141 Capital Inc (fka ONCP)

[Enforcer57]

Allie, in looking at the links below, I saw that on the bottom of the first linked page is a link for Regulation Help (Adobe File). I copied the paragraph into this message from that link and in bold show the text from 4.13 (a)(2). This is where I came to the conclusion of "total of all pools". Can you show where your statement "Each pool aggregate" comes from. Also can you tell if this means that because they are asking for this exemption based on this sub-paragraph that they will not exceed $400,000.

http://www.nfa.futures.org/BasicNet/Exemptions.aspx?entityId=0392733

http://www.nfa.futures.org/compliance/RegulationsHelp.pdf

§ 4.13 Exemption from registration as a commodity pool operator.
This section is organized as follows: Paragraph (a) of this section specifies the criteria that must be met to qualify for
exemption from registration under this section; paragraph (b) of this section governs the notice that must be filed to
claim exemption from registration; paragraph (c) of this section sets forth the continuing obligations of a person who
has claimed exemption under this section; paragraph (d) of this section specifies information certain persons must
provide if they subsequently register; paragraph (e) of this section specifies the effect of registration on a person who
has claimed an exemption from registration under this section or who is eligible to claim an exemption from
registration hereunder; and paragraph (f) of this section specifies the effect of this section on §4.5 of this chapter.

(a) A person is not required to register under the Act as a commodity pool operator if:

(1)(i) It does not receive any compensation or other payment, directly or indirectly, for operating the pool, except
reimbursement for the ordinary administrative expenses of operating the pool;

(ii) It operates only one commodity pool at any time;

(iii) It is not otherwise required to register with the Commission and is not a business affiliate of any person required
to register with the Commission; and

(iv) Neither the person nor any other person involved with the pool does any advertising in connection with the pool
(for purposes of this section, advertising includes the systematic solicitation of prospective participants by telephone
or seminar presentation);

(2)(i) None of the pools operated by it has more than 15 participants at any time; and

(ii) The total gross capital contributions it receives for units of participation in all of the pools it operates or that it
intends to operate do not in the aggregate exceed $400,000.

(iii) For the purpose of determining eligibility for exemption under paragraph (a)(2) of this section, the person may
exclude the following participants and their contributions: