CFTC Staff Letter 97-11: No-Action Relief from CPO Registration for Co-General Partner

U.S. COMMODITY FUTURES TRADING COMMISSION 91~// DIVISION OF TRADING & MARKETS Three Lafayette Centre 1155 21st Street, NW, Washington, DC 20581 Telephone: (202) 418-5430 Facsimile: (202) 418-5536 March 11, 1997 Re: Section 4m(1)--Relief from Registration as a CPO Dear This is in response to your letter dated February 18, 1997, to the Division of Trading and Markets ("Division") of the Commodity Futures Trading Commission ("Commission"), as supple￾mented by telephone conversations with Division staff. By your correspondence, you request that the Division concur with your view that "X" need not register with the Commission as a commodity pool operator ("CPO"). Based upon the representations made in your letter, as supplemented, we understand the pertinent facts to be as follows. the "Partnership", a Delaware limited partnership formed on October 1, 1982, is a private investment partnership which invests in a variety of securities and commodity interest contracts. "A", a registered CPO, has been the general partner of the Partnership since 1982. "A" is responsible for all investment decisions of the Partnership and is the president and 100% owner of "X". The Partnership recently added "X" as a general partner to, among other things, provide a measure of continuity to the Partnership in the event of "A's" death or legal incapacity. "X" provides administrative systems and services, computer research systems and· services, and office facilities and personnel to the Partnership. "X" does not solicit participants or take part in any investment of funds for the Partnership. However, inasmuch as "X" will be a general partner of the Fund, it will be serving as a CPO of the Fund and, absent relief, must register as a CPO. In support of the instant request, you represent that "A" will remain registered as a CPO and "A" and "X" will, by written and dated acknowledgments, accept joint and several liability for any violations of the Commodity Exchange Act 1 (the "Act") or Commission rules promulgated thereunder applicable to CPOs in connection with "X" and "A" serving as general partners of the Partnership. 1 The Act is found at 7 U.S.C. §§ 1 et seq. (1994). ,;,1 \1'

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