Company,
LLC (Boardwalk Storage), having its principal place of business at 9
Greenway Plaza, Suite 2800, Houston, TX 77046 filed in the above
referenced docket an application pursuant to section 7(c) of the
Natural Gas Act (NGA), and Part 157 of the Commission's regulations
requesting authorization to amend its certificate for a natural gas
storage cavern, Cavern No. 25, located in Iberville Parish,

Louisiana, all as more fully set forth in the application which is on
file with the Commission and open to public inspection. The filing is
available for review at the Commission in the Public Reference Room or
may be viewed on the Commission's Web site web at http://www.ferc.gov
using the ``eLibrary'' link. Enter the docket number excluding the last
three digits in the docket number field to access the document. For
assistance, contact FERC at<EMAIL_ADDRESS>or call toll-
free,<PHONE_NUMBER> or TYY,<PHONE_NUMBER>.
    Any questions concerning this application may be directed to J.
Kyle Stephens, Vice President of Regulatory Affairs, 9 Greenway Plaza,
Suite 2800, Houston, TX 77046; by calling<PHONE_NUMBER>; by faxing
(713) 479-1846; or by emailing<EMAIL_ADDRESS>    The Commission issued a certificate of public convenience and
necessity on March 3, 2008 (March 3 Order) in Docket No. CP07-427-000
to PetroLogistics Natural Gas Storage, LLC (PetroLogistics).\1\
Boardwalk Storage is the successor-in-interest to PetroLogistics.
Specifically, the applicant proposes to amend the requirements of
Engineering Condition No. 5 related to periodic sonar survey found in
Appendix A of the March 3 Order by replacing periodic sonar surveys
with the alternative proposed Well and Cavern Integrity Monitoring
Program.
---------------------------------------------------------------------------

    \1\ PetroLogistics Natural Gas Storage, LLC, 122 FERC 61,193
(2008).
---------------------------------------------------------------------------

    Pursuant to section 157.9 of the Commission's rules (18 CFR 157.9),
within 90 days of this Notice, the Commission staff will either:
Complete its environmental assessment (EA) and place it into the
Commission's public record (eLibrary) for this proceeding; or issue a
Notice of Schedule for Environmental Review. If a Notice of Schedule
for Environmental Review is issued, it will indicate, among other
milestones, the anticipated date for the Commission staff's issuance of
the final environmental impact statement (FEIS) or EA for this
proposal. The filing of the EA in the Commission's public record for
this proceeding or the issuance of a Notice of Schedule for
Environmental Review will serve to notify federal and state agencies of
the timing for the completion of all necessary reviews, and the
subsequent need to complete all federal authorizations within 90 days
of the date of issuance of the Commission staff's FEIS or EA.
    There are two ways to become involved in the Commission's review of
this project. First, any person wishing to obtain legal status by
becoming a party to the proceedings for this project should, on or
before the comment date stated below file with the Federal Energy
Regulatory Commission, 888 First Street NE., Washington, DC 20426, a
motion to intervene in accordance with the requirements of the
Commission's Rules of Practice and Procedure (18 CFR 385.214 or
385.211) and the Regulations under the NGA (18 CFR 157.10). A person
obtaining party status will be placed on the service list maintained by
the Secretary of the Commission and will receive copies of all
documents filed by the applicant and by all other parties. A party must
submit seven copies of filings made in the proceeding with the
Commission and must mail a copy to the applicant and to every other
party. Only parties to the proceeding can ask for court review of
Commission orders in the proceeding.
    However, a person does not have to intervene in order to have
comments considered. The second way to participate is by filing with
the Secretary of the Commission, as soon as possible, an original and
two copies of comments in support of or in opposition to this project.
The Commission will consider these comments in determining the
appropriate action to be taken, but the filing of a comment alone will
not serve to make the filer a party to the proceeding. The Commission's
rules require that persons filing comments in opposition to the project
provide copies of their protests only to the party or parties directly
involved in the protest.
    Persons who wish to comment only on the environmental review of
this project should submit an original and two copies of their comments
to the Secretary of the Commission. Environmental commentors will be
placed on the Commission's environmental mailing list, will receive
copies of the environmental documents, and will be notified of meetings
associated with the Commission's environmental review process.
Environmental commentors will not be required to serve copies of filed
documents on all other parties. However, the non-party commentors will
not receive copies of all documents filed by other parties or issued by
the Commission (except for the mailing of environmental documents
issued by the Commission) and will not have the right to seek court
review of the Commission's final order.
    The Commission strongly encourages electronic filings of comments,
protests and interventions in lieu of paper using the ``eFiling'' link
at http://www.ferc.gov. Persons unable to file electronically should
submit an original and 7 copies of the protest or intervention to the
Federal Energy Regulatory Commission, 888 First Street NE., Washington,
DC 20426.
    Comment Date: 5:00 p.m. Eastern Time on December 7, 2016.

