CFTC Staff Letter 95-24: New General Partner of Rule 4.12(b) Partnership Not Required to Register as CPO

DIVISION OF
TRADING AND MARKETS
COMMODITY FUTURES TRADING COMMISSION 2033 K Street, NW, Washington, DC 20581 (202) 254-8955 (202) 254-8010 Facsimile March 13, 1995 Re: Section 4m(1) -- Request for Relief from Registration of Co-CPO Dear This is in response to your letter dated February 21, 1995, as supplemented by your letter dated March 7, 1995 and telephone conversations with Division staff, in which you request that the Division of Trading and Markets ("Division") of the Commodity Futures Trading Commission ("Commission") grant relief from registration as a commodity pool operator ("CPO") to "A" in connection with "A's" recent admission as a general partner of (the "Partnership"), a New York limited partnership. Based upon the representations made in your letter, as supplemented, we understand the relevant facts to be as follows. The Partnership is a private investment limited partnership which currently has three general partners: "B", "C" and "A". "B" is registered as a CPO. "C" is in· the process of registering as a CPO and "A" seeks relief from registration as a CPO. The Part￾nership is not marketed as a commodity pool and will not commit more than ten percent of the fair market value of its assets to establish commodity interest positions. A claim for exemptio~ pursuant to Rule 4.12(b) has been filed for the Partnership.l/ "A" became a general partner of the Partnership effective January 1, 1995. Although he is a general partner, you represent that "A" will not exercise discretion, supervision or control over or participate in: (i) the solicitation, acceptance or receipt of funds or property to be used for purchasing interests in the Partnership or (ii) the investment, use or disposition of funds or property of the Partnership. Rather, his responsibility will be to serve as principal financial officer. His involvement with the Partnership will be limited to back office activities, such as effecting transfers of funds to accounts held by limited partners and other accounting duties. In further support of your 1/ Commission rules referred to herein are found at 17 C.F.R. Ch. I (1994).