# CFTC Letter No. 10-06: The Division of Clearing and Intermediary Oversight took a CPO registration no-action position with respect to the independent trustees of a commodity pool where the independent trustees had no authority to perform CP..

> Federal · Agency guidance · In force

URL: https://www.frixlaw.com/law-library/statutes/CFTC_L10_06

## Section

- **Citation:** CFTC Letter No. 10-06
- **Heading:** The Division of Clearing and Intermediary Oversight took a CPO registration no-action position with respect to the independent trustees of a commodity pool where the independent trustees had no authority to perform CP..
- **Jurisdiction:** Federal
- **Kind:** Agency guidance
- **Status:** In force
- **Text as of:** August 14, 2026
- **Source:** Compiled text
- **Location:** CFTC Staff Letters (2008-present) / The Division of Clearing and Intermediary Oversight took a CPO registration no-action position with respect to the independent trustees of a commodity pool where the independent trustees had no authority to perform CP...

## Text

Summary: The Division of Clearing and Intermediary Oversight took a CPO registration no-action position with respect to the independent trustees of a commodity pool where the independent trustees had no authority to perform CPO functions, the independent trustees were appointed solely to comply with audit committee requirements under the Sarbanes Oxley Act and exchange listing requirements, and a separate registered CPO was authorized to perform all commodity pool operator functions. The Division further granted exemptive relief from certain of the Part 4 regulations to the registered CPO of a commodity pool, whose shares the CPO intended to publicly offer and to list for trading on a national securities exchange. As is discussed in the letter, this relief was in the nature of substituted compliance with those regulations.

U.S. COMMODITY FUTURES TRADING COMMISSION
Three Lafayette Centre
1155 21st Street, NW, Washington, DC 20581
Telephone: (202) 418-5430
Facsimile: (202) 418-5547
aradhakrishnan@cftc.gov

Division of Clearing and
Intermediary Oversight
Ananda Radhakrishnan
Director

CFTC Letter No. 10-06
No Action; Exemption
March 29, 2010
Division of Clearing and Intermediary Oversight

Re:
Section 4m(1); Regulations 4.21, 4.22 and 4.23

Dear :

This is in response to your letter dated October 20, 2006 to the Division of Clearing and
Intermediary Oversight (the “Division”) of the Commodity Futures Trading Commission (the
“Commission” or “CFTC”), as supplemented by letters and e-mail messages to Division staff
dated from October 31, 2006 to December 12, 2009, (the “correspondence”). By the
correspondence, you request, on behalf of certain trustees (the “Individual Trustees”) of the
Fund,1 relief from the requirement under Section 4m(1) of the Commodity Exchange Act (the
“Act”)2 to register as a commodity pool operator (“CPO”), such that “A”, a registered CPO, may
serve as the Fund’s CPO in lieu thereof
d from October 31, 2006 to December 12, 2009, (the “correspondence”). By the
correspondence, you request, on behalf of certain trustees (the “Individual Trustees”) of the
Fund,1 relief from the requirement under Section 4m(1) of the Commodity Exchange Act (the
“Act”)2 to register as a commodity pool operator (“CPO”), such that “A”, a registered CPO, may
serve as the Fund’s CPO in lieu thereof. Assuming that “A” may serve as the Fund’s CPO, you
further request on behalf of “A” exemption from certain provisions of Regulations 4.21, 4.22 and
4.23,3 which concern, respectively, the disclosure, reporting and recordkeeping requirements
applicable to registered CPOs.

Background

Based upon the representations you made in the correspondence, we understand the
relevant facts to be as follows. The Fund’s shares will be offered and sold to the public pursuant
to an effective registration statement (the “Registration Statement”) filed with the Securities and
Exchange Commission (“SEC”). The shares will also be listed for trading on NYSE Amex LLC
(“NYSE Amex”). Generally speaking, and for the purposes of responding to your request, the

1
You have been authorized by the Individual Trustees to request this relief on their behalf.
2
7 U.S.C. §6m(1) (2006). The Act can be accessed through the Commission’s website,
www.cftc.gov.
3
Commission regulations referred to in this letter are found at 17 C.F.R. Ch. I (2009).
Like the Act, they can be accessed through the Commission’s website.
1
You have been authorized by the Individual Trustees to request this relief on their behalf.
2
7 U.S.C. §6m(1) (2006). The Act can be accessed through the Commission’s website,
www.cftc.gov.
3
Commission regulations referred to in this letter are found at 17 C.F.R. Ch. I (2009).
Like the Act, they can be accessed through the Commission’s website.