    Dated: November 16, 2016.
Kimberly D. Bose,
Secretary.
[FR Doc. 2016-28156 Filed 11-22-16; 8:45 am]
 BILLING CODE 6717-01-P


[Federal Register Volume 85, Number 21 (Friday, January 31, 2020)]
[Rules and Regulations]
[Pages 5572-5574]
[FR Doc No: 2020-01113]

-----------------------------------------------------------------------

ENVIRONMENTAL PROTECTION AGENCY

40 CFR Part 52

[EPA-R01-OAR-2008-0108; FRL-10004-34-Region 1]

Air Plan Approval; Massachusetts; Transport State Implementation
Plan for the 2015 Ozone Standard

AGENCY: Environmental Protection Agency (EPA).

ACTION: Final rule.

-----------------------------------------------------------------------

SUMMARY: The Environmental Protection Agency (EPA) is approving State
Implementation Plan (SIP) revisions submitted by the Commonwealth of
Massachusetts that address the interstate transport of air pollution
requirements of section 110(a)(2)(D)(i)(I) of the Clean Air Act for the
2015 ozone national ambient air quality standard (NAAQS) (i.e., ozone
transport SIP). The EPA is approving the submission as meeting the
requirement that each SIP contain adequate provisions to prohibit
emissions that will significantly contribute to nonattainment or
interfere with maintenance of the 2015 ozone NAAQS in any other state.
This action is being taken in accordance with the Clean Air Act.

DATES: This rule is effective on March 2, 2020.

ADDRESSES: EPA has established a docket for this action under Docket
Identification No. EPA-R01-OAR-2008-0108. All documents in the docket
are listed on the https://www.regulations.gov website. Although listed
in the index, some information is not publicly available, i.e., CBI or
other information whose disclosure is restricted by statute. Certain
other material, such as copyrighted material, is not placed on the
internet and will be publicly available only in hard copy form.
Publicly available docket materials are available at https://www.regulations.gov or at the U.S. Environmental Protection Agency, EPA
Region 1 Regional Office, Air and Radiation Division, 5 Post Office
Square--Suite 100, Boston, MA. EPA requests that if at all possible,
you contact the contact listed in the FOR FURTHER INFORMATION CONTACT
section to schedule your inspection. The Regional Office's official
hours of business are Monday through Friday, 8:30 a.m. to 4:30 p.m.,
excluding legal holidays.

FOR FURTHER INFORMATION CONTACT: Alison C. Simcox, Air Quality Branch,
U.S. Environmental Protection Agency, EPA Region 1, 5 Post Office
Square--Suite 100, (Mail code 05-2), Boston, MA 02109--3912, tel. (617)
918-1684, email<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: Throughout this document whenever ``we,''
``us,'' or ``our'' is used, we mean EPA.

Table of Contents

I. Background
II. Response to Comment
III. Final Action
IV. Statutory and Executive Order Reviews

I. Background

    On August 14, 2019 (84 FR 40344), EPA published a notice of
proposed rulemaking (NPRM) for the Commonwealth of Massachusetts. The
NPRM proposed approval of SIP revisions that address the interstate
transport of air pollution requirements of section 110(a)(2)(D)(i)(I)
of the Clean Air Act for the 1997, 2008, and 2015 ozone national
ambient air quality standards (NAAQS) (i.e., transport SIPs). The
formal SIP revisions were submitted by Massachusetts on January 31,
2008; February 9, 2018; and September 27, 2018, respectively. In this
action, we are approving the transport SIP for the 2015 ozone NAAQS. We
previously approved the transport SIPs for the 1997 and 2008 ozone
NAAQS. See 84 FR 59728 (November 6, 2019).

    The rationale for EPA's proposed action is given in the NPRM and
will not be restated here. EPA received one public comment on the NPRM.

