CFTC Staff Letter 09-03: No-Action Relief from CPO Registration for General Partner

U.S. COMMODITY FUTURES TRADING COMMISSION
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Facsimile: (202) 418-5547 aradhakrishnan@cftc.gov Division of Clearing and Intermediary Oversight Ananda Radhakrishnan Director CFTC Letter No. 09-03 May 21, 2009 No-Action Division of Clearing and Intermediary Oversight Re: Section 4m(1) Dear :
This is in response to your letter dated April 8, 2009, to the Division of Clearing and Intermediary Oversight (the “Division”) of the Commodity Futures Trading Commission (the “Commission”), as supplemented by your e-mails, dated April 10 and April 28, 2009, and by telephone conversations with Division staff (collectively, the “correspondence”). By the correspondence, you seek relief on behalf of “A” from the requirement to register with the Commission as a commodity pool operator (“CPO”) under Section 4m(1) of the Commodity Exchange Act (the “Act”)1 in connection with serving as the general partner of the Pools, such that “B”, a registered CPO, may serve as the Pool’s CPO instead. Based upon the representations made in the correspondence, we understand the facts to be as follows: The Pools were formed as limited partnerships. While “A” is the general partner to the pools, “A” has delegated all of its management authority to “B”, each Pool’s investment manager and a registered CPO. As is explained in the correspondence, this structure is intended to facilitate the favorable tax treatment of performance allocations to the owners of “A”.2