CFTC Staff Letter 95-91: No-Action Relief from CTA Registration for Advisers to Offshore Funds

DIVISION OF
TRADING AND MARKETS
Dear
COMMODITY FUTURES TRADING COMMISSION 2033 K Street, NW, Washington, DC 20581 (202) 254-8955 (202) 254- 8010 Facsimile July 24, 1995 Re: Request for No-Action Relief from CTA Registration Where CTA Has Only Foreign Investment Funds as Clients This is in response to your letter dated July 7, 1995, to the Division of Trading and Markets ("Division") of the Commodity Futures Trading Commission ("Commission"), in which you request on behalf of ("X") that the Division not recommend that the Commission take any enforcement action against "X" for failure to register as a commodity trading advisor ("CTA") in connection with "X's" providing commodity interest trading advice to (the "Fund"). Based upon the representations made in your letter, as supplemented, we understand the relevant facts to be as follows. The Fund is organized and operated pursuant to the laws of the Cayman Islands. Shares in the Fund may not be owned directly or indirectly by United States persons.~/ Accordingly, you repre￾sent that the Fund does not, and will not, contain any capital directly or indirectly contributed from United States sources. Further, you represent that all meetings and activities of the Fund's shareholders and officers will be conducted outside of the United States. "X" is registered as an investment adviser ("IA") under the Investment Advisers Act of 1940. In addition to acting as an IA to a number of investment companies registered as such under the Investment Company Act of 1940 ( "ICA") , "X" intends to provide commodity interest trading advice as well as securities advice to the Fund. "X" is primarily engaged in providing investment advice to registered investment companies and, with respect to the Fund, will provide commodity interest trading advice in a manner solely ~/ You have represented that for the purpose of this request, the definition of "United States person" is identical to the definition employed in Division of Trading and Markets Interpretative Letter No. 92-3, [1990-92 Transfer Binder] Comm. Fut. L. Rep. (CCH) ~ 25,221 (January 29, 1992).