II. Response to Comment

    EPA received a comment during the comment period stating that EPA
cannot finalize action on this SIP revision as it relies on ``a rule
that a court has now vacated,'' referring to the September 13, 2019,
ruling by the United States Court of Appeals for the District of
Columbia Circuit in Wisconsin v. EPA, 938 F.3d 303, on EPA's Cross
State Air Pollution Rule Update for the 2008 Ozone NAAQS (``CSAPR
Update''), 81 FR 74504 (October 26, 2016). The commenter stated that
the EPA must disapprove this revision as a result of the court
decision.
    As an initial matter, the commenter is incorrect; the court
remanded the CSAPR Update to EPA but did not vacate it. Wisconsin, 938
F.3d at 336. Furthermore, the commenter does not specify how it
believes the Wisconsin decision should impact the EPA's evaluation of
the Commonwealth's Transport SIP for the 2015 ozone NAAQS.\1\
Nonetheless, our proposed approval did not rely on any analysis
conducted for, or determinations made in, the CSAPR Update. See 84 FR
at 40347-48. Rather, our proposed approval relied on an evaluation of
air quality in 2023 to determine that emissions from Massachusetts
``will'' not significantly contribute to nonattainment or interfere
with maintenance of the 2015 ozone NAAQS in any downwind state. See id.
The Wisconsin opinion affirmed that EPA's reliance on the evaluation of
air quality in a future year is a reasonable interpretation of the Good
Neighbor Provision. 938 F.3d at 322. Consequently, the commenter has
not identified any basis on which EPA must disapprove Massachusetts'
Transport SIP for the 2015 ozone NAAQS in light of the Wisconsin
decision.
---------------------------------------------------------------------------

    \1\ For our response to the comment as it pertains to the
Massachusetts' transport SIPs for the 1997 and 2008 ozone NAAQS, see
84 FR 59728 (November 6, 2019).
---------------------------------------------------------------------------

    EPA's proposal demonstrates that Massachusetts will not
significantly contribute to nonattainment or interfere with maintenance
of the 2015 ozone NAAQS in any other state, and Wisconsin v. EPA does
not affect that finding or otherwise impact approval of the
Commonwealth's Transport SIP for the 2015 ozone NAAQS.

III. Final Action

    EPA is approving a transport SIP that was submitted to address
interstate transport requirements for CAA section 110(a)(2)(D)(i)(I)
for the 2015 ozone NAAQS as a revision to the Massachusetts SIP.

IV. Statutory and Executive Order Reviews

    Under the Clean Air Act, the Administrator is required to approve a
SIP submission that complies with the provisions of the Act and
applicable Federal regulations. 42 U.S.C. 7410(k); 40 CFR 52.02(a).
Thus, in reviewing SIP submissions, EPA's role is to approve state
choices, provided that they meet the criteria of the Clean Air Act.
Accordingly, this action merely approves state law as meeting Federal
requirements and does not impose additional requirements beyond those
imposed by state law. For that reason, this action:
     Is not a significant regulatory action subject to review
by the Office of Management and Budget under Executive Orders 12866 (58
FR 51735, October 4, 1993) and 13563 (76 FR 3821, January 21, 2011);
     Is not an Executive Order 13771 regulatory action because
this action is not significant under Executive Order 12866;
     Does not impose an information collection burden under the
provisions of the Paperwork Reduction Act (44 U.S.C. 3501 et seq.);
     Is certified as not having a significant economic impact
on a substantial number of small entities under the Regulatory
Flexibility Act (5 U.S.C. 601 et seq.);
     Does not contain any unfunded mandate or significantly or
uniquely affect small governments, as described in the Unfunded
Mandates Reform Act of 1995 (Pub. L. 104-4);
     Does not have federalism implications as specified in
Executive Order 13132 (64 FR 43255, August 10, 1999);
     Is not an economically significant regulatory action based
on health or safety risks subject to Executive Order 13045 (62 FR
19885, April 23, 1997);
     Is not a significant regulatory action subject to
Executive Order 13211 (66 FR 28355, May 22, 2001);
     Is not subject to requirements of Section 12(d) of the
National Technology Transfer and Advancement Act of 1995 (15 U.S.C. 272
note) because application of those requirements would be inconsistent
with the Clean Air Act; and
     Does not provide EPA with the discretionary authority to
address, as appropriate, disproportionate human health or environmental
effects, using practicable and legally permissible methods, under
Executive Order 12898 (59 FR 7629, February 16, 1994).
    In addition, the SIP is not approved to apply on any Indian
reservation land or in any other area where EPA or an Indian tribe has
demonstrated that a tribe has jurisdiction. In those areas of Indian
country, the rule does not have tribal implications and will not impose
substantial direct costs on tribal governments or preempt tribal law as
specified by Executive Order 13175 (65 FR 67249, November 9, 2000).
    The Congressional Review Act, 5 U.S.C. 801 et seq., as added by the
Small Business Regulatory Enforcement Fairness Act of 1996, generally
provides that before a rule may take effect, the agency promulgating
the rule must submit a rule report, which includes a copy of the rule,
to each House of the Congress and to the Comptroller General of the
United States. EPA will submit a report containing this action and
other required information to the U.S. Senate, the U.S. House of
Representatives, and the Comptroller General of the United States prior
to publication of the rule in the Federal Register. A major rule cannot
take effect until 60 days after it is published in the Federal
Register. This action is not a ``major rule'' as defined by 5 U.S.C.
804(2).

