CFTC proposes new exemptions for advisers and small pools

The CFTC has proposed a new Part 4 exemption for some SEC-registered investment advisers, a related trading-adviser exemption and a higher ceiling for small pools. None of the changes is yet in force.

The CFTC press release, dated 18 August 2026, announces a notice of proposed rulemaking. The accompanying proposed rule sets conditions covering the adviser, pool, offering method, participants and, where applicable, Form PF reporting. Comments must be received 45 days after publication in the Federal Register.

The proposed CPO exemption is pool-specific

Proposed Regulation 4.13(a)(4) would exempt an SEC-registered investment adviser from commodity pool operator registration for each pool satisfying the proposed conditions. SEC registration would therefore be necessary, but not sufficient.

Interests in an eligible pool would have to be exempt from Securities Act registration. The pool generally could not be marketed to the public in the US, although the proposal preserves an exception for an offering under Securities Act Rule 506(c).

The participant test would distinguish between individuals and entities. An individual participant would have to fall within the specified category of qualified eligible persons under Regulation 4.7(a)(6)(i). An entity could qualify as a QEP or as one of the accredited-investor categories identified in the proposed text. The operator would need a reasonable belief that the test was met when the participant invested or when an existing pool converted to the proposed exempt status.

An RIA-CPO would also have to file Form PF for the pool if Form PF or related securities rules required that filing. The proposal would not require Form PF for every eligible pool; it makes compliance with an independently applicable filing requirement a condition of the CFTC exemption.

Claiming the exemption would create an evidence trail. The proposal would restore paragraph (a)(4) to the NFA notice system and apply the existing Regulation 4.13 framework, including representations about statutory disqualifications, annual confirmation of continued reliance, updates to keep the notice accurate and complete and recordkeeping under Regulation 4.13(c).

The linked CTA route does different work

The CFTC separately proposes to restore the Regulation 4.14(a)(8) cross-reference to paragraph 4.13(a)(4). The change would extend the related CTA exemption to an investment adviser whose commodity-interest advice was directed to a CPO claiming the proposed exemption for eligible pools.

The two routes should not be treated as one conclusion. The CPO analysis asks whether a particular operator and pool satisfy Regulation 4.13(a)(4). The CTA analysis asks whether the advisory relationship fits Regulation 4.14(a)(8). A group performing both functions would need to map each role to its own provision and supporting facts.

The proposal would move relief now contained in Market Participants Division Letter 25-50 into Commission rules. If the amendments became final, the CFTC preliminarily intended them to supersede the relevant no-action positions. Letter 25-50 remains available unless the Commission adopts superseding regulations or publicly decides not to proceed.

The transition contains a specific open question. Regulation 4.13(e)(2) gives participants in certain pools moving from registered to exempt status notice, an opportunity to redeem and continuing-transparency protections. The CFTC is considering a separate effective date for applying that provision to pools under the proposed exemption, partly because of Letter 25-50 reliance.

The small-pool ceiling would double, but the perimeter would not

For the separate small-pool exemption in Regulation 4.13(a)(2), the CFTC proposes to raise the aggregate gross-capital-contributions ceiling from $400,000 to $800,000. It describes the increase as an inflation adjustment to a figure last revised in 2003.

The proposal would leave the other central boundaries in place. A pool would still be limited to 15 participants and the existing exclusions for specified contributions would continue to apply. Operators should therefore treat $800,000 as one part of the test: the participant limit and calculation rules would remain part of the exemption.

The next formal test is the comment process. The deadline is 45 days after Federal Register publication, and comments may address the exemption conditions, the treatment of Letter 25-50 pools and the proposed small-pool figure. Until a final rule takes effect, registration and exemption decisions must rest on the current Part 4 framework and available no-action relief, not on the proposed $800,000 ceiling or RIA-CPO exemption.