COMMITTEE ON FUTURES 

& DERIVATIVES REGULATION 

MICHAELS. SACKHEIM 

CHAIR 

787 SEVENTII A VENUE 

PLOOR 25 

NEW YoRK, NY I 0019 

Phone: (212) 839-5503 

Fax: (212) 839-5599 

msackheim@sidley.com 

DAVID A. FORM 

SECRETARY 

787 SEVENTH A VENUE 

PLUOR 20 

NEWYORK,NY 10019 

Phone: (212) 839-5394 

Pax: (212) 839-5599 

dtbrm@sidley.com 

David Stawick 

Secretary 

NEW YORK 

CITY BAR 

March 23, 2009 

Commodity Futures Trading Commission 

Three Lafayette Centre 

1155 21st Street, N. W. 

Washington, D. C. 20581 

Recefved ·CFTC 

R~OfdS Section 

J;dl#9 

COMMENT 

Re: Proposed Rules for Commodity Pool Operator Periodic and Annual Reports; 

Comment File #09-003 

Dear Mr. Stawick: 

The Committee on Futures and Derivatives Regulation (the "Committee") of the New 

York City Bar Association (the "Association") is pleased to support the Commission's 

proposal, which was published in the Federal Register at 74 F.R. 8220 (February 24, 

2009), to amend the Commission's rules governing commodity pool operator ("CPO") 

periodic account statements and annual financial reports (the "Proposal"). 

The Association is an organization of over 23,000 lawyers. Most of its members practice 

in the New York City area. However, the Association also has members in nearly every 

state and over 50 countries. The Committee consists of attorneys knowledgeable about 

the trading and regulation of futures contracts and about the regulation of CPOs and 

commodity trading advisors, and it has a practice of publishing comments on legal and 

., ,· ..... · 
, 

regulatory developments that have a significant impact on futures and derivatives 

markets. The Committee appreciates the opportunity to comment on the Proposal. 

The Committee supports the Proposal and encourages its adoption, but believes that 

certain clarifications would make these rules more effective. 

1. Proposed rule 4.22( d){2)(ii) would require that CPOs wishing to prepare financial 

statements pursuant to International Financial Reporting Standards ("TFRS")file a 

notice with the Commission "within 90 calendar days ofthe end ofthe pool's 

fiscal year" (i.e. by the date the annual report is due). The explanatory text of the 

proposal (FR. page 8224) states that the notice must be filed with the 

Commission prior to the due date of the report. It is not clear why the proposed 

rule establishes the report due date in the filing timefrarne but the explanatory text 

does not. The Committee recommends that the adopting release clarify this point 

to reduce confusion. 

2. lfthe notice required by proposed rule 4.22(d)(2)(ii) must be iiled no later than 90 

days after the end of the pool's fiscal year the Committee recommends that the 

Commission revise the proposed rule to mirror the language in rule 4.22(c) by 

replacing "ofthe end ofthe pool's fiscal year" with "after the end of the pool's 

fiscal year". Additionally, clarification that the notice may be filed on or prior to 

the date the report is due might be given in the adopting release. 

3. The Committee recommends that the Commission revise the language in 

proposed rule 4.22(d)(2)(i)(C) by replacing "offering memorandum or similar 

document" with "offering memorandum or other operative document", in order to 

clarify that authority for a pool to employ IFRS may be contained in, for example, 

a fund's Articles of Association. 

Please contact us if you have questions or if there is any assistance we can provide in 

connection with the Proposal. 

Very truly yours, 

Michael 

~~ 

Sackhcim 

Chairman 

-2-
New York City Bar Association 

Committee on Futures & Derivatives Regulation 

Michael Sackheim, Chair 

Sam Abernethy 

Paul M. Architzel 

Conrad G. Bahlke 

Brent A. Beck 

Lawrence S. Block* 

Christopher Bowen 

Jan Paul Bruynes 

Ann F. Chamberlain 

Ian Cuillerier 

Daniel Cunningham 

Guy C. Dempsey 

Karen Jeanne Du Brul 

David Form* 

Martin Goldenberg 

Geoffrey Goldman 

Marvin J. Goldstein 

Joyce Hansen~ 

Jason Jurgens 

Gary Edward Kalbaugh 

Robert F. Klein 

David Kozak** 

Cindy Ma 

Robert M. McLaughlin 

Adjunct Members 

Stephen J. Obie~ 

Lore C. Steinhause~ 

Barbara B. Wierzynski,-r 

Law School Student Interns 

Larry Bartenev 

Laurian Cristea 

David Form, Secretary 

Richard Miller 

Charles R. Mills 

Rita Molesworth* 

Ernest T. Patrikis 

Robin Powers 

Allan Rooney 

Michael Sackheim 

James Sanders 

Edmund Schroeder 

Timothy P. Selby* 

Rakesh K. Sharma 

Felix Shipkevich 

Dennis C. Sullivan 

Lauren Ann Teigland-Hunt 

Deborah A. Tuchman 

Sherry V enokur 

Andris Vizbaras 

Ronald T. Wolf 

Alice Yutke 

~These members of the Committee did not participate in this comment letter. 

*These members are members ofthe Committee's CPO/CTA Sub-Committee. 

**This member is the Chair ofthe Committee's CPO/CTA Sub-Committee. 

NYI 6882237v.5