CFTC Staff Letter 12-23: No-Action Relief for General Partner of Commodity Pool from CPO Registration

U.S. COMMODITY FUTURES TRADING COMMISSION
Three Lafayette Centre
1155 21st Street, NW, Washington, DC 20581
Telephone: (202) 418-6700
Facsimile: (202) 418-5407
Division of Swap Dealer and
Intermediary Oversight
Gary Barnett
Director
CFTC Letter No. 12-23
No-Action
September 14, 2012
Division of Swap Dealer and Intermediary Oversight Re: Section 4m(1) – Request for CPO Registration Relief Dear :
This is in response to your letter dated May 24, 2012, to the Commodity Futures Trading Commission (the “Commission” or “CFTC”), as supplemented by the email message of your counsel, “A”, sent June 29, 2012 (collectively, the “correspondence”). By the correspondence, you seek relief on behalf of “B” 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 “Pool”, such that “C” may serve as the Pool’s CPO instead. Based upon representations made in the correspondence, we understand the pertinent facts to be as follows: The Pool is organized as a limited partnership. While “B” is the Pool’s general partner, “B” has delegated all of its management authority to “C”, the Pool’s investment manager. As is explained in the correspondence, this structure is intended to facilitate the favorable tax treatment of performance allocations to “B”. In support of your request you represent that:

1. “B” and “C” are under common ownership and control. Specifically, you are the sole
   owner and Managing Member of each of “B” and “C”.