Page 2

Fund’s operation will be the same as that of the publicly-offered, exchange-traded commodity
pool that was the subject of CFTC Staff Letter 09-39.4

The Fund is organized as a Delaware statutory trust, with “B” serving as the Fund’s
resident trustee.5 The Fund’s organizational documents grant all authority and responsibility for
managing and operating the Fund to “A”. Thus, “B’s” duties and responsibilities will be
restricted to fulfilling the in-state residency requirement under Delaware law, accepting legal
process on behalf of the Fund and making certain filings under the Delaware Statutory Trust Act.
It will have no duty or responsibility to conduct any of the business affairs or operations of the
Fund – e.g., it will not solicit Fund participants, nor will it engage Fund service providers.6 You
thus claim, and the Division agrees, that “B” will not be acting as the Fund’s CPO or performing
any functions that could require it to be registered as such.

In addition, the Fund will have a board of trustees that will be comprised of natural
persons who are independent within the meaning of the Securities Exchange Act of 1934 (the
“Exchange Act”) and the NYSE Amex listing requirements (the Individual Trustees).7 This
board of trustees is required because the Fund will actively trade commodity interests
require it to be registered as such.

In addition, the Fund will have a board of trustees that will be comprised of natural
persons who are independent within the meaning of the Securities Exchange Act of 1934 (the
“Exchange Act”) and the NYSE Amex listing requirements (the Individual Trustees).7 This
board of trustees is required because the Fund will actively trade commodity interests.
Specifically, because it will actively trade commodity interests, pursuant to Rule 10A-3 under
the Exchange Act (the “SEC Rule”) and the listing requirements of NYSE Amex, the Fund must
have an audit committee composed of at least three independent trustees, such that those
independent trustees comprise a majority of the Fund’s board of trustees.8

In accordance with the SEC Rule, the Individual Trustees will be responsible for matters
relating to the Fund’s public accounting firm – i.e., for its engagement, compensation, retention
and oversight. In accordance with NYSE Amex listing requirements, the Individual Trustees
also will nominate for election additional Individual Trustees. Other than these responsibilities,
the Individual Trustees will have no authority or responsibility to direct or manage the affairs of
the Fund. You note that under the Fund’s Amended and Restated Trust Agreement (“Trust
Agreement”), the Individual Trustees are prohibited from: (1) engaging in any solicitation of

4
[Current Transfer Binder] Comm. Fut. L. Rep. (CCH) ¶31,473 (Jul. 30, 2009), also
available on the Commission’s website.
5
Under Section 3807 of the Delaware Statutory Trust Act, the Fund must have at least one
trustee that is a resident of (or that has a principal place of business in) Delaware.
6
See, e.g., 49 Fed. Reg. 4778, 4780 (Feb. 8, 1984), where the Commission stated that such
solicitation and engagement are among the sorts of activities that bring a person within the
statutory definition of the term “commodity pool operator” in Section 1a(5) of the Act
Act, the Fund must have at least one
trustee that is a resident of (or that has a principal place of business in) Delaware.
6
See, e.g., 49 Fed. Reg. 4778, 4780 (Feb. 8, 1984), where the Commission stated that such
solicitation and engagement are among the sorts of activities that bring a person within the
statutory definition of the term “commodity pool operator” in Section 1a(5) of the Act.
7
Each Individual Trustee also sits on the board of numerous other investment companies
managed by “C” (an investment adviser registered with the SEC and, like “A”, a wholly-owned
subsidiary of the privately-held holding company “D”).
8
17 C.F.R. §240.10A-3 (2009).

Page 3

prospective participants in the Fund; (2) providing any commodity interest trading advice to the
Fund; (3) engaging in any commodity interest related activities with respect to the Fund or any
other person; and (4) supervising any such activities.9 Further, none of the Individual Trustees
is, and no future Individual Trustee will be, subject to a statutory disqualification under Section
8a(2) or 8a(3) of the Act.10

It is intended that “A”, a registered CPO, will be the operator of the Fund. As is
explained above, pursuant to the organizational documents of the Fund, the operation and
management of the Fund resides with “A”.

