On August 18, 2026, the Commodity Futures Trading Commission (“CFTC”) approved a notice of proposed rulemaking. The notice seeks comment on amendments to the registration framework applicable to commodity pool operators (“CPOs”) and commodity trading advisers (“CTAs”). The proposal would provide an exemption for certain SEC-registered investment advisers from registering as CPOs and CTAs, and increase the capital contribution threshold for the small pool exemption.
The proposal would create a new CPO registration exemption under CFTC Rule 4.13 for SEC-registered investment advisers operating commodity pools that are limited to sophisticated investors. In order to qualify, the pool interests must be privately offered, participants must meet qualified eligible person or accredited investor criteria, and the adviser must file Form PF if required. This exemption would codify, with modifications, the no-action relief granted in CFTC Letter 25-50 (see our Legal Update). Effectively, this would restore a version of an exemption the CFTC rescinded in 2012.
The proposal would provide an exemption that could be claimed by each eligible pool subject to meeting the following conditions: the person claiming the exemption is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended; the pool interests are exempt from registration under the Securities Act of 1933, as amended and are offered and sold without general solicitation except that this public marketing restriction would not apply to a pool also offered in compliance with Rule 506(c); the person reasonably believes, at the time of investment, or, for an existing pool, when the pool converts to exempt status, that each participant is an eligible participant, and the person files Form PF for the pool if applicable.
Eligible participants include certain natural persons and non-natural persons. Natural persons are limited to qualified eligible persons (“QEPs”) identified in Rule 4.7(a)(6). Non-natural persons include QEPs under Rule 4.7(a)(6), including institutional accredited investors. This is a narrower set of persons. The CFTC also proposed expanding the existing CTA registration exemption under CFTC Rule 4.14(a)(8) (“Exemption from registration as a commodity trading advisor”) to cover investment advisers whose commodity interest trading advice is directed solely to CPOs claiming the new exemption. Finally, the proposal would amend the small pool exemption to increase the total gross capital contributions threshold from $400,000 to $800,000 to account for inflation since 2003. The existing 15-participant-per-pool limit would remain unchanged.
The CFTC proposed conforming amendments to restore electronic-notice-filing references and extend redemption-right and disclosure requirements to pools transitioning under the new exemption. Comments are due 45 days after publication in the Federal Register.