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 The previous 4.13(a)(4) exemption, rescinded in 2012, had been open to any qualifying fund manager that limited commodity pool investment to sophisticated investors (“qualified eligible persons” or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.

AIMA's response

On October 5, 2026, AIMA submitted a comment letter 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, though not all as currently proposed.

As you may recall from prior summaries, the proposal would formally codify relief already extended informally through CFTC Staff Letter 25-50 last year. Notably, that relief – and therefore this proposed relief – is contingent on being a Form PF filer, thereby excluding those exempt from SEC registration such as Exempt Reporting Advisers (“ERAs”) and foreign private advisers.

AIMA strongly supports the CFTC’s efforts to reduce unnecessary regulation.  The AIMA comment letter makes the following recommendations, with suggested changes, for the CFTC’s final rulemaking:

• Provide a limited waiver of redemption rights with respect to existing pools;
• Apply a uniform definition of “qualified eligible person”;
• Remove the section 8a(2) Statutory Disqualification condition from Regulation 4.13 or provide a means for exempt CPOs to “discharge” such an event without seeking individualized exemptive relief from the CFTC or registering as a CPO;
• Extend eligibility to ERAs and foreign private advisers.

AIMA also has suggested some helpful clarifications in relation to other CFTC relief, such as treatment of delegation arrangements and preserving Funds-of-funds’ reliance on CFTC Letter 12-38 when CPOs of underlying funds convert to Regulation 4.13(a)(4).  

The comment letter also included recommendations related to other CFTC regulations that should be revisited to give the full intended effect to the proposed changes.

For RIAs already navigating SEC registration and Form PF compliance, this proposal offers a meaningful reduction in overlapping regulatory obligations and we strongly support the CFTC’s efforts in this regard. We will update you as developments occur, including the outcome of final rulemaking.

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

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  Jennifer Wood

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