List of Subjects in 40 CFR Part 52

    Environmental protection, Air pollution control, Incorporation by
reference, Nitrogen dioxide, Ozone, Particulate matter, Volatile
organic compounds.

    Dated: January 13, 2020.
Dennis Deziel,
 Regional Administrator, EPA Region 1.

    Part 52 of chapter I, title 40 of the Code of Federal Regulations
is amended as follows:

PART 52--APPROVAL AND PROMULGATION OF IMPLEMENTATION PLANS

0
1. The authority citation for part 52 continues to read as follows:

     Authority: 42 U.S.C. 7401 et seq.

0
2. In Sec.  52.1120, the table in paragraph (e) is amended by adding an
entry for ``Interstate transport requirements of CAA for 2015 Ozone
NAAQS'' after the entry for ``Interstate transport requirements of CAA
for 2008 Ozone NAAQS'' to read as follows:

 Sec.  52.1120   Identification of plan.

* * * * *
    (e) * * *

                                          Massachusetts Non Regulatory
----------------------------------------------------------------------------------------------------------------
                                      Applicable        State submittal
   Name of  nonregulatory  SIP       geographic or      date/effective    EPA approved  date     Explanations
            provision             nonattainment area         date                 \3\
----------------------------------------------------------------------------------------------------------------

                                                  * * * * * * *
Interstate transport              Statewide.........  September 27, 2018  1/31/2020           Approved with
 requirements of CAA for 2015                                             [Insert Federal      respect to
 Ozone NAAQS.                                                              Register            requirements for
                                                                           citation].          CAA section
                                                                                110(a)(2)(D)(i)(I
                                                                                ).

                                                  * * * * * * *
----------------------------------------------------------------------------------------------------------------
\3\ To determine the EPA effective date for a specific provision listed in this table, consult the Federal
  Register notice cited in this column for the particular provision.

[FR Doc. 2020-01113 Filed 1-30-20; 8:45 am]
BILLING CODE 6560-50-P


[Federal Register Volume 84, Number 40 (Thursday, February 28, 2019)]
[Proposed Rules]
[Pages 6705-6707]
[FR Doc No: 2019-03313]

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Proposed Rules
                                                Federal Register
________________________________________________________________________

This section of the FEDERAL REGISTER contains notices to the public of
the proposed issuance of rules and regulations. The purpose of these
notices is to give interested persons an opportunity to participate in
the rule making prior to the adoption of the final rules.

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Federal Register / Vol. 84, No. 40 / Thursday, February 28, 2019 /
Proposed Rules

DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

14 CFR Part 39

[Docket No. FAA-2019-0024; Product Identifier 2018-NM-138-AD]
RIN 2120-AA64

Airworthiness Directives; Bombardier, Inc., Airplanes

AGENCY: Federal Aviation Administration (FAA), DOT.

ACTION: Notice of proposed rulemaking (NPRM).

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SUMMARY: We propose to adopt a new airworthiness directive (AD) for
certain Bombardier, Inc., Model CL-600-2A12 (601) airplanes. This
proposed AD was prompted by a report of damage to the anti-rotation tab
on a main landing gear (MLG) side brace fitting due to the installation
of an incorrect side brace fitting shaft. This proposed AD would
require an inspection of the MLG side brace fitting for damage, a
verification of the side brace fitting shaft part number, and
replacement of the side brace fitting shaft if necessary. It would also
require the installation of an anti-rotation bracket. We are proposing
this AD to address the unsafe condition on these products.