Analysis

Section 4m(1): Commission staff previously has taken the position that where a
commodity pool is organized as a trust, each trustee of the pool is a CPO and, absent relief,
would be required to register as a CPO under Section 4m(1) of the Act.11 We note, and in
support of your request that “A” and not the Individual Trustees serve as the CPO of the Fund,
you acknowledge, that when CFTC staff previously has provided relief from the CPO
registration requirement in Section 4m(1) as it applies to directors of commodity pools, staff has
typically based the relief upon the existence of several factors: (1) delegation by the boar
he Act.11 We note, and in
support of your request that “A” and not the Individual Trustees serve as the CPO of the Fund,
you acknowledge, that when CFTC staff previously has provided relief from the CPO
registration requirement in Section 4m(1) as it applies to directors of commodity pools, staff has
typically based the relief upon the existence of several factors: (1) delegation by the board of
directors to a registered CPO of responsibility for the operation of the pool, and acceptance of
that responsibility by the CPO; (2) a representation that the registered CPO would continue to
serve as the pool’s CPO; (3) identification of the pool’s directors; and (4) cross
acknowledgments of joint and several liability among the directors and the registered CPO for
any violation of the Act and Commission regulations by any of them in connection with

9
The Trust Agreement contains a broad delegation of all management authority to “A”,
including the authority to act as the Fund’s CPO. The Individual Trustees retain only such
authority as is necessary to comply with the SEC Rule and NYSE Amex listing requirements.
10
7 U.S.C. §12a(2) or §12a(3)(2000). The commodity pool that was the subject of Staff
Letter 09-39 met the audit committee requirement of the SEC Rule and NYSE Amex listing
requirements by means of a separate LLC, with a board composed of natural persons who
performed the required duties. Here, there is no separate entity and the natural persons (the
Individual Trustees) occupy positions that ordinarily would require CPO registration. Moreover,
but for the fact that the Fund will not be “passively owning or holding” commodity interests, the
SEC Rule would provide an exemption for a trust from the requirement to have an audit
committee, and the requirement to have a board of directors. Thus, this issue never arose in prior
Staff Letters involving exchange-listed commodity pools which intended to passively hold
commodity interests in order to track designated indices
ll not be “passively owning or holding” commodity interests, the
SEC Rule would provide an exemption for a trust from the requirement to have an audit
committee, and the requirement to have a board of directors. Thus, this issue never arose in prior
Staff Letters involving exchange-listed commodity pools which intended to passively hold
commodity interests in order to track designated indices.
11
See, CFTC Staff Letter 86-8 [1986-1987 Transfer Binder] Comm. Fut. L. Rep. (CCH)
¶23,014 (Apr. 4, 1986) (two trustees of a master trust, who would otherwise be required to
register as CPOs, granted registration relief because underlying trusts would have each been
excluded from the definition of CPO under Regulation 4.5).

Page 4

operating the pool.12 However, in none of those other letters were the shares of the commodity
pools at issue traded on a national securities exchange. Thus, none of the commodity pools at
issue in those other letters would be subject to the SEC Rule.

In this regard, you explain that the Individual Trustees can meet all of the factors
enumerated above except for the last factor, and you offer the following explanation why this
condition should not apply to any Individual Trustee. Section 803A of the NYSE Amex
Company Guide (the “Guide”) requires an affirmative determination by a listed company’s board
of directors that an independent director (here, a trustee) “does not have a relationship that would
interfere with the exercise of independent judgment.” Thus, you claim that any agreement by an
Individual Trustee to accept joint and several liability for any violation of the Act and
Commission regulations by “A” would create a conflict of interest between the Individual
Trustee’s fiduciary duties to the Fund’s shareholders and his own personal interests, which
conflict could interfere with the exercise of the Individual Trustee’s independent judgment
ou claim that any agreement by an
Individual Trustee to accept joint and several liability for any violation of the Act and
Commission regulations by “A” would create a conflict of interest between the Individual
Trustee’s fiduciary duties to the Fund’s shareholders and his own personal interests, which
conflict could interfere with the exercise of the Individual Trustee’s independent judgment. To
further explain, you offer the following:

For example, the [Individual] Trustees, as members of the Fund’s audit
committee, are charged with the supervision and oversight of the Fund’s
auditors. If the [Individual] Trustees have information regarding a possible
violation by the CPO that impacts the Fund’s financial statements, they may be
less willing to communicate that information to the Fund’s auditors if they
would also be liable for that violation. If the [Individual] Trustees were
required to agree to joint and several liability, [“A”] has informed us that it
believes the Fund may not be able to comply with Section 803A of the Guide,
which would preclude the Fund’s shares from listing on NYSE Amex.

