September 7, 2007
The proposing release addresses the potential conflicts and exclusivity between the proposed Rule 507 exemption, permitting limited advertising, and the Section 4(2) exemption, prohibiting general solicitation. I question whether the proposed Rule 507 exemption would also potentially preclude an exemption from registration as a Commodity Pool Operator under Rule 4.13(a)(3)of the Commodity Exchange Act. Some institutions, such as hedge funds, currently make use of both Regulation D exemptions from registration under the Securities Act and the referenced exemption from registration as a CPO. While the proposed Rule 507 exemption might be attractive to such entities, they may decide not to avail themselves of it if this would mean registration with the CFTC was required this might lessen the projected impact of the exemption.