No-Action Letters

94-21 ; Section 4m(1); No-Action
The Division of Trading and Markets granted CPO and CTA registration no-action relief to the general partnership of a limited partnership, where the partnership would trade commodity interests solely for hedging purposes, the limited partners were large institutional investors, and 95 percent of the partnership?s assets came from majority-owned subsidiaries that were financial, insurance, or mortgage companies. (T&M)

94-22 ; Section 4m(1); No-Action
The Division of Trading and Markets granted CPO registration no-action relief to the director of an offshore fund that sought to trade commodity interests, where the other three directors of the fund, and its investors, were foreign. (T&M)

94-23 ; Section 4m(1); No-Action
The Division of Trading and Markets granted CPO registration no-action relief to the operator of partnerships formed for real estate investment purposes, who intended to trade commodity interests solely for hedging purposes. (T&M)

94-27 ; Section 4m(1); No-Action
The Division of Trading and Markets granted CPO registration no-action relief to certain general partners of a limited partnership that intended to trade commodity interests, where the other general partner would be registered as a CPO and the no-actioned general partners were not involved in any of the partnership?s activities. (T&M)

94-30 ; Section 4m(1); No-Action
The Division of Trading and Markets granted CPO registration no-action relief to the administrative general partner of an offshore fund, where the investment general partner was registered as a CPO and both general partners agreed to certain conditions. (T&M)

94-34 ; Regulation 4.7; No-Action
The Division of Trading and Markets provided relief from the ten percent investment limitation to the CPO of a Regulation 4.7 exempt pool. (T&M)

94-35 ; Section 4m(1); No-Action
The Division of Trading and Markets granted CPO and CTA registration no-action relief to the sole U.S. director of an offshore fund who, among other things, was not a managing director of the fund and would not be involved with the commodity interest trading of the fund. (T&M)

94-36 ; Regulation 4.7; No-Action
The Division of Trading and Markets permitted a CPO to treat certain non-QEPs as QEPs, where the non-QEPs were certain family members, key employees, and key professional advisors of the CPO. (T&M)

94-37 ; Regulation 4.7; No-Action
The Division of Trading and Markets permitted a CPO to treat a non-QEP foundation as if it were a QEP, where the foundation had been created and was being operated by QEPs. (T&M)

94-39 ; Regulation 4.7; No-Action
The Division of Trading and Markets permitted a CPO to treat certain non-QEPs as QEPs, where the non-QEPs were high-level key employees of the CPO or its affiliates. (T&M)

94-40 ; Section 4m(1); No-Action
The Division of Trading and Markets granted CPO registration no-action relief to a natural person general partner, where he was the president, sole shareholder, and director of the general partner that was serving as the registered CPO of the pool. (T&M)

94-52 ; Section 4m(1); No-Action
The Division of Trading and Markets granted CPO and CTA registration no-action relief to a registered investment adviser operating a group trust comprised of pension and profit sharing plan assets. (T&M)

94-53 ; Regulations 1.55 and 30.6; No-Action
The Division of Trading and Markets permitted the use of certain interim risk disclosure statements by FCMs pending final action by the Commission. (T&M)

94-54 ; Section 4m(1); No-Action
The Division of Trading and Markets granted CPO registration no-action relief to a limited partnership that was serving as one of 12 general partners of the two commodity pools at issue. (T&M)

94-55 ; Section 4m(1); No-Action
The Division of Trading and Markets granted CPO registration no-action relief to a corporate general partner who had no operational or trading responsibilities with respect to the pool. (T&M)

94-56 ; Regulation 4.7; No-Action
The Division of Trading and Markets permitted a CPO to treat certain non-QEPs as QEPs, where the non-QEPs were founders and officers of the CPO and directly involved in the daily management of the CPO. (T&M)

94-62 ; Section 4m(1); No-Action
The Division of Trading and Markets granted CPO registration no-action relief to the fiduciaries of a retirement plan operated by a registered FCM. (T&M)

94-63 ; Regulation 4.7; No-Action
The Division of Trading and Markets permitted a CPO to treat certain non-QEPs as QEPs, where the non-QEPs were: (a) four employees who had significant investment experience, and (b) an irrevocable trust whose grantor was a QEP and a member of the board of directors of the CPO. (T&M

94-64 ; Regulation 3.10; No-Action
The Division of Trading and Markets relieved a CPO from the requirement to list as a principal an officer of the CPO, whose sole responsibility was to prepare the pool?s income tax returns. (T&M)

