Key Takeaways
- • The CFTC proposed on August 18, 2026 to restore, in modified form, an exemption from commodity pool operator (CPO) registration for SEC-registered investment advisers, with corresponding relief from commodity trading advisor (CTA) registration.
- • Comments on the proposal are due October 5, 2026.
- • The proposed Rule 4.13(a)(4) would require the CPO to be SEC-registered, the pool to be privately offered (Rule 506(c) permitted), participants to be "eligible participants," and Form PF filing only where otherwise required.
- • The proposal would codify CFTC staff no-action relief (Letter 25-50, issued December 2025; Letter 26-06, February 2026) by rule, giving greater certainty than staff positions that can be withdrawn.
- • The rule is most relevant to SEC-registered private fund advisers using derivatives, and to digital asset funds trading futures, swaps, or perpetuals; conventional venture capital funds generally would see little practical effect.
Summary
On August 18, 2026, the Commodity Futures Trading Commission (CFTC) proposed to restore, in modified form, an exemption from commodity pool operator (CPO) registration for certain investment advisers registered with the Securities and Exchange Commission (SEC), together with a related exemption from commodity trading advisor (CTA) registration under CFTC Rule 4.14(a)(8). SEC-registered advisers have relied on similar CFTC staff no-action relief since December 2025, and the proposal would place that relief on a more durable footing by integrating it into the CFTC's exemption framework. Comments are due by October 5, 2026, according to multiple law firm and industry summaries, including Cooley LLP and TheFundLawyer.
The proposed Rule 4.13(a)(4) would permit an SEC-registered CPO to claim an exemption for a privately offered pool that meets four principal conditions: the CPO must be SEC-registered (state-registered advisers and exempt reporting advisers do not qualify); interests must be exempt from Securities Act registration and not marketed to the public, with Rule 506(c) offerings expressly permitted; participants must be "eligible participants"; and Form PF must be filed only where otherwise required. The participant standard is narrower than the current no-action position for individuals, who must fall within specified qualified eligible person categories that do not depend on the portfolio requirement, such as qualified purchasers and knowledgeable employees. For entities, the proposal is broader, adding Rule 501(a) accredited investor pathways.
Filing obligations would include an electronic notice to the National Futures Association for each pool, an annual affirmation, and disclosure of exempt status in offering documents. The exemption is available on a pool-by-pool basis. On the CTA side, the proposal would restore the cross-reference in Rule 4.14(a)(8)(i)(D), subject to the existing conditions that advice be solely incidental to the adviser's investment advisory business and that the adviser not hold itself out as a CTA.
According to commentary from The Fund Lawyer, the proposal is most relevant to private equity, credit, and hybrid funds using derivatives for hedging or speculation, and to digital asset funds trading futures, swaps, or perpetuals. Venture capital funds investing solely in conventional equity and equity-linked securities generally are not commodity pools and would see little effect. The CFTC has indicated it does not intend to require pools already relying on Letter 25-50 to offer new redemption rights solely because a final rule supersedes the letter, and it is considering a later effective date for the conforming amendment.
The proposed Rule 4.13(a)(4) would permit an SEC-registered CPO to claim an exemption for a privately offered pool that meets four principal conditions: the CPO must be SEC-registered (state-registered advisers and exempt reporting advisers do not qualify); interests must be exempt from Securities Act registration and not marketed to the public, with Rule 506(c) offerings expressly permitted; participants must be "eligible participants"; and Form PF must be filed only where otherwise required. The participant standard is narrower than the current no-action position for individuals, who must fall within specified qualified eligible person categories that do not depend on the portfolio requirement, such as qualified purchasers and knowledgeable employees. For entities, the proposal is broader, adding Rule 501(a) accredited investor pathways.
Filing obligations would include an electronic notice to the National Futures Association for each pool, an annual affirmation, and disclosure of exempt status in offering documents. The exemption is available on a pool-by-pool basis. On the CTA side, the proposal would restore the cross-reference in Rule 4.14(a)(8)(i)(D), subject to the existing conditions that advice be solely incidental to the adviser's investment advisory business and that the adviser not hold itself out as a CTA.
According to commentary from The Fund Lawyer, the proposal is most relevant to private equity, credit, and hybrid funds using derivatives for hedging or speculation, and to digital asset funds trading futures, swaps, or perpetuals. Venture capital funds investing solely in conventional equity and equity-linked securities generally are not commodity pools and would see little effect. The CFTC has indicated it does not intend to require pools already relying on Letter 25-50 to offer new redemption rights solely because a final rule supersedes the letter, and it is considering a later effective date for the conforming amendment.
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