Exemptive Letters

00-07 ; Rule 4.13(a)(2) and Rule 4.22(d); Exemption
Withdrawal from registration as a CPO granted under Rule 413(a)(2), and exemption from the certified financial statement requirements of Rule 4.22(d).

00-08 ; Rule 4.7(a); Exemption
The Division of Trading and Markets provided an exemption to a registered commodity pool operator (CPO) from the requirements of Rule 4.7(a) to permit certain employees who are not qualified eligible participants (QEPs), but who are "knowledgeable employees" as defined in Rule 3c-5 of the Investment Company Act of 1940 (17 C.F.R. ?270.3c-5 (1999)) to invest in a commodity pool operated by the CPO pursuant to Rule 4.7(a).

00-102 ; 4.22(c) & (d); Exemption
The CPO of a Fund requested an exemption from the requirement of Rule 4.22(d) that the Fund's 1999 Annual Report be audited, and exemption from the requirement of Rule 4.22(c) that the Fund distribute an annual report to participants. Based on the ownership structure, the managing member and the only investor of the Fund are synonymous. The investor submitted a consent waiver statement in support of the exemption. The Fund subsequently closed in August 2000 and the CPO requested the same exemptions for 2000.

00-107 ; 4.22(d); Exemption
The CPO of a pool ceased trading in September 2000 closing the pool and liquidating the units of ownership. The CPO requested exemption from the requirement of Rule 4.22(d) that the pool's 2000 Annual Report be audited. The participants submitted consent waiver statements in support of the exemption. The exemption was granted upon condition that an unaudited 2000 Annual Report be provided to the participants, NFA and CFTC.

00-11 ; 4.22(c) & (d); Exemption
The CPO of a small pool dissolved the end of November and requested exemption from the requirement of Rule 4.22(d) that the pool's 1999 Annual Report be audited. The participants submitted consent waiver statements in support of the exemption. The exemption was granted upon condition that an unaudited 1999 Annual Report be provided to the participants.

00-12 ; Rule 4.22(c) & (d); Exemption
The CPO of a small pool which has never traded futures or options and requested exemption from the requirement of Rule 4.22(d) that the pool's 1999 Annual Report be audited. The participants submitted consent waiver statements in support of the exemption. The exemption was granted upon condition that an unaudited 1999 Annual Report be provided to the participants.

00-13 ; Rule 4.22(c) & (d); Exemption
The CPO of a small pool which commenced trading July 6, 1999, requested exemption from the requirement of Rule 4.22(d) that the pool's 1999 Annual Report be audited. The participants supported the request. That exemption was granted upon condition that: (1) an unaudited 1999 annual report be provided to the participants; and (2) the audited 2000 report will include the 1999 data.

00-14 ; Regulation 4.7(b); Exemption
The Division of Trading and Markets provided an exemption to a registered CTA, permitting it to treat a pool as a QEC for the purposes of its advising the pool pursuant to Rule 4.7(b), where each of the current limited partners of the pool is a principal of either the CTA or the CPO. The letter also denied the CTA relief from the QEC criteria of Rule 4.7(b) with respect to additional limited partners of the pool where the CTA did not present any special facts or circumstances that would permit it to treat such limited partners as QECs.

00-15 ; Rule 4.33; Exemption
The Division of Trading and Markets provided exemptive relief to a registered CTA from the requirements of Rule 4.33 that the firm must maintain its books and records at its main business office, so that it could keep certain books and records at the futures commission merchant where all accounts managed by the CTA will be carried.

00-16 ; Regulation 4.7(a); Exemption
The Division of Trading and Markets provided an exemption to a registered CPO from the requirements of Rule 4.7(a) to permit certain employees who are not QEPs, but who are "knowledgeable employees" as defined in Rule 3c-5 of the Investment Company Act of 1940, to invest in certain commodity pools operated by the CPO pursuant to Rule 4.7(a).

00-17 ; Rule 4.7(a); Exemption
The Division of Trading and Markets provided exemptive relief to two registered CPOs that permits the CPOs to treat their non-QEP employees as QEPs for purposes of the employees' investments in funds operated by the CPOs pursuant to Rule 4.7(a) because the employees are either "knowledgeable employees" as that term is defined in Rule 3c-5 under the Investment Company Act of 1940 or have been employed in the financial services industry for at least two years and are "accredited investors" as that term is defined in Rule 501(a)(6) under the Securities Act of 1933.