Thus, you ask that in considering the request to relieve the Individual Trustees from the
requirement to register as CPOs, the Division deem sufficient an acknowledgment solely from
“A” that it will be jointly and severally liable for any violation of the Act and Commission
regulations applicable to CPOs by any of the Individual Trustees.13

Regulation 4.21: The Shares will be offered and sold to the public in a firm commitment
underwriting pursuant to the Registration Statement. During the period after the filing of the
Registration Statement and before the SEC declares the Registration Statement effective, the

12
See, e.g., CFTC Staff Letter 97-73 [1996-1998 Transfer Binder] Comm. Fut. L. Rep.
(CCH) ¶27153 (Aug. 20, 1997).
13
You enclosed this acknowledgment with your letter dated December 8, 2009. Compare,
e.g., Staff Letter 09-03 [2007-2009 Transfer Binder] Comm. Fut
eriod after the filing of the
Registration Statement and before the SEC declares the Registration Statement effective, the

12
See, e.g., CFTC Staff Letter 97-73 [1996-1998 Transfer Binder] Comm. Fut. L. Rep.
(CCH) ¶27153 (Aug. 20, 1997).
13
You enclosed this acknowledgment with your letter dated December 8, 2009. Compare,
e.g., Staff Letter 09-03 [2007-2009 Transfer Binder] Comm. Fut. L. Rep. (CCH) ¶31,378 (May
21, 2009) and Staff Letter 09-02 [2007-2009 Transfer Binder] Comm. Fut. L. Rep. (CCH)
¶31,377 (May 21, 2009), in which (unlike here) the registered CPO and the entity or entities
relieved of registering as a CPO were under common ownership and control, and all executed
acknowledgments of joint and several liability.

Page 5

Fund’s underwriters and distributors (all registered as broker-dealers (“B/Ds”) under the
Exchange Act) will have solicited interest and received non-binding commitments to purchase
Shares from prospective investors with the use of a preliminary prospectus that has been
reviewed by the SEC’s Division of Corporation Finance and by the National Futures Association
(“NFA”), and that complies with the requirements for Disclosure Documents in Part 4 of the
Commission’s regulations. After the initial public offering, the purchase and sale of Shares will
be effected in the secondary market through registered B/Ds. With respect to secondary market
purchases on NYSE Amex, you conclude that “A” is not subject to the Disclosure Document
delivery requirement under Regulation 4.21, a conclusion with which the Division agrees.14

The preliminary prospectus/Disclosure Document will be posted on the “D” website
(www. “D”.com) and kept current, from and after such time as the underwriters and distributors
begin soliciting interest from prospective investors – which will commence before the
Registration Statement becomes effective
elivery requirement under Regulation 4.21, a conclusion with which the Division agrees.14

The preliminary prospectus/Disclosure Document will be posted on the “D” website
(www. “D”.com) and kept current, from and after such time as the underwriters and distributors
begin soliciting interest from prospective investors – which will commence before the
Registration Statement becomes effective. The underwriters and distributors will contractually
commit with “A” to keep records of the names and addresses of the persons to whom they
deliver copies of the Disclosure Document/preliminary prospectus, and to make those records
available to any representative of the Commission, NFA or the U.S. Department of Justice.
Notwithstanding this commitment, “A” will remain responsible under Regulation 4.23(a)(3) for
compliance with this commitment by the underwriters and distributors.

Regulations 4.22(a) and (b): An issuer of exchange-traded shares held in book-entry
form through DTC (such as the Fund) typically does not readily know the identities of its
ultimate beneficial owners. You request exemption from the Account Statement delivery
requirement on the grounds that it would be unduly burdensome and costly to require the Fund’s
CPO to ascertain on a monthly basis the identities of purchasers of Shares in the secondary
market in order to comply with the requirement under Regulations 4.22(a) and (b) to deliver
monthly Account Statements to Fund participants.15 In this regard, you explain that, because of
the secondary market for the Fund’s shares on NYSE Amex, ownership of the Fund’s shares is
expected to change frequently on a daily basis.

