CFTC Proposes New CPO/CTA Registration Relief for Private Fund Advisers

On August 18, 2026, the Commodity Futures Trading Commission (“CFTC”) issued a notice of proposed rulemaking (“NPRM”) seeking public comment concerning potential registration relief for certain categories of commodity pool operators (“CPOs”) and commodity trading advisors (“CTAs”). [1] Most notably for private fund managers, the proposed relief would (i) establish a new exemption from CPO registration, modeled on the exemption available prior to 2012, for certain investment advisers registered with the Securities and Exchange Commission (“SEC”) that operate pools offered exclusively to qualified eligible persons (“QEPs”), (ii) expand related CTA registration relief, and (iii) make other related amendments to Part 4 of the CFTC’s Regulations.  

Background

From 2003 until 2012, former CFTC Rule 4.13(a)(4) exempted operators of privately offered commodity pools limited to specified sophisticated investors from CPO registration (the “Original QEP Exemption”). The CFTC rescinded the Original QEP Exemption in 2012 as part of an effort to require registration of previously exempt CPOs and impose reporting comparable to the then newly adopted Form PF.

As discussed in our February 2026 client alert,[2] CFTC staff began providing interim no-action relief from CPO and CTA registration in December 2025 (“Letter 25-50”) to certain SEC-registered investment advisers (“RIA”) operating pools offered to QEPs. Further, in February 2026, CFTC staff issued additional no-action relief (“Letter 26-06”) to address additional CPO registration relief, as well as certain CPO delegation arrangements in connection with a separate no-action position issued by the CFTC in 2014.[3] In response to these no-action positions, the NPRM notes that formal rulemaking is necessary to provide more durable, transparent, and uniformly applicable standards, reduce duplicative regulation, and codify staff relief that has become widely relied upon by market participants.[4]  

Proposed RIA-QEP Exemption

The proposed rules would insert a new CFTC Rule 4.13(a)(4) providing a CPO registration exemption for SEC-registered investment advisers in relation to commodity pools satisfying certain specified conditions (the “Proposed RIA-QEP Exemption”). A commodity pool satisfying the conditions of the Proposed RIA-QEP Exemption would be considered an “Eligible Pool.” A commodity pool qualifies as an Eligible Pool if it satisfies each of the following conditions:

• SEC investment advisor registration. The CPO must be registered with the SEC as an investment adviser. State-registered advisers and exempt reporting advisers would not qualify.
• Private offering and marketing. Interests in the pool must be exempt from registration under the Securities Act of 1933 and offered and sold without marketing to the public in the United States. Consistent with Letter 25-50, the marketing prohibition would not apply to a pool offered pursuant to Rule 506(c) of Regulation D.
• Eligible participants. The CPO must reasonably believe, at the time of investment, that each natural person participant is a QEP as described in CFTC Rule 4.7(a)(6)(i) (i.e., those that do not need to meet the QEP Portfolio Requirement), and each non-natural person participant is either a QEP or an accredited investor described in SEC Rule 501(a)(1)–(3), (a)(7), or (a)(8). For an existing pool converting to exempt status under the Proposed RIA-QEP Exemption, this determination must be made at the time of conversion.
• Form PF. The CPO must file Form PF for the Eligible Pool if it is otherwise required to do so under Form PF or related securities regulations.
• NFA notice and continuing requirements. The CPO must file an electronic notice of exemption with the National Futures Association (“NFA”) identifying its reliance on Rule 4.13(a)(4). As with other Rule 4.13 exemptions, the CPO would also be subject to annual affirmation and updating requirements, statutory-disqualification representations, recordkeeping requirements, and applicable participant disclosure requirements.
• Pool-by-pool availability. An adviser could rely on the Proposed RIA-QEP Exemption for qualifying pools while continuing to rely on the de minimis exemption in CFTC Rule 4.13(a)(3) for other pools.

For private fund advisers, a significant feature of the Proposed RIA-QEP Exemption is that, unlike the de minimis exemption under CFTC Rule 4.13(a)(3), the relief would not be conditioned on the pool remaining below specified commodity interest trading thresholds. Accordingly, an RIA whose pool exceeds the Rule 4.13(a)(3) thresholds could still avoid CPO registration with respect to that pool if the pool otherwise satisfies the requirements of proposed Rule 4.13(a)(4).

Key Differences from the QEP No-Action Relief

The Proposed RIA-QEP Exemption generally tracks Letter 25-50, but the NPRM outlines several changes that may be important for private fund advisers:

