CFTC Staff Letter 13-20: No-Action Relief from CPO Registration for Managing Member

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. 13-20
No-Action
March 13, 2013
Division of Swap Dealer and Intermediary Oversight Re: Section 4m(1) Request for Commodity Pool Operator Registration Relief Dear :
This is in response to your letter dated December 11, 2012, to the Division of Swap Dealer and Intermediary Oversight (the “Division”) of the Commodity Futures Trading Commission (the “Commission” or “CFTC”), as supplemented by your email message, sent February 19, 2013 (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 managing member of the “Pool”, such that “B” 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 liability company. While “A” is the Pool’s managing member, “A” has delegated all of its management authority to “B”, the Pool’s investment manager. “A” is making this request for the purpose of avoiding the duplicative requirements that would otherwise be imposed by the registration of multiple affiliated entities with the Commission as CPOs. In support of your request you represent that:

1. “A” and “B” are under common ownership and control. Specifically, you are the
   Managing Member of each of “A” and “B”, and you and Messrs. “C” and “D” own, respectively, 46.50%, 46.50%, and 7.00% of each of “A” and “B”.