In support of your request, you note that the same information that would otherwise be
provided in the Fund’s monthly Account Statements, including the Fund’s net asset value and the
certification required by Rule 4.22(h), will be readily available via the “D” website, of which
availability the Disclosure Document will advise participants
s is
expected to change frequently on a daily basis.

In support of your request, you note that the same information that would otherwise be
provided in the Fund’s monthly Account Statements, including the Fund’s net asset value and the
certification required by Rule 4.22(h), will be readily available via the “D” website, of which
availability the Disclosure Document will advise participants.
Regulation 4.23: You request exemption from the location requirement of Regulation
4.23(a) such that books and records of the Fund and the Master Fund, may be kept by its service

14
See, 44 Fed. Reg. 25658, 25659 (May 2, 1979).
15
You make this request not only with respect to purchasers in the initial public offering,
but also with respect to investors purchasing Shares in the secondary market. Once an investor
has purchased Shares, whether in the initial public offering or on NYSE Amex, the Shares can be
freely sold on the secondary market, and the same difficulties will be encountered in tracking the
current owner.

Page 6

providers, i.e., “E”, the Fund’s custodian, accounting agent and transfer agent, and “F”, to which
“E” has subcontracted certain transfer agency services, in each case at their respective addresses
as specified in Exhibit B to your October 20, 2006 letter.16

You further ask for confirmation that neither “E” nor “F” will be deemed to be acting as a
CPO solely by reason of keeping Fund records in the manner described in your correspondence,
which the Division hereby so confirms
to which
“E” has subcontracted certain transfer agency services, in each case at their respective addresses
as specified in Exhibit B to your October 20, 2006 letter.16

You further ask for confirmation that neither “E” nor “F” will be deemed to be acting as a
CPO solely by reason of keeping Fund records in the manner described in your correspondence,
which the Division hereby so confirms. In this regard, the Division notes that neither firm will
be acting in the manner contemplated by the statutory definition of a CPO (as described above in
connection with “B”).17

Relief

Based upon the representations made in the correspondence, and consistent with prior
staff practice in this area, the Division believes that granting your request would not be contrary
to the public interest or to the purposes of those sections of the Act and Commission regulations
from which you have sought relief. Accordingly, the Division will not recommend that the
Commission take any enforcement action against any Individual Trustee for failure to comply
with Section 4m(1) of the Act, based solely upon an Individual Trustee’s failure to register as a
CPO in connection with serving as a trustee of the Fund, provided that “A” serves as the CPO of
the Fund. This position is, however, subject to the following conditions: (1) “A” remains
registered as a CPO; and (2) no present or future Individual Trustee is subject to any statutory
disqualification under Section 8(a)(2) or (a)(3) of the Act
on an Individual Trustee’s failure to register as a
CPO in connection with serving as a trustee of the Fund, provided that “A” serves as the CPO of
the Fund. This position is, however, subject to the following conditions: (1) “A” remains
registered as a CPO; and (2) no present or future Individual Trustee is subject to any statutory
disqualification under Section 8(a)(2) or (a)(3) of the Act.

Further, pursuant to the authority delegated in Regulation 140.93(a)(1), the Division
exempts “A” in connection with the operation of the Fund from: (1) the requirement of
Regulation 4.21(b) to obtain a signed acknowledgment of receipt of a Disclosure Document
before accepting funds, securities or property from a prospective pool participant with respect to
sales of Shares in the Fund’s initial public offering, provided that the information required to be
contained in the Disclosure Document is maintained and kept current on the “D” website;18 (2)

16
Each of “E” and “F” has provided the Division with signed acknowledgments that the
books and records of the Fund may be inspected and copied by any representative of the
Commission, NFA or the United States Department of Justice and may be inspected and copied
during normal business hours by Fund participants. Exhibit A to your October 20, 2006 letter is
a schedule specifying the classes of books and records, by subparagraph of Regulation 4.23, that
each of “E” and “F” will be keeping.
17
See, e.g., 49 Fed. Reg. 4778, 4780 and Staff Letter 09-39 (Division granted a CPO an
exemption to keep pool books and records with the pool’s administrator and its distributor,
neither of which was thereby deemed to be acting as a CPO of the pool)
ter is
a schedule specifying the classes of books and records, by subparagraph of Regulation 4.23, that
each of “E” and “F” will be keeping.
17
See, e.g., 49 Fed. Reg. 4778, 4780 and Staff Letter 09-39 (Division granted a CPO an
exemption to keep pool books and records with the pool’s administrator and its distributor,
neither of which was thereby deemed to be acting as a CPO of the pool).
18
You also ask the Division to concur that “A” can comply with the requirement under
Regulation 4.26 that a CPO correct any material inaccuracy in its Disclosure Document and
distribute the correction to all existing pool participants by posting a current Disclosure
Document on the “D” website in lieu of delivering a hard copy. The Division so concurs in light