94-65 ; Section 4m(1); No-Action
The Division of Trading and Markets granted CPO registration no-action relief in connection with the operation of an offshore pool, where four of the pool?s directors were non-U.S. persons and the fifth was a U.S. person who was registered as an AP of the pool?s CTA. (T&M)

94-66 ; Regulation 4.7; No-Action
The Division of Trading and Markets permitted a CPO to treat certain non-QEPs as QEPs, where the non-QEPs had significant investment experience. (T&M)

94-67 ; Regulations 1.31 and 1.35; No-Action
The Division of Trading and Markets permitted an FCM to employ an automated office order preparation and recordkeeping system that was not identical to that required by the Commission?s regulations, finding that the system was not inconsistent with that required by the regulations. (T&M)

94-69 ; Section 4m(1); No-Action
The Division of Trading and Markets granted CPO registration no-action relief to one of five general partners of a fund, where the other general partners were registered as CPOs. (T&M)

94-70 ; Section 4m(1); No-Action
The Division of Trading and Markets granted CPO registration no-action relief to a fund?s general partner based on the longstanding relationships of the investors to the general partner and the general partner?s directors. (T&M)

94-71 ; Section 4m(1); No-Action
The Division of Trading and Markets granted CPO registration no-action relief to a firm serving as a general partner of two affiliated pools, where the firm?s general partner itself was registered as a CPO. (T&M)

94-72 ; Regulation 4.7; No-Action
The Division of Trading and Markets provided relief to a CPO from the ?ten percent limitation? of Regulation 4.7. (T&M)

94-73 ; Regulation 4.7; No-Action
The Division of Trading and Markets provided relief to a CPO from the ?ten percent limitation? of Regulation 4.7. (T&M)

94-74 ; Regulation 4.7; No-Action
The Division of Trading and Markets permitted a CPO to treat a non-QEP as a QEP, where the non-QEP was listed as a principal and registered as an AP of the firm the CPO had engaged to provide it with investment advisory services. (T&M)

94-75 ; Regulation 4.7; No-Action
The Division of Trading and Markets permitted a CPO to treat a non-QEP as a QEP, where the non-QEP was a limited partnership created as a family investment vehicle by a QEP investor in the pool. (T&M)

94-79 ; Section 4m(1); No-Action
The Division of Trading and Markets granted CPO and CTA registration no-action relief to the general partner of a limited partnership that was a CBOE broker dealer, where the broker dealer would trade commodity interests for hedging purposes. (T&M)

94-81 ; Section 4m(1); No-Action
The Division of Trading and Markets granted CTA registration no-action relief to a registered investment adviser, where the firm provided commodity interest trading advice to entities such as state-regulated insurance companies or ERISA-regulated pension plans. (T&M)

94-85 ; Regulations 1.33 and 1.46; No-Action
The Division of Trading and Markets permitted an FCM to engage a registered IB and CPO to perform certain order entry and trade processing functions, without indicating on the respective trade statements that the IB/CPO introduced the accounts for which it performed those functions. (T&M)

94-86 ; Regulations 4.31 and 4.32; No-Action
The Division of Trading and Markets provided relief from CTA disclosure and recordkeeping requirements where the CTA was also a registered investment adviser and it would be providing advice to certain foreign investment companies. (T&M)

94-88 ; Regulation 4.7; No-Action
The Division of Trading and Markets permitted a CPO to treat certain non-QEPs as QEPs, where the non-QEPs were accredited investors, and employees of, or related to, the CPO. (T&M)

94-89 ; Section 4m(1); No-Action
The Division of Trading and Markets granted CPO registration no-action relief to a natural person general partner of a fund, where he was the sole director and a principal shareholder of the corporate general partner of the fund, which was registered as a CPO. (T&M)

94-90 ; Section 4m(1); No-Action
The Division of Trading and Markets granted CPO registration no-action relief to a corporate general partner of a commodity pool, where the other general partner was a corporation registered as a CPO and both corporations had common principals and APs. (T&M)

94-94 ; Regulation 4.21; No-Action
The Division of Trading and Markets relieved a CPO from disclosing information on the principal of a trading system the pool would use, where the information was disclosed provided for the developer of the trading system itself. (T&M)

94-95 ; Regulation 4.7; No-Action
The Division of Trading and Markets permitted a CPO to treat certain non-QEPs as QEPs, where the non-QEPs were attorneys involved in corporate and finance practices and were otherwise sophisticated in securities and financial matters. (T&M)