00-18 ; 4.22(c) & (d); Exemption
The CPO of a small pool which started in late 1999 requested exemption from the requirement of Rule 4.22(d) that the pool's 1999 Annual Report be audited. The participants supported the request. The exemption was granted upon condition that (1) an unaudited 1999 annual report be provided to the participants; and (2) the audited 2000 report will include 1999 data.

00-19 ; Rule 4.33; Exemption
An offshore CTA entered into an agreement with a U.S. CPO to maintain the books and records of the CTA's client. The CTA and CPO both filed 4.7 notices and the CTA will not solicit any other client business. The exemption was granted upon condition that (1) the CTA notify the Division if the location of any such books and records changes from that as represented to us; and (2) CTA remains responsible for the maintenance of all required books and records.

00-20 ; Rule 4.7(a); Exemption
The Division of Trading and Markets provided exemptive relief to a registered CPO that permits the CPO to treat a non-QEP employee as a QEP for purposes of the employee's investment in funds operated by the CPO pursuant to Rule 4.7(a) because the employee is a "knowledgeable employee" as that term is defined in Rule 3c-5 under the Investment Company Act of 1940.

00-23 ; Rule 4.22(c) & (d); Exemption
The CPO of a pool undergoing an orderly closing and liquidation of assets by the end of January 2000 requested exemption from the requirements of Rule 4.22(d) that the pool's 1999 Annual Report be audited. The participants submitted consent waiver statements in support of the exemption. The exemption was granted upon condition that an unaudited 1999 Annual Report be provided to the participants.

00-24 ; 4.22(c) & (d); Exemption
The CPO of a small pool requested exemptive relief from the requirement of Rule 4.22(d) because the cost of a certified audit would be excessively expensive relative to the fund's assets. The participants submitted consent waiver statements in support of the exemption. The exemption was granted upon condition that an unaudited 1999 Annual Report be provided to the participants.

00-25 ; 4.22(c) & (d); Exemption
The CPO of a small pool requested exemptive relief from the requirement of Rule 4.22(d) whose only two investors in the pool are the sole principal of the CPO and his spouse. The participants submitted consent waiver statements in support of the exemption. The exemption was granted upon condition that an unaudited 1999 Annual Report be provided to the participants.

00-26 ; 4.22(c) & (d); Exemption
The CPO of a small pool which started in late 1999 requested exemption from the requirement of Rule 4.22(d) that the pool's 1999 Annual Report be audited. The participants supported the request. The exemption was granted upon condition at (1) an unaudited 1999 Annual Report be provided to the participants, and (2) the audited 2000 report will include 1999 data.

00-28 ; Rule 4.7(a); Exemption
The Division of Trading and Markets provided exemptive relief to a registered CPO from the requirements of Rule 4.7(a), to permit an employee who was not a qualified eligible participant (QEP), to invest in a commodity pool operated by the CPO pursuant to Rule 4.7(a), where the employee was a "knowledgeable employee" as defined in Rule 3c-5 of the Investment Company Act of 1940 (17 C.F.R. ? 270.3-5 (1999)), and was the son of the president of the CPO and co-founder of the Fund.

00-32 ; Rule 4.7(a); Exemption
The Division of Trading and Markets provided exemptive relief to a registered CPO that permits the CPO to treat four non-QEP investors as if they satisfy the criteria of Rule 4.7(a). The investors are managing directors of the CPO and have been employed by the CPO for over six years. As such, it appears that they are "knowledgeable employees" as that term is defined in Rule 3c-5 under the Investment Company Act of 1940.

00-33 ; Regulation 4.7(a); Exemption
The Division of Trading and Markets provided an exemption to a registered CPO from the requirements of Rule 4.7(a) to permit certain employees who are not QEPs, but who are "knowledgeable employees" and defined in Rule 3c-5 of the Investment Company Act of 1940, to invest in a pool operated by the CPO pursuant to Rule 4.7(a).

00-34 ; 4.22(c) & (d); Exemption
The CPO of a small pool which commenced trading October 1, 1999, requested exemption from the requirement of Rule 4.22(d) that the pool's 1999 Annual Report be audited. That exemption was granted upon condition that (1) an unaudited 1999 Annual Report be provided to the participants, and (2) the audited 2000 report will include 1999 data.

