CFTC Staff Letter 01-63: Exemption from Rules 4.21 and 4.22 for Joint CPOs of Master and Feeder Funds

CFTC Letter No. 01-63
CFTC Letter No. 01-63
June 19, 2001
Exemption
Division of Trading and Markets
Re: Request for Exemption from Rules 4.21 and 4.22 Dear :
This is in response to your letter dated May 1, 2001, to the Division of Trading and Markets ("Division") of the Commodity Futures Trading Commission ("Commission"), as supplemented by telephone conversations with Division staff. By your correspondence, you request that “X” and “Y”, both registered commodity pool operators ("CPO") and the joint CPOs of the "Master Fund", be granted an exemption from the periodic and annual reporting requirements and the delivery of disclosure documents of Rules 4.21 and 4.22.[1] Based upon your representations, we understand the facts to be as follows. In addition to the Master Fund, “X” and “Y” serve as the CPOs of "Feeder Fund I", a Delaware limited partnership, and "Feeder Fund II", a Cayman Islands exempted company. The Master Fund has as its only participants Feeder Fund I and Feeder Fund II (collectively the "Feeder Funds"). “X” and “Y” have previously claimed relief under Rule 4.7 with respect to Feeder Fund I and Feeder Fund II. Rules 4.21 and 4.22 require that a CPO provide participants with certain disclosure documents and periodic and annual reports, as set forth in the Rules. Therefore, absent the requested exemption, “X” and “Y” as the CPOs of the Master Fund would be required to provide disclosure documents, periodic reports, and an annual report to themselves as the CPOs of the Feeder Funds. Based upon the representations contained in your letter, the Division believes that granting the requested exemption would not be contrary to the public interest and the purposes of Rules 4.21 and 4.22.[2] Accordingly, by the authority delegated to it under Rule 140.93(a)(1), the Division hereby exempts “X” and “Y” from the disclosure requirement and the periodic and annual reporting requirements of Rules
4.21 and 4.22, in connection with its operation of the Master Fund. This relief is subject to the
conditions that: (i) “X and “Y” remain the CPOs of the Master Fund and the Feeder Funds; (ii) participation in the Master Fund is limited to the Feeder Funds, and any fund for which “X” and “Y” are the sole CPOs; and (iii) the annual reports of the Feeder Funds contain financial statements that include, among other information, the fees associated with the operation of the Master Fund.[3] The exemption granted by this letter does not excuse “X” or “Y” from compliance with any other file:///S|/Website%20Management/LegacyDataCopyasof2010-04-21/tm/letters/01letters/tm01-63.htm (1 of 2) [5/6/2010 6:15:57 PM]

CFTC Letter No. 01-63 applicable requirements contained in the Commodity Exchange Act ("Act")[4] or the Commission's regulations issued thereunder. For example, they remain subject to all antifraud provisions of the Act and the Commission's regulations issued thereunder, the reporting requirements for traders set forth in Parts 15, 18, and 19 of the Commission's regulations and to all other applicable provisions of Part 4. Moreover, this letter is applicable to “X” and “Y” solely in connection with their operation of the Master Fund. This letter, and the exemption granted herein, is based upon the representations that have been made to us. Any different, changed, or omitted facts or conditions might render the exemption void. You must notify us immediately in the event the operations or activities of “X”, “Y”, the Master Fund, or the Feeder Funds change in any material way from those represented to us. If you have any questions concerning this correspondence, please contact Michael A. Piracci, an attorney on my staff, at (202) 418-5430. Very truly yours, John C. Lawton Acting Director [1] Commission rules referred to herein are found at 17 C.F.R. Ch. 1 (2001). [2] See, CFTC Interpretative Letter No. 00-87, [Current Transfer Binder] Comm. Fut. L. Rep. (CCH) ¶ 28,246 (September 11, 2000). [3] See, letter from John C. Lawton, Acting Director, Division of Trading and Markets, to all registered CPOs (January 12, 2001) (http://www.cftc.gov/tm/tmcpoannualreport2000.htm). (Stating that "[a]t a minimum, the pool's financial statements should disclose, for each major investee fund: (1) the name of the fund; (2) the carrying value of the instrument; (3) liquidity information (such as limitations on withdrawals from the investee fund); and (4) the summary income statement information discussed in Regulation 4.22(e). This should include fees paid by the investee pool expressed in dollars."). [4] 7 U.S.C. § 1 et seq. (1994), as amended by Pub. L. No. 106-554, 114 Stat. 2763 (to be codified as amended in scattered sections of 7 U.S.C.). file:///S|/Website%20Management/LegacyDataCopyasof2010-04-21/tm/letters/01letters/tm01-63.htm (2 of 2) [5/6/2010 6:15:57 PM]