CFTC Staff Letter 97-40: No-Action Position on CPO Registration for Co-General Partner

97-40
CFTC Letter No. 97-40
June 2, 1997
Division of Trading & Markets
Re: Relief from Section 4m(1)--Registration as a CPO Dear :
This is in response to your letter dated May 9, 1997, to the Division of Trading and Markets ( Division ) of the Commodity Futures Trading Commission ( Commission ). By your correspondence, you request that the Division concur with your view that A need not register individually with the Commission as a commodity pool operator ( CPO ). Based upon the representations made in your letter, we understand the pertinent facts to be as follows. (The Partnership ), was formed on March 10, 1997 and was structured for tax purposes and as a way to contribute capital to the Partnership to have two general partners, A and X . X is a registered investment adviser and has filed an application with the National Futures Association ( NFA ) to register with the Commission as a CPO.1 A , as the president and sole shareholder of X , has filed an application with the NFA to register as an associated person ( AP ) and to be listed as a principal of X . 2 X will be responsible for all investment decisions of the Partnership, including all investment decisions with respect to commodity futures and option contracts. You have provided the Division with written acknowledgments from X and A that each accepts joint and several liability for any violations of the Commodity Exchange Act3 (the Act ) or Commission regulations committed by the other in connection with the operation of the Partnership. Based upon the foregoing and subject to the following conditions, the Division will not recommend that the Commission take any enforcement action against A solely for failure to register as a CPO in connection with her position as a general partner of the Partnership. This position is subject to the following conditions: (1) that X becomes registered as a CPO and that A becomes, and remains, duly registered as an AP and listed as a principal of X ; and (2) that A does not, except in her capacity as an AP of X , exercise discretion, supervision or control over, or take
part in (a) the solicitation, acceptance or receipt of funds or property to be used for purchasing
interests in the Partnership, or (b) the investment, use or other disposition of funds or property of the Partnership. file:///S|/Website%20Management/LegacyDataCopyasof2010-04-21/tm/letters/97letters/tm97-40.htm (1 of 2) [5/6/2010 7:34:54 PM]