Compliance Rules

Part 2 - Rules Governing the Business Conduct of Members Registered with the Commission

RULE 2-45. PROHIBITION OF LOANS BY COMMODITY POOLS TO CPOS OR AFFILIATED OR RELATED ENTITIES

[Adopted effective September 11, 2009. Effective date of amendments: September 13, 2013 and March 24, 2026.]

(a) No Member CPO may permit a commodity pool to use any means to make a direct or indirect loan or advance of pool assets to the CPO, its principals or any other affiliated or related person or entity, except as provided under subsections (1), (2) or (3) below:

(1) The CPO is registered with the Securities and Exchange Commission (SEC) as an investment adviser or is affiliated with one or more SEC registered investment advisers and the CPO, along with any affiliated SEC registered investment adviser(s), collectively manage(s) at least $1.5 billion in assets and for the pool that makes the loan or advance, the CPO files an exemption for the pool under CFTC Regulations 4.13 or 4.7 or operates the pool pursuant to CFTC No-Action Letters 25-50 and 26-06, provided the following:

(i) The CPO maintains records that demonstrate that at the time of a pool's loan or advance and any modifications to its terms:

a. the loan or advance is for the benefit of the lending pool's participants;

b. the CPO reasonably believes that the recipient of the loan or advance is financially able to repay the loan or advance as set forth under its terms; and

c. the CPO reasonably believes that the terms of the loan or advance, including the consideration to be paid or received, are commercially reasonable and fair.

(ii) Throughout the duration of the loan or advance, the CPO must regularly monitor the recipient's compliance with the terms of the  loan or advance and, in the event of the recipient's non-compliance, takes actions (as appropriate) that it reasonably determines to be in the best interests of the lending pool and maintain records that demonstrate it has done so.

(2) The pool is a registered investment company (RIC) or a business development company (BDC) engaging in a loan arrangement or other transactions (including any guarantee) that are permitted pursuant to the Investment Company Act of 1940 (ICA), exemptive rules promulgated under the ICA, exemptive orders issued by the Securities and Exchange Commission (SEC) or no-action letters issued by SEC staff pursuant to Sections 17 or 57 of the ICA, as applicable.

(3) The pool is excluded from registration pursuant to Sections 3(c)(1) or 3(c)(7) of the ICA or its securities are registered under the Securities Act of 1933 or the CPO files for an exemption for the pool under CFTC Regulations 4.7, 4.13 or operates the pool pursuant to CFTC No-Action Letters 25-50 and 26-06 and the direct or indirect loan or advance is one of the specified transactions set forth in the related Interpretive Notice 9062 entitled: NFA Compliance Rule 2-45: Additional Guidance on Transactions Not Subject to the Prohibition of Loans by Commodity Pools to CPOs and Affiliated or Related Entities.

(b) For purposes of Section (a) of this Rule only, the term affiliated or related includes:

(1) a person or an entity that has any ownership or control, either directly or indirectly, of the CPO Member;

(2) an entity that is owned or controlled, directly or indirectly, or is under common control or ownership, of the CPO Member;

(3) other pools operated by the CPO Member or any person or entity enumerated in subsection (b)(1) or (b)(2) of this Rule.