CFTC Staff Letter 09-44: No-Action Relief from CPO Registration for General Partner

U.S. COMMODITY FUTURES TRADING COMMISSION
Three Lafayette Centre
1155 21st Street, NW, Washington, DC 20581
Telephone: (202) 418-5430
Facsimile: (202) 418-5547 aradhakrishnan@cftc.gov Division of Clearing and Intermediary Oversight Ananda Radhakrishnan Director CFTC Letter No. 09-44 No-Action August 21, 2009 Division of Clearing and Intermediary Oversight Re: Section 4m(1) – Request for CPO Registration Relief Dear :
This is in response to your letter dated July 8, 2009, to the Division of Clearing and Intermediary Oversight (the “Division”) of the Commodity Futures Trading Commission (the “Commission” or “CFTC”), as supplemented by e-mail messages from your counsel, “A”, sent July 27 and August 13, 2009 (collectively, the “correspondence”). By the correspondence, you seek relief on behalf of “B”1 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”)2 in connection with serving as the general partner of the Pool, such that “C”, 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 Pool is organized as a limited partnership. While “B” is its general partner, “B” has delegated all of its management authority to “C”, the 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 “B”.3 In support of your request you represent that: