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Federal Register / Vol. 86, No. 180 / Tuesday, September 21, 2021 / Notices
that each Fund will otherwise comply with all other requirements of rule 17e 1c.
10. Section 17f 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 17f2 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 17f and rule 17f2 to permit the following exceptions from the requirements of rule 17f2: a A Funds 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 17f2f, 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 17f2, including the recordkeeping requirements of paragraph e.
11. Section 17g of the Act and rule 17g1 thereunder generally require the bonding of officers and employees of a registered investment company who have access to its securities or funds.
Rule 17g1 requires that a majority of directors who are not interested persons of a registered investment company take certain actions and give
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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 01a7.
Applicants request an exemption from rule 17g1 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 17g1g 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 1j3. 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 17g1g. 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 17g1.
12. Section 17j of the Act and rule 17j1 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 companys 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 17j and the provisions of rule 17j1 except for the anti-fraud provisions of rule 17j1b 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 30a, b and e of the Act and the rules thereunder generally require that registered investment companies prepare and file with the
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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 30a, 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 30h 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 16a of the Exchange Act. Applicants request an exemption from section 30h 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 38a1 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 38a1a, 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 Funds 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 38a1 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 38a1a4iv that the chief compliance officer meet with the independent directors by having the chief compliance officer
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