00-35 ; Rule 4.7(a)(2)(iii); Exemption
"Funds of funds" sought relief from the time requirements of Rule 4.7(a)(2)(iii). Registrant was granted an additional 45 days to distribute to investors and file with the Commission and NFA its Annual Report.

00-36 ; 4.22(c) & (d); Exemption
The CPO of a small pool requested exemption from the requirement of Rule 4.22(d) that the pool's 1999 Annual Report be audited. The participants supported the request. The exemption was granted upon condition that an unaudited 1999 Annual Report be provided to the participants.

00-37 ; 4.22(c) & (d); Exemption
The CPO of a pool, in which all of the participants in the pool were immediate family members of the CPO, requested exemption from filing a certified 1999 Annual Report. The participants submitted consent waiver statements in support of the exemption. The exemption was granted upon condition that (1) an unaudited 1999 Annual Report be provided to the participants, and (2) an unaudited 1999 Annual Report be provided to the Commission and the National Futures Association.

00-39 ; 4.22(c) & (d); Exemption
The CPO of a small pool requested exemptive relieve from the requirement of Rule 4.22(c). There are only two participants in the pool, and the pool ceased trading on February 15, 2000. The participants requested that a fifteen-month audit as of the end of March be granted because a certified Annual Report for such a small pool would result in significant expense to the members. The participants submitted consent waiver statements in support of the exemption.

00-40 ; 4.22(c) & (d); Exemption
The CPO of a small pool which commenced trading September 6, 1999, requested exemption from the requirement of Rule 4.22(d) that the pool's 1999 Annual Report be audited. The participants supported the request. That exemption was granted upon condition that (1) an unaudited 1999 Annual Report be provided to the participants, and (2) the audited 2000 report will include the 1999 data.

00-45 ; 4.21, 4.22, 4.23(a)(10) and (a)(11); Exemption
The CPO of a small pool requested exemptive relieve from the above requirements in connection with the operation of an offshore commodity pool. The request met the requirements of Commission Advisory 18-96, and the exemption was granted upon condition that the CPO agree to certain conditions.

00-46 ; Regulation 4.7; Exemption
A registered CPO requested relief from the requirement of filing an annual report in accordance with Section 4.7(a)(iii)(A). The CPO only filed a balance sheet for the end of the year. The request for relief was denied.

00-47 ; 4.22(a) and (c); Exemption
The CPO of two separate pools requested relief from filing separate financial information for both. Based on the ownership structure, one pool invests substantially all of its assets in the other. The relief granted is subject to the CPO filing and distributing annual reports and periodic account statements representing the combined activities of the pools and the administrative participant in the pool submitting acknowledgment that it understands and agrees to the omission of receiving certain financial reporting information.

00-54 ; Rule 4.7(a); Exemption
The Division of Trading and Markets permitted a registered CPO to continue to treat a pool established for the employees of the manager of a fund as if it satisfies the QEP criteria of Rule 4.7(a) in connection with the investment of the pool in the fund, notwithstanding the addition of two non-QEP employees to the pool. The non-QEP employees are: (1) employed by the manager of the fund as research analysts; (2) have over two years experience in the financial services industry; and (3) are accredited investors as defined in Rule 501(a)(6) under the Securities Act of 1933. The Division also permitted the CPO to maintain its exemption from the specific requirements of Rules 4.21 through 4.26 in connection with its operation of the employee pool.

00-58 ; 4.22 (c) & (d); Exemption
The CPO of a small pool which commenced trading December 1, 1999, requested exemption from the requirement of Rule 4.22(d) that the pool's 1999 Annual Report be audited. The participants supported the request. The exemption was granted upon condition that (1) an unaudited 1999 annual report be provided to the participants and (2) the audited 2000 report will include the 1999 data.

00-60 ; Rule 4.23; 4.33; Exemption
The Division of Trading and Markets provided exemptive relief to a registered CPO and CTA from the requirements of Rules 4.23 and 4.33 that the firm must maintain its books and records at its main business office, so that it could keep certain books and records at an administrative office. The Division granted the relief subject to the conditions: that the firm notify the Division if the location of the books and records changes: that the firm ensure that the books and records are maintained in accordance with the Commission's Rules; that the firm retrieve the books and records within 48 hours to its main business location upon request by the Commission; that the firm must disclose where all the required books and records are kept in its disclosure documents; and that the firm would remain responsible for the provisions of CFTC Rules 4.23 and 4.33

00-62 ; Rule 4.7(a); Exemption
The Division of Trading and Markets provided an exemption to two registered commodity pool operators (CPOs) and commodity trading advisors (CTAs) from the requirements of rule 4.7(a) to permit certain persons, who are not qualified eligible participants (QEPs), but who are related to the principals of one of the co-CPOs, to invest in a commodity pool operated by the co-CPO pursuant to rule 4.7(a).