• Investor eligibility. Letter 25-50 requires every pool participant to be a QEP and does not distinguish between natural and non-natural persons. The Proposed RIA-QEP Exemption would return to the participant framework of the Original QEP Exemption, distinguishing between natural and non-natural persons as follows. For natural persons, the proposed rule would be narrower than Letter 25-50: an individual must qualify as a QEP under CFTC Rule 4.7(a)(6)(i)—i.e., based on status alone, without reliance on the separate QEP Portfolio Requirement in CFTC Rule 4.7(a)(5). The Portfolio Requirement is the standard applicable to participants described in CFTC Rule 4.7(a)(6)(ii), which permits qualification based on a combination of portfolio size and investment experience. For non-natural persons, the proposed rule would be broader: an entity may be either (i) any QEP or (ii) one of the specified categories of accredited investors described in SEC Rules 501(a)(1)–(3), (a)(7), or (a)(8).
• Form PF. Letter 25-50 requires an adviser to file Form PF with respect to each pool relying on the relief. Under the Proposed RIA-QEP Exemption, Form PF would be required only if the adviser is otherwise required to file it for the Eligible Pool. The CFTC noted in the NPRM that pending increases to Form PF filing thresholds could leave some RIAs exempt from both Form PF and Form CPO-PQR reporting and requested comment on whether additional reporting conditions should apply.
• Exemption filing process. Letter 25-50 requires a notice of reliance to be sent to NFA and CFTC staff. The Proposed RIA-QEP Exemption instead would integrate Rule 4.13(a)(4) into the NFA’s ordinary electronic exemption-filing and annual-affirmation framework. The CFTC noted that administration of Letter 25-50 and related relief has been complex and time-consuming in part because NFA has had to mechanically record reliance on the no-action position.
• Conversion of registered pools. Letter 25-50 provides no-action relief from the requirement in CFTC Rule 4.13(e)(2) to offer existing pool participants a redemption right when a registered CPO withdraws and converts a pool to exempt status. The NPRM would restore that redemption requirement for pools converting to the Proposed RIA-QEP Exemption, except that the CFTC preliminarily intends that pools already relying on Letter 25-50 would not become subject to Rule 4.13(e)(2) for that transition. The CFTC is considering whether a later effective date is appropriate to facilitate this transition.

Transition from No-Action Relief and Delegation Arrangements

If adopted, the CFTC preliminarily intends for the Proposed RIA-QEP Exemption to supersede the no-action relief provided by Letter 25-50. For pools already relying on Letter 25-50, however, the CFTC has indicated that it does not intend to impose additional or conflicting transition requirements. In particular, although CFTC Rule 4.13(e)(2) generally requires a registered CPO converting an existing pool to exempt status to provide participants with notice and an opportunity to redeem, the CFTC preliminarily intends that those requirements would not apply to pools that previously relied on Letter 25-50, many of which may already have deregistered in reliance on that relief. The CFTC is considering whether a separate, later effective date for Rule 4.13(e)(2) would be appropriate to facilitate that transition. Pools that have not relied on Letter 25-50 generally would remain subject to the Rule 4.13(e)(2) requirements when converting from registered to exempt status.

The NPRM also addresses the delegation issue covered by Letter 26-06. The CFTC preliminarily believes that separate delegation relief generally would no longer be necessary for an Eligible Pool because the Proposed RIA-QEP Exemption would be available to both delegating and designated CPOs with respect to that pool. The CFTC has nevertheless requested comment on whether any additional action is necessary to address existing delegation arrangements.

Other Proposed Amendments

• Conforming Rule 4.13 amendments. The NPRM would restore the cross-reference to Rule 4.13(a)(4) in Rule 4.13(b)(1)(ii), allowing the exemption to be claimed through NFA’s electronic filing system, and in Rule 4.13(e)(2), extending the existing framework for CPOs that operate both registered and exempt pools to Eligible Pools.
• CTA exemption. The NPRM would restore the cross-reference to Rule 4.13(a)(4) in CFTC Rule 4.14(a)(8)(i)(D), allowing an otherwise eligible investment adviser to rely on the CTA registration exemption for advisory activities relating to CPOs and pools relying on the Proposed RIA-QEP Exemption.
• Small pool exemption. Separately, the NPRM would double the aggregate gross capital contributions threshold under CFTC Rule 4.13(a)(2) from $400,000 to $800,000, while retaining the existing limit of 15 participants per pool and the current exclusions from the capital-contribution calculation.

If adopted, the proposed rules could provide a more durable and flexible basis for CPO and CTA registration relief for SEC-registered private fund advisers, particularly those with funds that exceed the commodity interest trading limits under CFTC Rule 4.13(a)(3). Managers that are registered as CPOs or currently relying on the CFTC’s no-action relief should consider whether the proposed exemption could provide an alternative basis for relief. Comments on the NPRM are due on October 5, 2026. The NPRM does not change existing obligations at this time, and the December 2025 no-action relief remains available while the rulemaking is pending.

[1] Commodity Pool Operators and Commodity Trading Advisors: Reduction of Duplicative Regulation Through Intermediary Registration Exemptions; Expansion of the Exemption for Small Commodity Pools, 91 Fed. Reg. 54,264 (Aug. 21, 2026) (the “NPRM”).

[2] Morrison Foerster, CFTC Staff Issues No-Action Relief from CPO/CTA Registration for Certain Private Fund Managers and Credit Risk Transfer Transactions (Feb. 2, 2026).

[3] CFTC Staff Letter No. 26-06 (Feb. 26, 2026); CFTC Staff Letter No. 14-126 (Oct. 15, 2014). Letter 14-126 permits a “Delegating CPO” to avoid CPO registration, subject to specified conditions, where it delegates its CPO responsibilities to a registered “Designated CPO.” Letter 26-06 preserved that relief where the Designated CPO instead relies on Letter 25-50 to avoid registration.

[4] NPRM at 54268.