DATES: We must receive comments on this proposed AD by April 15, 2019.

ADDRESSES: You may send comments, using the procedures found in 14 CFR
11.43 and 11.45, by any of the following methods:
     Federal eRulemaking Portal: Go to http://www.regulations.gov. Follow the instructions for submitting comments.
     Fax:<PHONE_NUMBER>.
     Mail: U.S. Department of Transportation, Docket
Operations, M-30, West Building Ground Floor, Room W12-140, 1200 New
Jersey Avenue SE, Washington, DC 20590.
     Hand Delivery: Deliver to Mail address above between 9
a.m. and 5 p.m., Monday through Friday, except Federal holidays.
    For service information identified in this NPRM, contact
Bombardier, Inc., 400 C[ocirc]te-Vertu Road West, Dorval, Qu[eacute]bec
H4S 1Y9, Canada; Widebody Customer Response Center North America toll-
free telephone 1-866-538-1247 or direct-dial telephone 1-514-855-2999;
fax<PHONE_NUMBER>; email<EMAIL_ADDRESS>internet http://www.bombardier.com. You may view this service information at the FAA,
Transport Standards Branch, 2200 South 216th St., Des Moines, WA. For
information on the availability of this material at the FAA, call 206-
231-3195.

Examining the AD Docket

    You may examine the AD docket on the internet at http://www.regulations.gov by searching for and locating Docket No. FAA-2019-
0024; or in person at Docket Operations between 9 a.m. and 5 p.m.,
Monday through Friday, except Federal holidays. The AD docket contains
this NPRM, the regulatory evaluation, any comments received, and other
information. The street address for Docket Operations (phone: 800-647-
5527) is in the ADDRESSES section. Comments will be available in the AD
docket shortly after receipt.

FOR FURTHER INFORMATION CONTACT: Kristopher Greer, Aerospace Engineer,
Aviation Safety Section AIR-7B1, Boston ACO Branch, FAA, 1200 District
Avenue, Burlington, MA 01803; telephone<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION:

Comments Invited

    We invite you to send any written relevant data, views, or
arguments about this proposal. Send your comments to an address listed
under the ADDRESSES section. Include ``Docket No. FAA-2019-0024;
Product Identifier 2018-NM-138-AD'' at the beginning of your comments.
We specifically invite comments on the overall regulatory, economic,
environmental, and energy aspects of this NPRM. We will consider all
comments received by the closing date and may amend this NPRM because
of those comments.
    We will post all comments we receive, without change, to http://www.regulations.gov, including any personal information you provide. We
will also post a report summarizing each substantive verbal contact we
receive about this NPRM.

Discussion

    Transport Canada Civil Aviation (TCCA), which is the aviation
authority for Canada, has issued Canadian AD CF-2018-19, dated July 20,
2018 (referred to after this as the Mandatory Continuing Airworthiness
Information, or ``the MCAI''), to correct an unsafe condition for
certain Bombardier, Inc., Model CL-600-2A12 (601) airplanes. The MCAI
states:

    There has been a report of damage to the anti-rotation tab on a
Main Landing Gear (MLG) Side Brace fitting. Investigation of the
report revealed that a Challenger model CL600 MLG Side Brace shaft
had been installed on a Challenger model CL601 Side Brace fitting.
Due to the difference in size, this will result in changes to the
way the load is transferred between the shaft and the MLG Side Brace
fitting and may result in premature cracking of the MLG Side Brace
fitting. This condition, if not corrected, could lead to the
collapse of the MLG resulting in structural damage to the wing spar
and fuel tank.
    This [Canadian] AD mandates an inspection of the MLG Side Brace
fitting and shaft to verify that the correct shaft part number (P/N)
is installed and the fitting is not damaged [damage includes
cracking, scratches, gouges, corrosion, defects, and incorrect inner
diameter tolerance]. If the Challenger CL600 shaft is installed,
this AD mandates replacement with the correct Challenger model CL601
part. If the correct P/N is found installed, this [Canadian] AD also
mandates the installation of a bracket to prevent the incorrect part
from being installed in the future.

    You may examine the MCAI in the AD docket on the internet at http://www.regulations.gov by searching for and locating Docket No. FAA-2019-
0024.