Page 7

the requirement of Regulation 4.22 to deliver monthly Account Statements to purchasers of
Shares, provided that the information that would otherwise be contained in such reports is
maintained on the “D” website; and (3) the requirement of Regulation 4.23 to keep required
books and records at “A’s” main business office to the extent that such books and records are
maintained at the offices of “E” or “F”. The exemption from the signed acknowledgment
requirement of Regulation 4.21(b) is subject to the conditions that: (1) “A” notifies the Director
of the Division and NFA in writing of the name of each underwriter and distributor within ten
business days following the date on which such underwriter or distributor signs an underwriting
or distribution agreement, as the case may be, with “A”; and (2) the underwriters and distributors
maintain records of names and addresses of persons to whom Disclosure Document/preliminary
prospectuses are delivered and make those records available to Commission, NFA and
Department of Justice representatives in accordance with Regulation 1.3
ch underwriter or distributor signs an underwriting
or distribution agreement, as the case may be, with “A”; and (2) the underwriters and distributors
maintain records of names and addresses of persons to whom Disclosure Document/preliminary
prospectuses are delivered and make those records available to Commission, NFA and
Department of Justice representatives in accordance with Regulation 1.31. Consistent with prior
practice,19 the exemption from the books and records location requirement of Regulation 4.23 is
subject to the conditions that: (1) “A” notify the Director of the Division if the location of any of
the books and records required to be kept by Regulation 4.23 changes from that as represented to
the Division; (2) “A” remain responsible for ensuring that all books and records required by
Regulation 4.23 are kept in accordance with Regulation 1.31 and for assuring the availability of
such books and records to the Commission, NFA, and any other agency authorized to review
such books and records in accordance with the Act and Commission regulations; (3) within
forty-eight hours after a request by a representative of the foregoing, “A” obtain the original
books and records from “E’s” offices in Boston, Massachusetts, or from “F’s” offices in Canton,
Massachusetts, as the case may be, and will provide them for inspection at “A’s” main business
office; (4) “A” disclose in the Fund’s Disclosure Document the location of its books and records
that are required under Regulation 4.23; and (5) “A” remain fully responsible for compliance
with Regulation 4.23.

This letter does not excuse “A” or any Individual Trustee from compliance with any other
applicable requirements contained in the Act or in the Commission’s regulations issued
thereunder
e; (4) “A” disclose in the Fund’s Disclosure Document the location of its books and records
that are required under Regulation 4.23; and (5) “A” remain fully responsible for compliance
with Regulation 4.23.

This letter does not excuse “A” or any Individual Trustee from compliance with any other
applicable requirements contained in the Act or in the Commission’s regulations issued
thereunder. For example, “A” remains subject to Regulation 1.31, and the Commission
maintains its right under that regulation to inspect the required books and records of “A” at “E’s”
offices in Boston Massachusetts and at “F’s” offices in Canton, Massachusetts. Additionally,
“A” and the Individual Trustees remain subject to all antifraud provisions of the Act20 and the
Commission’s regulations, to the reporting requirements for traders set forth in Parts 15, 18 and

of: (1) the obligation under the Federal securities laws to correct and recirculate the preliminary
prospectus in the event of a material inaccuracy prior to effectiveness; (2) the fact that in most
instances, Fund shareholders will hold their shares in book-entry form; and (3) the fact, as noted
above (see footnote 14), that a CPO’s obligation to deliver a Disclosure Document does not
extend to a person who purchase shares in the secondary market from someone other than the
CPO.
19
See, e.g., Staff Letter 09-39.
20
See, e.g., Sections 4b and 4o, 7 U.S.C. §§6b and 6o (2000).
ost
instances, Fund shareholders will hold their shares in book-entry form; and (3) the fact, as noted
above (see footnote 14), that a CPO’s obligation to deliver a Disclosure Document does not
extend to a person who purchase shares in the secondary market from someone other than the
CPO.
19
See, e.g., Staff Letter 09-39.
20
See, e.g., Sections 4b and 4o, 7 U.S.C. §§6b and 6o (2000).

