The Commodity Futures Trading Commission proposed amendments that would exempt certain Securities and Exchange Commission-registered investment advisers from commodity pool operator registration for qualifying commodity pools limited to sophisticated investors. Pool interests would need to be exempt from Securities Act registration and generally offered without public marketing in the U.S., except under Rule 506(c). Advisers would also have to file Form PF where required. A related exemption would apply to commodity trading advisers serving qualifying exempt pools. For investor eligibility, natural persons would be limited to specified qualified eligible persons not subject to the portfolio requirement, while non-natural persons could include qualified eligible persons and specified accredited investors. The proposal would also increase the gross capital contributions threshold for the small pool exemption from USD 400,000 to USD 800,000, while retaining the limit of 15 participants per pool and existing exclusions from the contribution calculation. If adopted, the amendments are preliminarily intended to supersede certain existing no-action positions and integrate the new exemptions into the CFTC’s notice, recordkeeping and participant-protection framework. Comments are due 45 days after publication in the Federal Register.

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