CFTC Staff Letter 97-04: Relief from Disclosure and Reporting Requirements for a Registered CPO

97-04
CFTC Letter No. 97-04
February 6, 1997
Division of Trading & Markets
Re: Request for Relief from the Disclosure and Reporting Requirements of Rules 4.26(a)(2), 4.22(a) and 4.22(c) Dear :
This is in response to your letter to the Division of Trading and Markets ("Division") of the Commodity Futures Trading Commission ("Commission") dated November 26, 1996, as supplemented by telephone conversations with Division staff. You request on behalf of X , a registered commodity pool operator ("CPO") and commodity trading advisor, relief from the requirements of Rules 4.26(a)(2), 4.22(a) and 4.22(c)1 in connection with the operation of the Fund", a commodity pool for which X is the sole general partner and CPO. A is the president and sole principal of X . Based upon the representations made in your letter, as supplemented, we understand the pertinent facts to be as follows. The Fund was organized in July 1995. X solicited investors pursuant to a Disclosure Document dated August 17, 1995, and the Fund began trading commodity interests on October 1, 1995. During the Fund s five-month period of activity, none of the 16 limited partners2 redeemed their interests in the Fund. The CPO suspended the Fund s trading on February 29, 19963 and required a liquidating distribution of all of the limited partners capital with the express understanding that, if it elected to resume trading activities, the former limited partners ("Former Limited Partners") would have an opportunity to reinvest in the Fund.4 The Fund did not engage in any trading activities from March 1, 1996 through December 31,
1996. Prior to December 31, 1996, A discussed reinvestment in the Fund with some of the Former
Limited Partners. Although the Former Limited Partners were not obligated to reinvest in the Fund, you represent that six indicated an interest in doing so. Each of these six Former Limited Partners is a QEP. Four have chosen to become limited partners once again, and the Fund resumed trading with their contributions and additional contributions from A on January 2, 1997. You seek relief from the prohibition in Rule 4.26(a)(2) against using a Disclosure Document that is dated more than nine months prior to the date of its use. In support of your request, you state that there are no material changes to the Disclosure Document dated August 17, 1995. Based upon file:///S|/Website%20Management/LegacyDataCopyasof2010-04-21/tm/letters/97letters/tm97-04.htm (1 of 3) [5/6/2010 7:35:00 PM]