00-63 ; Rule 4.7(a); Exemption
The Division of Trading and Markets granted an exemption to a registered commodity pool operator (CPO) from the requirements of rule 4.7(a) to permit certain employees who are not qualified eligible participants (QEPs) but who are "knowledgeable employees" as defined in rule 3c-5 of the Investment Company Act of 1940 (17 C.F.R. 270.3c-5) to invest in three commodity pools operated by the CPO pursuant to rule 4.7(a).

00-66 ; Rule 4.7(a)(2)(ii) and (iii) and Rule 4.7, 4.21, and 4.22; Exemption
The Division of Trading and Markets exempted a registered CPO from the reporting requirements of Rule 4.7(a)(2)(ii) and (iii) with respect to certain existing investment funds (sub-funds) operated by the CPO and in which the only participants were other funds (feeder funds) operated by the same CPO. The exemption was conditioned upon (1) exclusion from participation in the sub-funds of any persons other than feeder funds operated by the CPO, and (2) issuance by each feeder fund to its participants of annual audited financial reports that incorporate the performance of the relevant sub-fund(s). Requested prospective relief with respect to similar future sub-funds was denied.

00-68 ; Regulation 4.7(a); Exemption
The Division of Trading and Markets granted an exemption to a registered commodity pool operator (CPO) from the requirements of rule 4.7(a) to permit certain employees who are not qualified eligible participants (QEPs) but who are "knowledgeable employees" as defined in rule 3c-5 of the Investment Company Act of 1940 to invest in a commodity pool operated by the CPO.

00-69 ; Rule 4.7(a), 4.21, 4.22, 4.23(a)(3), 4.23(a)(10) and 4.23(a)(11); Exemption
The Division of Trading and Markets provided exemptive relief to a registered CPO that permits the CPO to continue to treat an employee partnership as if it satisfies the QEP criteria of Rule 4.7(a) and provided exemptive relief to the registered CPO of the employee partnership from Rules 4.21, 4.22, 4.23(a)(3), 4.23(a)(10) and (a)(11) in connection with his operation of the employee partnership, notwithstanding the addition of two non-QEP investors to the employee partnership, based on the representation that the non-QEP investors were "knowledgeable employees" as that term is defined in Rule 3c-5 under the Investment Company Act of 1940.

00-70 ; Rule 4.7(a); Exemption
The Division of Trading and Markets relieved a registered CPO, in connection with its operation of a master fund, from its obligation pursuant to Rule 4.7(a)(2)(ii) to deliver account statements to three feeder funds that were also operated by the CPO, on the conditions that: (1) the CPO remains the CPO of the master fund and the feeder funds, and (2) the CPO continue to comply with the requirements of Rule 4.7(a)(2)(ii) in connection with all other investors in the master fund.

00-71 ; Rule 4.7(a); Exemption
The Division of Trading and Markets provided exemptive relief to a registered CPO that permits the CPO to treat an employee of the parent organization of the majority owner and managing member of the CPO as if he satisfies the QEP criteria of Rule 4.7(a). The employee has over two years' experience in the financial services industry and is an accredited investor as that term is defined in Rule 501(a)(5) under the Securities Act of 1933.

00-72 ; Rule 4.22; Exemption
The CPO of a small pool requested exemptive relieve from the above requirement in respect to the Annual Reports that Rule 4.22(c) specifies the CPO must distribute to participants and file with the Commission. The exemption was granted upon condition that the CPO distribute an unaudited Annual Report for 1999 and for the period ending upon the permanent cessation of trading that otherwise complies with the Rules 4.22 (c) and (d).

00-74 ; 4.22(c) & (d); Exemption
The CPO of a pool undergoing an orderly closing and liquidation of assets by the end of February 2000, requested exemption from the requirement of Rule 4.22(d) that the pool's 2000 Annual Report (to be filed 90 days after cessation on February 29, 2000) be audited. The participants submitted consent waiver statements in support of the exemption. The exemption was granted upon condition that the unaudited monthly reports of January 2000, and February 2000, be provided to the participants.