Related Service Information Under 1 CFR Part 51

    Bombardier has issued Service Bulletin 601-0624, Revision 2, dated
January 29, 2018. This service information describes procedures for
inspecting the MLG side brace fitting and side brace fitting shaft,
installing a replacement side brace fitting shaft if necessary, and
installing an anti-rotation bracket.
    This service information is reasonably available because the
interested parties have access to it through their normal course of
business or by the means identified in the ADDRESSES section.

FAA's Determination

    This product has been approved by the aviation authority of another
country, and is approved for operation in the United States. Pursuant
to our bilateral agreement with the State of Design Authority, we have
been notified of the unsafe condition described in the MCAI and service
information referenced above. We are proposing this AD because we
evaluated all the relevant information and determined the unsafe
condition described previously is likely to exist or develop on other
products of the same type design.

Proposed Requirements of This NPRM

    This proposed AD would require accomplishing the actions specified
in the service information described previously.

Costs of Compliance

    We estimate that this proposed AD affects 9 airplanes of U.S.
registry. We estimate the following costs to comply with this proposed
AD:

                                      Estimated Costs for Required Actions
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                                                                                Cost per       Cost on U.S.
                          Labor cost                              Parts cost        product         operators
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4 work-hours x $85 per hour = $340...........................            $397             $737           $6,633
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    We estimate the following costs to do any necessary on-condition
actions that would be required based on the results of any required
actions. We have no way of determining the number of aircraft that
might need these on-condition actions:

                                     Estimated Costs of On-Condition Actions
----------------------------------------------------------------------------------------------------------------
                                                                                Cost per
                                  Labor cost                                       Parts cost        product
----------------------------------------------------------------------------------------------------------------
8 work-hours x $85 per hour = $680............................................          $7,989           $8,669
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Authority for This Rulemaking

    Title 49 of the United States Code specifies the FAA's authority to
issue rules on aviation safety. Subtitle I, section 106, describes the
authority of the FAA Administrator. Subtitle VII: Aviation Programs,
describes in more detail the scope of the Agency's authority.
    We are issuing this rulemaking under the authority described in
Subtitle VII, Part A, Subpart III, Section 44701: ``General
requirements.'' Under that section, Congress charges the FAA with
promoting safe flight of civil aircraft in air commerce by prescribing
regulations for practices, methods, and procedures the Administrator
finds necessary for safety in air commerce. This regulation is within
the scope of that authority because it addresses an unsafe condition
that is likely to exist or develop on products identified in this
rulemaking action.
    This proposed AD is issued in accordance with authority delegated
by the Executive Director, Aircraft Certification Service, as
authorized by FAA Order 8000.51C. In accordance with that order,
issuance of ADs is normally a function of the Compliance and
Airworthiness Division, but during this transition period, the
Executive Director has delegated the authority to issue ADs applicable
to transport category airplanes to the Director of the System Oversight
Division.

Regulatory Findings

    We determined that this proposed AD would not have federalism
implications under Executive Order 13132. This proposed AD would not
have a substantial direct effect on the States, on the relationship
between the national Government and the States, or on the distribution
of power and responsibilities among the various levels of government.
    For the reasons discussed above, I certify this proposed
regulation:
    1. Is not a ``significant regulatory action'' under Executive Order
12866;
    2. Is not a ``significant rule'' under the DOT Regulatory Policies
and Procedures (44 FR 11034, February 26, 1979);
    3. Will not affect intrastate aviation in Alaska; and
    4. Will not have a significant economic impact, positive or
negative, on a substantial number of small entities under the criteria
of the Regulatory Flexibility Act.

List of Subjects in 14 CFR Part 39

    Air transportation, Aircraft, Aviation safety, Incorporation by
reference, Safety.

The Proposed Amendment

    Accordingly, under the authority delegated to me by the
Administrator, the FAA proposes to amend 14 CFR part 39 as follows:

PART 39--AIRWORTHINESS DIRECTIVES

0
1. The authority citation for part 39 continues to read as follows:

    Authority:  49 U.S.C. 106(g), 40113, 44701.

Sec.  39.13  [Amended]

0
2. The FAA amends Sec.  39.13 by adding the following new airworthiness
directive (AD):

Bombardier, Inc.: Docket No. FAA-2019-0024; Product Identifier 2018-
NM-138-AD.

(a) Comments Due Date

    We must receive comments by April 15, 2019.

(b) Affected ADs

    None.

