Hedge Fund Alert
January 2009
Author:
Lawrence B. Patent
202.778.9219
lawrence.patent@klgates.com
K&L Gates comprises approximately
1,700 lawyers in 28 offices located
in North America, Europe and Asia,
and represents capital markets
participants, entrepreneurs, growth
and middle market companies,
leading FORTUNE 100 and FTSE
100 global corporations and public
sector entities. For more information,
visit www.klgates.com.
www.klgates.com
CFTC Proposes Mandatory Electronic Filing of
CPO and CTA Disclosure Documents with NFA
In response to a petition for rulemaking from the National Futures Association (NFA),
the Commodity Futures Trading Commission (CFTC) recently proposed to require
commodity pool operators (CPOs) and commodity trading advisors (CTAs) to file their
Disclosure Documents electronically with NFA for review. 73 Fed. Reg. 71968 (Nov.
26, 2008). The comment period closed on December 26, 2008, and it is anticipated that
the proposed amendments will be adopted and made effective by the CFTC shortly.
NFA to Hold Webinar
In anticipation of this change in the regulations, NFA has announced a webinar to be
held on Thursday, January 22, 2009, at 2:00 PM CST (3:00 PM EST) to help CPOs
and CTAs understand how to file their Disclosure Documents using NFA’s DDOC
filing system. The vast majority of CPOs and CTAs already use that system on a
voluntary basis.
There is no charge to participate in the online seminar, but registration is required. To
register, just use the Web link: http://video.webcasts.com/events/nfas001/29268/. For
those who are unable to attend, the webinar will also be available for viewing from
NFA’s Web site anytime after January 23.
NFA’s Electronic Filing System
In addition to the electronic filing of the Disclosure Document, the filing process
includes a series of questions that will assist in identifying the type of filing as well as
provide important background information to assist NFA staff with the analysis of the
document itself. Among other things, this key information concerns the identification
of contact persons, relationships with futures commission merchants or introducing
brokers, and the past performance history and related data for the offered pool or
trading program.
Some of the advantages of filing the documents electronically with NFA are the ability
to track the status of filings without the need to call NFA and to receive comment letters
as soon as they are issued by NFA staff. NFA’s DDOC system will also serve as an
electronic “filing cabinet” of all prior filings and comment letters.
The proposal to require that CPOs and CTAs file their Disclosure Documents
electronically with NFA for review is consistent with other required electronic filings.
Applicants for registration as CPOs or CTAs must file their registration applications
using NFA’s Online Registration System. CPOs must also file their pool annual reports
using the EasyFile system. Even CPOs and CTAs that are exempt from registration
must submit a notice to NFA electronically to claim their exemption.
Hedge Fund Alert
Transmission of Disclosure Documents
to Prospective Pool Participants and
Clients Unaffected
Please note that the CFTC’s proposals would not
affect the delivery of Disclosure Documents to
prospective pool participants and clients, which
CPOs and CTAs could continue to provide either
through hardcopy distribution via postal mail or
electronically if the intended recipient consented
thereto.
K&L Gates comprises multiple affiliated partnerships: a limited liability partnership with the full name K&L Gates LLP qualified in Delaware and
maintaining offices throughout the U.S., in Berlin, in Beijing (K&L Gates LLP Beijing Representative Office), and in Shanghai (K&L Gates LLP
Shanghai Representative Office); a limited liability partnership (also named K&L Gates LLP) incorporated in England and maintaining our London
and Paris offices; a Taiwan general partnership (K&L Gates) which practices from our Taipei office; and a Hong Kong general partnership (K&L
Gates, Solicitors) which practices from our Hong Kong office. K&L Gates maintains appropriate registrations in the jurisdictions in which its offices
are located. A list of the partners in each entity is available for inspection at any K&L Gates office.
This publication/newsletter is for informational purposes and does not contain or convey legal advice. The information herein should not be used
or relied upon in regard to any particular facts or circumstances without first consulting a lawyer.
©2009 K&L Gates LLP. All Rights Reserved.
January 2009