94-96 ; Section 4m(1); No-Action
The Division of Trading and Markets granted CPO registration no-action relief to the investment general partner of a commodity pool, where the managing general partner was registered as a CPO. (T&M)

95-01 ; Rule 4.31 (a)(3)(i); No-Action
A CTA is not required to disclose the entire past performance of two commodity pools operated by a CPO, when a principal of the CPO becomes a principal of the CTA, where: (1) the CTA trades a portion of the assets of each of the two pools and discloses the performance of each of such allocations; (2) the principal had selected the CTAs of the two pools, but for more than three years has not participated in or supervised trading (or CTA selection) for the pools; and (3) the principal will not engage in (or select or supervise those engaged in) making trading decisions for the CTA

95-31 ; CEAct 4m(l), Rules 3.10 and 4.23; No-Action
"A", an offshore co-general partner of an offshore pool, is not required to register as a CPO where: (2) "A" is wholly owned by "B", also a co-general partner and a registered CPO; (2) "A" has no responsibility or authority regarding soliciting investors or managing the pool's investment or trading activities; and (3) "A" and "B" accept joint and several liability in connection with the pool's operation

95-32 ; Rule 4.7; No-Action
The CPOs of three commodity pools, in which not all of the participants are QEPs, may invest more than ten percent of the pools' assets in Rule 4.7 exempt pools (notwithstanding Rule 4.7(a)(l)(ii)(B)(2)(xi)), provided that, the CPOs notify the non-QEP participants of the intended investment and give them an opportunity to redeem their pool interests within 10 days of the notification. Relief is based, in part, upon representations that: (1) all the non-QEPs were investors before Rule 4.7 was adopted; (2) all had contributed at least $100,000; (3) all were "accredited investors"; and (4) the CPOs would continue to comply with the reporting and recordkeeping requirements of Rules 4.22 and 4.23

95-34 ; CEAct 4k, Rule 3.12(a) and (h)(1)(iii); No-Action
The chief operating officer of a CTA/CPO is not required to register as an AP of the firm, pursuant to the exemption from AP registration under Rule 3.12(h)(1)(iii), even though the firm could not confirm with absolute certainty that it would meet the ten percent revenue limitation of the rule, provided that: (1) the firm confirms annually thereafter that it meets the ten percent revenue limitation; and (2) all other requirements of the rule are met

95-39 ; CEAct 4m(1), Rule 4.13(a)(1); No-Action
The general partner of a proposed fund is not required to register as a CPO where: (1) the proposed fund is merely a change in form of an existing fund; (2) the existing fund has been in operation for over a year; (3) the existing fund is operated pursuant to a claim of exemption under Rule 4.13(a)(1); (4) each investor is an "accredited investor" having a long-standing professional or personal relationship with the CPO of the existing fund (who will continue as an investor of the new fund); and (5) the CPO of the proposed fund has been the CTA of the existing fund

95-04 ; CEAct 2(a)(1)(B)(v); No-Action
The Australian branch of a U.S. FCM (which is also a clearing member of the Sydney Futures Exchange (SFE)) may clear trades on an omnibus basis in three cash-settled SFE futures on individual equity securities. The no-action position is based, in part, on the fact that the primary market for the underlying securities is located outside the U.S. and that no trades on equity futures will involve U.S. customers

95-45 ; Rule 4.7; No-Action
A CPO may claim Rule 4.7 relief, even though two investors in the pool are not QEPs, where: (1) the investors in question are "accredited investors" under SEC Regulation D; (2) the investors are friends and/or business acquaintances of the CPO; and (3) prospectively, only QEPs will be allowed to invest in the pool

95-05 ; Rule 4.7(a); No-Action
The general partner of a limited partnership pool may treat non-QEP participants as QEPs for purposes of Rule 4.7 treatment, where: (1) certain non-QEPs had not contributed their own funds to the pool; and (2) other non-QEPs, who had contributed their own funds, were principals or associated persons of the pool or its possessed professional credentials and had professional experience in commodities interest trading

95-07 ; Rule 4.7; No-Action
A pool may continue to claim Rule 4.7 relief following the addition of a new limited partner (a foundation), which is not a QEP, where: (1) all of the directors of the foundation are QEPs; (2) all the foundation's investment decisions are made by one of the QEP directors; and (3) the foundation consents to being treated as QEP