COMMODITY FUTURES TRADING COMMISSION 

2033 K STREET, N.W., WASHINGTON, D.C. 20561 

(202) 254-6955 

(202) 254-3534 FACSIMILE 

DIVISION OF 

TRADING AND MARKETS 

June 28, 1991 

Re: Relief from Commodity Trading Advisor Registration 

Dear 

This is in response to your letter dated April 17, 1991, as 

supplemented by telephone conversations with your counsel, , and Division staff, whereby on behalf of . _ . you requested relief from 

commodity trading advisor ("CTA") registration. 

Based upon the representations made in your letter, as 

supplemented, we understand the facts to be as follows: 

is registered with the Securities and 

Exchange Commission ("SEC") as an investment 

adviser under the Investment Advisers Act of 

1940, has its principal place of business in 

the United States, and primarily is engaged 

in the business of acting as an investment 

adviser to a number of investment companies 

registered as such with the SEC under the 

Investment Company Act of 1940. certain of 

these companies have filed a notice of eligibility for exclusion from the definition of 

the term "commodity pool operator" under rule 

4.s,l/ and has filed a notice of exemption from the CTA registration requirements under Rule 4.14(a) (8). 

( ) currently provides securities trading advice to 

("Foreign Subsidiary"), a wholly.:..owned subsidiary of 

("Foreign Insurance Company"). Foreign sub1/ commission rules referred to herein are found at 17 c.F.R. 

Ch . I ( 19 9 0 ) . 
Page 2 

sidiary is organized under the laws of, and 

maintains its principal place of business in, 

the cayman Islands. Foreign Insurance company is organized under the laws of, and maintains its principal place of business in, 

Japan. 

intends to provide commodity interest trading advice to 

Foreign Subsidiary and, in this connection, seeks rel~ef 

from CTA registration. 

In support of this request you further represent that: (1) 

the shares of Foreign subsidiary and Foreign Insurance Company 

are not owned either directly or indirectly by any citizen or 

resident of the United states; {2) Foreign Subsidiary will be 

operated pursuant to the criteria of Rule 4.5(c) (2); and (3) 

will provide commodity interest trading advice in a manner 

solely incidental to its business of providing securities advice 

to Foreign Subsidiary. Based upon the/foregoing and consistently 

with our prior practice in this area,~ the Division will not 

recommend that the Commission take any enforcement action for 

failure to register as a CTA against in connection with 

its providing commodity interest trading advice to Foreign 

subsidiary. This position is, however, subject to compliance 

with the conditions that: (1) does not otherwise hold 

itself out as a CTA to Foreign Subsidiary or the prospective and 

actual investors therein; and (2) ~ will submit to such 

special calls as the Division may make of it to demonstrate 

compliance with the terms and conditions of this "no-action" 

position. 

We note that this letter does not excuse from compliance with any other applicable requirements contained in the 

Commodity Exchange Act (the "Act") or in the Commission's regulations thereunder. For example, would remain subject to 

the anti-fraud provisions of Section 4Q .of the Act, 7 u.s.c. §6Q 

(1988), and to the reporting requirements for traders set forth 

in Parts 15, 18 and 19 of the Commission's regulations. Further, 

the position we have taken herein is solely applicable to 

in connection with providing commodity interest trading advice to 

Foreign Subsidiary. 

This letter is based upon the representations that have been 

made to us and is subject to compliance with certain conditions 

set forth above. Any different, changed or omitted facts or con-

~/ See,~., Division of Trading and Markets Interpretative 

Letter No. 88-5 [1987-1990 Transfer Bin~er) Comm. Fut. L. Rep. ~ 24,166 (February 2, 1988). 
Page 3 

ditions might require us to reach a different conclusion. In 

this connection, we request that you notify us immediately in the 

event the operations of or Foreign Subsidiary, including 

Foreign Subsidiary's ownership composition or operating criteria, 

change in any way from those as represented to us. Further, this 

letter represents the positions of the Division of Trading and 

Markets only. It does not necessarily reflect the views of the 

Commission or any other office or division of the Commission. 

Very truly yours, 

~.~~n~ Chief counsel