The CFTC Division of Swap Dealer and Intermediary Oversight granted no-action relief to a CPO from registration requirements.

The CPO acted as a general partner of a "Fund Complex" that consists of seven private investment funds. According to the CFTC Letter, "the Funds are generally required by their organizational and offering documents to invest in parallel and will pursue the same investment strategy and generally invest side-by-side in the same positions as each other." As part of the Fund Complex arrangement, the general partner operates a special purpose entity that has no direct investors other than the Funds, each of which invests less than 3% of its committed capital into the entity.

The Division made its decision due to a convergence of multiple factors, which include:

  • the Funds' operator already being exempt from registration;
  • the Funds' operator's intent to distribute audited annual financial statements to Fund investors;
  • the CFTC still receiving all regulatory information concerning the commodity interest held by the Fund Complex;
  • the CPO, the Funds' operator, and investment manager being under common control and having identical officers; and
  • the CPO, the Funds' operator and the investment manager organizing the Fund Complex in the current form and manner for legitimate logical and business reasons.

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