CEA Section 1a(11) defines a CPO as (i) any “person” engaged in a business that is of “the nature of a commodity pool,” or similar form of enterprise (such as an investment trust or syndicate), and (ii) who solicits, accepts, or receives from others, funds, securities, or property to trade in commodity interests. The funds, securities, or property may be received either directly or through capital contributions, the sale of stock or other forms of securities, or otherwise. A “person” includes individuals, associations, partnerships, corporations, and trusts. 7 U.S.C. 1a(38); 17 CFR 1.3, person. The CPO may make trading decisions for the fund or may outsource day-to-day management to an independent commodity trading advisor.
A commodity pool “means any investment trust, syndicate, or similar form of enterprise operated for the purpose of trading in commodity interests….” See CEA Section § 1a(10), 7 U.S.C. § 1a(10).
CPOs are required to register with the NFA unless they qualify for certain exclusions and exemptions from registration set forth in the CEA and the CFTC’s regulations. Depending upon the nature of the exclusion or exemption, certain notice requirements may apply and/or certain regulations may continue to apply notwithstanding the exemption. Generally speaking, registered CPOs are subject to an extensive regulatory regime and must comply with a host of disclosure, reporting, recordkeeping, and supervision requirements.