00-76 ; Rule 4.22 (c) & (d); Exemption
The CPO of a pool, which ceased operations at the end of November, requested exemption from the requirements of Rules 4.22 (c) and (d) that the pool's 1999 Annual Report be audited. The participants submitted consent waiver statements in support of the exemption. The exemption was granted upon condition that an unaudited 1999 annual report be provided to the participants.

00-81 ; Rule 4.7(a); Exemption
The Division of Trading and Markets provided exemptive relief to a registered CPO that permits the CPO to treat five non-QEP investors, who are employed as analysts by the manager of the fund operated by the CPO, as if they satisfy the QEP criteria of Rule 4.7(a). The CPO represented that they are "knowledgeable employees" as that term is defined in Rule 3c-5 under the Investment Company Act of 1940.

00-85 ; Rule 4.7(b) and 4.22; Exemption
The Division of Trading and Markets provided exemptive relief in which a firm would not be required to provide periodic statements and an annual report to the participants in two sub-funds operated by the firm because: (1) the firm limits participation in the sub-funds to itself and the feeder funds it also operates, thereby prohibiting individual investors from participating in the funds; and (2) the firm is the CPO of the sub-funds and the feeder funds. Relief is subject to the conditions that: (1) the firm remains the CPO of the sub-funds and the feeder funds; (2) the firm limits participation in the sub-funds to itself and the feeder funds; and (3) the annual reports of the feeder funds contain financial statements that include, among other required information, the fees associated with the operation of the respective sub-fund.

00-86 ; Rules 4.21, 4.22 and 4.23; Exemption
The Division of Trading and Markets exempted a registered CPO from specific disclosure, reporting and recordkeeping requirements where the CPO is the general partner of the holding company for a group of affiliated real estate and restaurant development, operation and management entities, and is also the general partner of the entity holding the group's liquid assets. All investors in the holding company are family members or business associates of the CPO's owner, who is a former commodity options (CBOT member) and who makes all commodity interest trades for the group's liquid assets subsidiary.

00-87 ; Regulation 4.21, 4.22; Exemption
The Division of Trading and Markets granted a registered CPO an exemption from the requirements of Rules 4.21 and 4.22 to distribute disclosure documents, periodic account statements, and annual reports, where the CPO is operating a "Master Fund" which limits participation to two "Feeder Funds" that are also operated by the CPO. The exemption was conditioned upon: (1) the CPO remaining the CPO of the Master Fund and Feeder Funds; (2) participation in the Master Fund being limited to the CPO and the Feeder Funds; (3) the CPO disclosing the master-feeder fund structure to current and potential investors in the Feeder Funds; and (4) the annual reports of the Feeder Funds containing financial statements that include the fees associated with the operation of the Master Fund.

00-88 ; Regulation 4.7(b); Exemption
The Division of Trading and Markets granted a registered CPO an exemption from Rules 4.7(b)(3) and (b)(4), such that the CPO was granted: (1) an extension of time in which to distribute and file the annual reports of specified pools that invest assets in offshore vehicles; and (2) permission to maintain certain original books and records for these pools at their respective trustee, administrator, or custodian.

00-90 ; 4.22(c) and (d); Exemption
The CPO of a fund of fund pool liquidated its assets by the end of 1999. The CPO requested that the Fund be granted relief from filing an annual report and exemption from the requirement of Rule 4.22(d) that the pool's 1999 annual report be audited. The participants submitted consent waiver statements in support of the exemption. The Fund's request not to file an Annual Report was denied; however, the Fund was granted relief from certification upon condition that an unaudited 1999 annual report be provided.

00-92 ; Regulation 4.7(a); Exemption
The Division of Trading and Markets (Division) granted an exemption from the qualified eligible person (QEP) criteria of Rule 4.7 (a) so that a CPO and CTA of a fund could continue to operate the fund as an exempt pool, notwithstanding the participation in the fund of certain of the CPO/CTA's employees who do not meet the QEP criteria. This letter would incorporate other prior no-action letters granted to the CPO/CTA in connection with its operation of the fund, and differs from these prior grants of relief in that the CPO/CTA would now be registered in those capacities with the Commission. In addition, the CPO/CTA agreed to continue to comply with the conditions set forth in the prior grants of relief.