On December 7, the CFTC issued a no-action letter to mortgage real estate investment trusts which provides that the Division of Swap Dealer and Intermediary Oversight will not recommend that the CFTC take enforcement action against the operators of mortgage REITs for failure to register as commodity pool operators under the Commodity Exchange Act and the CFTC’s regulations, provided that the mortgage REIT satisfies certain criteria including compliance with a de minimis threshold. CFTC Release. No-Action Letter.
No-Action Letter
CFTC No-Action Relief for CPO Registration of Family Offices
On November 30, the CFTC issued a no-action letter stating that the Division of Swap Dealer and Intermediary Oversight will not take enforcement action against the operators of family offices for failure to register as commodity pool operators. CFTC Release. CFTC No-Action Letter.
CFTC No-Action Relief for CPO Registration of Fund of Funds
On November 30, the CFTC issued a time limited no-action letter stating that that the Division of Swap Dealer and Intermediary Oversight will not take enforcement action against the commodity pool operator of a fund of funds for failure to register as such until the later of June 30, 2013, or six months after the effective date (or compliance date, if later) of any revised guidance on the de minimus threshold rules. CFTC Release. CFTC No-Action Letter.
CFTC No-Action Relief for CPO Registration of Business Development Companies
On December 4, the CFTC issued a no-action letter stating that the Division of Swap Dealer and Intermediary Oversight will not take enforcement action against operators of business development companies for failure to register as commodity pool operators. CFTC Release. CFTC No-Action Letter.
CFTC No-Action Letter on Trade Option Exemption
On August 15, the CFTC issued a no-action letter providing that, for a limited time, market participants can rely on the trade option exemption in CFTC regulation 32.3 without complying with specified provisions. The no-action letter is effective until the earlier of December 31 and the effective date of any final action taken by the CFTC on the trade option exemption interim final rules. CFTC Release.
SEC No-Action Letter on the Registration of Affiliates of Registered Advisers
On January 18, the SEC Division of Investment Management issued a No-Action Letter in response to a request from the American Bar Association Subcommittee on Hedge Funds, exempting from registration under the Investment Advisers Act of 1940 certain control affiliates of SEC registered advisers, subject to the fulfillment of certain conditions. The No-Action Letter also confirms prior SEC staff guidance from 2005, which provides a registration exemption to special purpose vehicles created by registered advisers. SEC No-Action Letter.
SEC No Action Letter and Proposed Rule for Section 15(d)
On January 6, the SEC issued a no-action letter confirming that it would not recommend enforcement action if an ABS issuer continues to determine its reporting requirements for existing transactions based on the standards set forth in Section 15(d) of the Exchange Act prior to the enactment of the Dodd-Frank Act, if certain conditions are satisfied. This no-action relief applies to any issuer which had suspended its reporting requirements for outstanding ABS prior to enactment of the Dodd-Frank Act. Also on January 6, the SEC proposed a rule to permit suspension of the reporting obligations for ABS issuers when there are no longer ABS of a class sold in a registered transaction held by non-affiliates of the depositor and to amend rules relating to the Exchange Act reporting obligations of ABS issuers in light of these statutory changes. Comments must be received by February 7. SEC No Action Letter. Proposed Rule.
SEC Allows Omission of Credit Rating Disclosure from ABS Deals
On July 22, the SEC released a ‘No Action Letter’ allowing issuers to omit credit rating disclosure from ABS prospectuses for a period of six months. The Dodd-Frank Wall Street Reform and Consumer Protection Act eliminated SEC Rule 436(g) which effectively exempted NRSROs from liability as experts under Section 11 of the Securities Act. For the six month period covered by the No Action Letter, issuers will be able to omit prospectus disclosure of ratings and accordingly will not need to obtain rating agency consent to be named as an expert. Also in connection with the repeal of Rule 436(g) under the Act, S&P, Moody’s, Fitch, and DBRS have each released comments addressing the effect of the Act on credit rating agencies. Sec No Action Letter. S&P. Moody’s. Fitch. DBRS.