Key Takeaways
- • CFTC staff issued no-action relief on December 19, 2025, to SEC-registered investment advisers operating private commodity pools, effectively reinstating CFTC Regulation 4.13(a)(4) exemption without de minimis trading thresholds.
- • Relief applies exclusively to privately offered funds restricted to qualified eligible persons (QEPs), typically corresponding to Section 3(c)(7) funds under the Investment Company Act of 1940.
- • Advisers relying on the relief must file notice with CFTC staff and report pools on SEC Form PF; CPOs may voluntarily deregister as commodity pool operators and withdraw CTA registration without providing recission rights.
- • The no-action position eliminates overlapping SEC-CFTC regulation for fund managers currently registered with CFTC solely due to derivatives-heavy private fund operations.
Summary
On December 19, 2025, the Commodity Futures Trading Commission's Market Participants Division issued no-action relief to commodity pool operators registered with the Securities and Exchange Commission as investment advisers, providing regulatory relief for managers of certain private commodity pools. The relief reinstates protections previously offered under CFTC Regulation 4.13(a)(4), which had expired, allowing qualified investment advisers to operate commodity pools without certain CFTC registration requirements that traditionally governed commodity pool operations.
The relief is narrowly tailored, available only to SEC-registered investment advisers and only with respect to privately offered commodity pools that restrict participation to qualified eligible persons. Pools relying on this relief typically correspond to private funds under Section 3(c)(7) of the Investment Company Act of 1940, which limit investors to sophisticated, high-net-worth participants. Unlike the alternative CFTC Regulation 4.13(a)(3) exemption relied upon by many private fund managers, the new relief does not impose de minimis commodity derivatives trading thresholds, offering broader operational flexibility for managers whose strategies make substantial use of derivatives.
To access the relief, investment advisers must satisfy specific compliance conditions: they must ensure their pools are reported on the SEC's Form PF and must file a notice with CFTC staff documenting reliance on the no-action position. Advisers that meet these conditions may voluntarily deregister as commodity pool operators or withdraw from registration as commodity trading advisors (CTAs) with respect to the qualifying pools, and are excused from providing recission rights to pool investors upon deregistration. This represents material administrative relief for fund managers currently maintaining dual registrations with both regulators solely to operate derivatives-heavy private funds. The CFTC staff's action directly addresses regulatory overlap that previously required investment advisers to maintain commodity registration even when their private fund investor base was fully qualified and their commodity derivatives activity was integral to fund strategy.
The relief is narrowly tailored, available only to SEC-registered investment advisers and only with respect to privately offered commodity pools that restrict participation to qualified eligible persons. Pools relying on this relief typically correspond to private funds under Section 3(c)(7) of the Investment Company Act of 1940, which limit investors to sophisticated, high-net-worth participants. Unlike the alternative CFTC Regulation 4.13(a)(3) exemption relied upon by many private fund managers, the new relief does not impose de minimis commodity derivatives trading thresholds, offering broader operational flexibility for managers whose strategies make substantial use of derivatives.
To access the relief, investment advisers must satisfy specific compliance conditions: they must ensure their pools are reported on the SEC's Form PF and must file a notice with CFTC staff documenting reliance on the no-action position. Advisers that meet these conditions may voluntarily deregister as commodity pool operators or withdraw from registration as commodity trading advisors (CTAs) with respect to the qualifying pools, and are excused from providing recission rights to pool investors upon deregistration. This represents material administrative relief for fund managers currently maintaining dual registrations with both regulators solely to operate derivatives-heavy private funds. The CFTC staff's action directly addresses regulatory overlap that previously required investment advisers to maintain commodity registration even when their private fund investor base was fully qualified and their commodity derivatives activity was integral to fund strategy.
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