(c) Applicability

    This AD applies to Bombardier, Inc., Model CL-600-2A12 (601)
airplanes, certificated in any category, serial numbers (S/N) 3001
through 3009 inclusive and 3011 through 3029 inclusive.

(d) Subject

    Air Transport Association (ATA) of America Code 57, Wings.

(e) Reason

    This AD was prompted by a report of damage to the anti-rotation
tab on a main landing gear (MLG) side brace fitting due to the
installation of an incorrect side brace fitting shaft. We are
issuing this AD to address premature cracking of the MLG side brace
fitting. This condition, if not corrected,

could lead to the collapse of the MLG, resulting in structural
damage to the wing spar and fuel tank.

(f) Compliance

    Comply with this AD within the compliance times specified,
unless already done.

(g) Inspection for Damage and Identification of the Side Brace Fitting
Shaft Part Number

    Within 400 flight cycles or 12 months, whichever occurs first,
after the effective date of this AD, do the actions specified in
paragraphs (g)(1) and (g)(2) of this AD.
    (1) Identify the part number of the installed side brace fitting
shaft.
    (2) Do a detailed visual inspection (DVI) of the side brace
fitting for signs of damage, including cracking and gouges, in
accordance with paragraph 2.B. of the Accomplishment Instructions of
Bombardier Service Bulletin 601-0624, Revision 2, dated January 29,
2018.

(h) Installation of Anti-Rotation Bracket

    (1) For airplanes on which a side brace fitting shaft having P/N
600-10237-3 is installed and the actions required by paragraph (g)
of this AD are done on or after the effective date of this AD:
Before further flight, modify the MLG side brace fitting by
installing the anti-rotation bracket in accordance with paragraph
2.C. of the Accomplishment Instructions of Bombardier Service
Bulletin 601-0624, Revision 2, dated January 29, 2018.
    (2) For airplanes on which a side brace fitting shaft having P/N
600-10237-3 is installed and the actions required by paragraph (g)
of this AD were done before the effective date of this AD: Within 6
months after the effective date of this AD, modify the MLG side
brace fitting by installing the anti-rotation bracket in accordance
with paragraph 2.C. of the Accomplishment Instructions of Bombardier
Service Bulletin 601-0624, Revision 2, dated January 29, 2018.

(i) Replacement of the Side Brace Fitting Shaft and Installation of the
Anti-Rotation Bracket

    (1) For airplanes on which a side brace fitting shaft having P/N
600-10237-1 or 600-10237-5 is installed and damage is found during
the DVI of the side brace fitting: Before further flight, do a DVI
of the anti-rotation tab and side brace fitting aft bushing for
cracking, scratches, gouges, corrosion, and inner diameter
tolerance, and a special detailed inspection (SDI) of the side brace
fitting aft bore for cracks and defects; perform applicable repairs;
replace the side brace fitting shaft with a side brace fitting shaft
having P/N 600-10237-3; and install the anti-rotation bracket in
accordance with paragraph 2.D. of the Accomplishment Instructions of
Bombardier Service Bulletin 601-0624, Revision 2, dated January 29,
2018.
    (2) For airplanes on which a side brace fitting shaft having P/N
600-10237-1 or 600-10237-5 is installed and no damage is found
during the DVI of the side brace fitting: Within 300 flight cycles
or 12 months, whichever occurs first, after the inspection required
by paragraph (g)(2) of this AD, do a DVI of the anti-rotation tab
and side brace fitting aft bushing for cracking, scratches, gouges,
corrosion, and inner diameter tolerance, and an SDI of the side
brace fitting aft bore for cracks and defects; perform applicable
repairs; replace the side brace fitting shaft with a side brace
fitting shaft having P/N 600-10237-3; and install the anti-rotation
bracket in accordance with paragraph 2.D. of the Accomplishment
Instructions of Bombardier Service Bulletin 601-0624, Revision 2,
dated January 29, 2018.

(j) Exceptions to Service Information

    Where Bombardier Service Bulletin 601-0624, Revision 2, dated
January 29, 2018, specifies contacting Bombardier's Customer Support
Engineering for repair instructions: This AD requires doing the
repair before further flight using a method approved in accordance
with the procedures specified in paragraph (l)(2) of this AD.

