CFTC Staff Letter 96-31: No-Action Relief for Offshore CPO and CTA of British Virgin Islands Fund

U.S. COMMODITY FUTURES TRADING COMMISSION Three Lafayette Centre 1155 21st Street, NW, Washington, DC 20581 Telephone: (202) 418-5430 Facsimile: (202) 418-5536 DIVISION OF 1RADING & MARKETS Dear April 22, 1996 Re: Section 4m(1) -- Request for Exemption from Registration Requirements In Connection with Role in Offshore Fund. Request for Relief from Requirement to Provide Disclosure Document in Connection with Advisory Services Provided To Offshore Fund. This is in response to your letter dated February 13, 1996 to the Division of Trading and Markets ("Division") of the Commodity Futures Trading Commission ("Commission"), as supplemented by letters dated February 28, 1996 and March 25, 1996, by which you request on behalf of "X" relief from registration requirements in connection with its serving as the commodity pool operator ("CPO") of the "Fund", an offshore pool formed under the laws of the British Virgin Islands. In addition, you request on behalf of "Y", which will serve as the commodity trading advisor ("CTA") of the Fund, 1 /elief from the Disclosure Document requirement of Rule
4. 31.-
(a) General Representations
Based upon the representations made in your letter, as supplemented, we understand the pertinent facts to be as follows. "X" is incorporated under the laws of the British Virgin Islands. All of the voting, non -participating shares of "X" will be owned by "A" (fifty percent) and "B" and "C" (jointly fifty percent).~/ ~/ Commission rules referred to herein are found at 17 C.F.R. Ch. I (1995), as amended hY 60 Fed. Reg. 38,146, (July 25, 1995). ~/ "X" will also issue non-voting, participating shares which will be held as follows: "B" and "C", twenty- five perce nt; "A", twenty percent; "D", "A's" spouse, five percent; and a not-for￾profit organization ("NFP"), which is separate and distinct from the NFP that is described later in this letter, fifty percent. The (conti nued ... )