Page 8

19 of the Commission’s regulations, and to all other applicable provisions of the Act and the
regulations.

This letter is based upon the representations made to us, is subject to compliance with the
conditions set forth above, and is applicable solely in connection with the operation of the Fund.
Any different, changed or omitted material facts or circumstances might render this letter void.
In this connection, you must notify us immediately in the event that the operations of “A”, any
Individual Trustee or the Fund change in any material way from those represented to us. Further,
the no-action position taken herein represent the views of this Division only and does not
necessarily represent the views of the Commission or of any other office or division of the
Commission.

If you have any questions concerning this correspondence, please contact me or
Christopher W. Cummings, Special Counsel, at (202) 418-5430.

Very truly yours,

Ananda Radhakrishnan

Director

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- [CFTC Letter No. 08-15 The Division of Clearing and Intermediary Oversight granted exemptive relief from certain of the Part 4 regulations to the registered CPO of a commodity pool, whose shares the CPO intended to publicly offer and to lis...](https://www.frixlaw.com/law-library/statutes/CFTC_L08_15.md)
- [CFTC Letter No. 08-17 DCIO received a request for guidance from the Joint Audit Committee concerning FCM regulatory reporting requirements for investments in a money market mutual fund. The fund had announced that its net asset value per s...](https://www.frixlaw.com/law-library/statutes/CFTC_L08_17.md)
- [CFTC Letter No. 08-18 The Division of Market Oversight issued a letter granting no-action relief to permit the Brazilian Derivatives Exchange, BM&F Bovespa S.A. – Bolsa de Valores, Mercadorias e Futuros (BM&F), to make its electronic tradi...](https://www.frixlaw.com/law-library/statutes/CFTC_L08_18.md)
- [CFTC Letter No. 08-19 Thailand Futures Exchange Pcls Request for No-Action Relief in Connection with the Offer and Sale in the United States of its Futures Contract Based on the SET50 Index Futures Contract.](https://www.frixlaw.com/law-library/statutes/CFTC_L08_19.md)
- [CFTC Letter No. 08-21 The Division of Market Oversight issued a no-action letter to BNP Paribas confirming that the Division will not recommend that the Commission initiate enforcement action against BNP Paribas or Fortis Bank S.A./N.V., o...](https://www.frixlaw.com/law-library/statutes/CFTC_L08_21.md)
- [CFTC Letter No. 09-02 The Division of Clearing and Intermediary Oversight provided no-action relief to the general partner of a commodity pool from registering as a CPO under Section 4m(1) of the Commodity Exchange Act, and allowed an affi...](https://www.frixlaw.com/law-library/statutes/CFTC_L09_02.md)
- [CFTC Letter No. 09-06 The CPO of a commodity pool requested that DCIO agree to accept the Annual Report for the period from January 1, 2008 through October 31, 2008 as the Pool’s final annual report despite the fact that the Pool had not f...](https://www.frixlaw.com/law-library/statutes/CFTC_L09_06.md)
- [CFTC Letter No. 09-07 The CPO of a commodity pool with a de minimus amount of its assets embroiled in a bankruptcy requested relief from the ongoing reporting requirements under Part 4. The CPO filed an Annual Report for the Pool for the 2...](https://www.frixlaw.com/law-library/statutes/CFTC_L09_07.md)
- [CFTC Letter No. 09-11 The CPO of two commodity pools requested relief to use IFRS in lieu of US GAAP. DCIO granted relief pursuant to Commission Regulations 140.93 and 4.12(a).](https://www.frixlaw.com/law-library/statutes/CFTC_L09_11.md)
- [CFTC Letter No. 09-13 The CPO of commodity pool requested relief to use IFRS in lieu of US GAAP. DCIO granted relief pursuant to Commission Regulations 140.93 and 4.12(a).](https://www.frixlaw.com/law-library/statutes/CFTC_L09_13.md)

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Source: Frix Law Library, https://www.frixlaw.com/law-library/statutes/CFTC_L10_06. Check the current official text before relying on it. Not legal advice.