CFTC Proposes Registration Relief for Private Fund Advisers
A proposed rule would create a new registration exemption for certain SEC-registered investment advisers that operate commodity pools offered to qualified eligible persons, formalizing and altering existing no-action relief.
The US Commodity Futures Trading Commission (CFTC) has issued a notice of proposed rulemaking to establish a new exemption from registration for commodity pool operators (CPOs). The relief would apply to investment advisers registered with the SEC who operate certain commodity pools offered to sophisticated investors, known as qualified eligible persons (QEPs).
Sophisticated counsel care because the proposal, which would create a new CFTC Rule 4.13(a)(4), offers a more durable and predictable alternative to the existing de minimis exemption, as it is not conditioned on the amount of the pool's commodity interest trading. The rule would largely codify widely used no-action relief issued by CFTC staff in late 2025 and early 2026, but with key differences. The proposal alters the definition of eligible investors, modifies Form PF filing requirements, and would generally reinstate a requirement for CPOs to offer redemptions when converting a registered pool to exempt status. The proposed rule would also expand related relief for commodity trading advisors (CTAs). Comments on the proposal are due by October 5, 2026. Private fund managers currently relying on the no-action letters should evaluate the proposed changes.