(k) Credit for Previous Actions

    (1) For an airplane on which a side brace fitting shaft having
P/N 600-10237-3 is installed this paragraph provides credit for
actions required by paragraphs (g) and (h) of this AD, if those
actions were performed before the effective date of this AD using
Bombardier Service Bulletin 601-0624, dated October 1, 2012; or
Bombardier Service Bulletin 601-0624, Revision 1, dated March 29,
2017.
    (2) This paragraph provides credit for actions required by
paragraph (g) of this AD, if those actions were performed before the
effective date of this AD using Bombardier Service Bulletin 601-
0624, dated October 1, 2012; or Bombardier Service Bulletin 601-
0624, Revision 1, dated March 29, 2017, provided that the side brace
fitting shaft was identified as having P/N 600-10237-3 and within 6
months after the effective date of this AD, the MLG side brace
fitting is modified by installing the anti-rotation bracket in
accordance with paragraph 2.C. of the Accomplishment Instructions of
Bombardier Service Bulletin 601-0624, Revision 2, dated January 29,
2018.
    (3) This paragraph provides credit for actions required by
paragraphs (g) and (i), if those actions were performed before the
effective date of this AD, provided that any side brace fitting
shaft having P/N 600-10237-1 or P/N 600-10237-5 was identified and
replaced with a side brace fitting shaft having P/N 600-10237-3, and
the anti-rotation bracket was installed in accordance with paragraph
2.D. of the Accomplishment Instructions of Bombardier Service
Bulletin 601-0624, Revision 1, dated March 29, 2017.

(l) Other FAA AD Provisions

    The following provisions also apply to this AD:
    (1) Alternative Methods of Compliance (AMOCs): The Manager, New
York ACO Branch, FAA, has the authority to approve AMOCs for this
AD, if requested using the procedures found in 14 CFR 39.19. In
accordance with 14 CFR 39.19, send your request to your principal
inspector or local Flight Standards District Office, as appropriate.
If sending information directly to the manager of the certification
office, send it to ATTN: Program Manager, Continuing Operational
Safety, FAA, New York ACO Branch, 1600 Stewart Avenue, Suite 410,
Westbury, NY 11590; telephone<PHONE_NUMBER>; fax<PHONE_NUMBER>. Before
using any approved AMOC, notify your appropriate principal
inspector, or lacking a principal inspector, the manager of the
local flight standards district office/certificate holding district
office.
    (2) Contacting the Manufacturer: For any requirement in this AD
to obtain corrective actions from a manufacturer, the action must be
accomplished using a method approved by the Manager, New York ACO
Branch, FAA; or Transport Canada Civil Aviation (TCCA); or
Bombardier, Inc.'s TCCA Design Approval Organization (DAO). If
approved by the DAO, the approval must include the DAO-authorized
signature.

(m) Related Information

    (1) Refer to Mandatory Continuing Airworthiness Information
(MCAI) Canadian AD CF-2018-19, dated July 20, 2018, for related
information. This MCAI may be found in the AD docket on the internet
at http://www.regulations.gov by searching for and locating Docket
No. FAA-2019-0024.
    (2) For more information about this AD, contact Kristopher
Greer, Aerospace Engineer, Aviation Safety Section AIR-7B1, Boston
ACO Branch, FAA, 1200 District Avenue, Burlington, MA 01803;
telephone<PHONE_NUMBER>.
    (3) For information about AMOCs, contact Aziz Ahmed, Aerospace
Engineer, FAA, New York ACO Branch, 1600 Stewart Avenue, Suite 410,
Westbury, New York 11590; telephone:<PHONE_NUMBER>; fax: 516-794-
5531; email<EMAIL_ADDRESS>    (4) For service information identified in this AD, contact
Bombardier, Inc., 400 C[ocirc]te-Vertu Road West, Dorval,
Qu[eacute]bec H4S 1Y9, Canada; Widebody Customer Response Center
North America toll-free telephone 1-866-538-1247 or direct-dial
telephone 1-514-855-2999; fax<PHONE_NUMBER>; email
<EMAIL_ADDRESS>internet http://www.bombardier.com. You
may view this service information at the FAA, Transport Standards
Branch, 2200 South 216th St., Des Moines, WA. For information on the
availability of this material at the FAA, call<PHONE_NUMBER>.

    Issued in Des Moines, Washington, on February 21, 2019.
Dionne Palermo,
Acting Director, System Oversight Division, Aircraft Certification
Service.
[FR Doc. 2019-03313 Filed 2-27-19; 8:45 am]
 BILLING CODE 4910-13-P