CFTC Revives Rule 4.13(a)(4): RIAs Could Drop CPO Registration

The CFTC Is Resurrecting the Exact Rule It Killed in 2012

The Commodity Futures Trading Commission voted on August 18, 2026, to propose a new registration exemption that would let many SEC-registered investment advisers stop registering as commodity pool operators altogether. The Notice of Proposed Rulemaking was published in the Federal Register on August 21, 2026, at 91 Fed. Reg. 54,264, under docket 2026-17079, with a comment deadline of October 5, 2026.

Here is the detail buried in the mechanics. The new exemption would be codified at 17 C.F.R. § 4.13(a)(4) — the exact rule number the CFTC rescinded on February 9, 2012. The agency is not creating a new provision. It is reviving a dead one, reopening a door it slammed shut fourteen years ago in the post-crisis registration wave.

If you run a private fund adviser that trades futures, options, or swaps as part of your strategy, this is one of the most consequential CFTC proposals for your compliance budget in years. Here is what happened, why it matters, and what to decide before the comment window closes.

What the RIA-QEP Exemption Actually Does

The core of the Proposal is a new CPO registration exemption for SEC-registered investment advisers whose commodity pools are limited to sophisticated investors. In CFTC language, those investors are qualified eligible persons, or QEPs.

The scope of the relief

• The exemption sits at new 17 C.F.R. § 4.13(a)(4). An RIA operating a privately offered pool restricted to QEPs would not need to register as a CPO at all, eliminating a second regulator layered on top of SEC oversight.
• The CTA side is fixed in parallel. The Proposal amends 17 C.F.R. § 4.14(a)(8)(i)(D) to restore a cross-reference to the new § 4.13(a)(4), so an adviser can claim a matching commodity trading advisor exemption for advising the same pools.
• The theme is duplication, not deregulation. The stated rationale is to remove overlapping registration for advisers the SEC already supervises, not to loosen investor protection for retail participants.

The practical effect is straightforward. An adviser that today maintains dual SEC and CFTC registration, files under the National Futures Association, and carries the compliance overhead of both regimes could operate its QEP-only futures and swaps strategies under a single primary regulator. That is a material reduction in fixed compliance cost for firms whose derivatives exposure is incidental to a broader strategy.

This Codifies Relief That Already Exists on Paper

The Proposal did not appear from nowhere. It formalizes interim relief the CFTC staff already granted twice.

On December 19, 2025, the CFTC's Market Participants Division issued No-Action Letter 25-50, granting interim CPO and CTA registration relief to SEC-registered advisers operating privately offered pools limited to QEPs. The letter responded to a request from the Managed Funds Association. Two months later, on February 26, 2026, the division issued No-Action Letter 26-06, amending and reissuing that relief to cover CPO delegation arrangements — confirming that a CPO deregistering under the earlier letter could still serve as a Designated CPO for other pools.

Why the distinction between a no-action letter and a rule matters

Many firms treat staff no-action relief as equivalent to a rule. It is not.

• A no-action letter is staff discretion. It can be withdrawn, and it binds only the requesting party and those who meet its precise conditions.
• A codified rule is durable. Once § 4.13(a)(4) is adopted, the exemption becomes a regulation any qualifying adviser may claim, without engineering their facts to fit a letter written for the MFA.

The CFTC press release, No. 9284-26, quotes Chairman Michael S. Selig framing the Proposal as reducing duplicative regulation. The message is that the agency intends to make the interim relief permanent rather than let it live indefinitely in staff letters.

The Small-Pool Threshold Doubles for the First Time Since 2003

The Proposal carries a second, separate change that matters to smaller managers and emerging fund sponsors.

Regulation 4.13(a)(2) exempts operators of very small commodity pools from CPO registration. The current cap on total gross capital contributions across all a person's pools is $400,000, last adjusted in 2003 when it doubled from $200,000. The Proposal would raise that ceiling to $800,000 to reflect inflation, while leaving the 15-participant limit unchanged.

The point is not the dollar figure. It is the twenty-three-year gap. A threshold frozen since 2003 has quietly pushed small, early-stage vehicles into full registration simply because nominal capital grew with inflation. Doubling the cap restores headroom for genuinely small pools to operate without a CPO registration they were never meant to carry.

If you are launching a small managed vehicle or a proof-of-concept strategy, this expanded exemption may keep you out of the registration regime entirely during your formative years. That is a real difference in launch cost and time to market.

What Your Firm Should Decide Before October 5

This is a proposal, not final law. The relief is not effective, and the no-action letters remain the operative authority until a final rule is adopted. Treat the comment window as a planning trigger, not a green light to deregister.

Decisions to make now

1. Confirm whether your pools are QEP-only. The new § 4.13(a)(4) turns entirely on limiting participants to qualified eligible persons. If any pool admits non-QEPs, the exemption does not reach it. Map your investor base before you plan around the rule.
2. Assess whether you are relying on Letter 25-50 or 26-06 today. If you already deregistered under the interim relief, verify that your delegation and Designated CPO arrangements match the conditions in No-Action Letter 26-06.
3. Model the compliance savings, and the trade-offs. Dropping CPO registration removes NFA membership and CFTC-specific filings, but you remain fully subject to SEC oversight. Direct the analysis toward what actually changes in your program.
4. Decide whether to comment. Comments are due October 5, 2026. If the QEP condition, the delegation mechanics, or the small-pool threshold create edge cases for your structure, the comment period is the moment to raise them.

Firms with existing dual registration should have their fund documents, delegation agreements, and exemption filings reviewed against the proposed § 4.13(a)(4) conditions before restructuring anything. Experienced RIA counsel can map which of your pools qualify and sequence any deregistration correctly.