The Commodity Futures Trading Commission (“CFTC”) has published a Notice of Proposed Rulemaking (“NPRM”, link here) seeking public comments on proposed Regulations 4.13(a)(4) and 4.14(a)8 to address registration requirements for commodity pool operators and commodity trading advisors – CPOs and CTAs, respectively - by aiming to reduce duplicative and overlapping regulation with the Securities and Exchange Commission (“SEC”). 

These new regulations could meaningfully ease regulatory burdens for certain investment advisers – but not all. The previous 4.13(a)(4) exemption, rescinded in 2012, had been open to any qualifying fund manager that limited commodity pool investment to sophisticated investors (“qualified eligible persons” or “QEPs”). However, among other conditions spelled out in the NPRM, the revived 4.13(a)(4) exemption would be limited to SEC-registered investment advisers (“RIAs”) who already file Form PF. Therefore, advisers exempt from registration with the SEC – such as exempt reporting advisers (“ERAs”) – would not be eligible for this relief as proposed.

Specifically, the proposal specifically would: 

• Add an exemption from CPO registration for certain SEC RIAs who limit commodity pool investment to QEPs and meet other conditions discussed in the proposal – most notably, they must be Form PF filers;
• Add a related registration exemption for CTAs; and
• Increase the capital contribution threshold in the current CPO registration exemption for small commodity pools, also known as the small pool exemption, to account for inflation. 

These proposed changes reflect a policy judgment that qualifying firms can receive relief without sacrificing transparency because their Form PF filing requirement keeps them within a reporting regime that can be used to monitor risk. The proposal would formally codify relief already extended informally through CFTC Staff Letter 25-50 last year (and amended by CFTC Staff Letter 26-06), which also lacked relief for those exempt from SEC registration and Form PF filings.

For RIAs already navigating SEC registration and Form PF compliance, this proposal offers a meaningful reduction in overlapping regulatory obligations. However, by making Form PF the gatekeeper to this exemptive relief, the CPO/CTA registration burden remains for those who otherwise would have qualified if the former, QEP-focused exemption was restored instead.

Comments on this proposal will be due October 5, 2026.

Members should contact Jennifer Wood ([email protected]) with any questions or comments on this proposal.

• 

  Jennifer Wood

  Managing Director, Global Head of Asset Management Regulation & Sound Practices