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ACA Compliance Webinar

Significant Changes to CFTC Regulations Impacting Private Fund Managers

21 February 2012
Presenters: Cary J. Meer

On February 8, 2012, the CFTC adopted final rules and rule amendments that will have a significant impact on private fund managers, including funds-of-funds, currently exempt from CPO and CTA registration. Most significantly, the CFTC is eliminating the Rule 4.13(a)(4) exemption from registration as a CPO. Existing CPOs that rely on Rule 4.13(a)(4) must register with the CFTC and become members of the National Futures Association (“NFA”) by December 31, 2012, unless another exemption is available to them, such as the Rule 4.13(a)(3) exemption. Rule 4.13(a)(3) exempts CPOs operating pools that trade a de minimis amount of futures, options on futures, retail forex transactions, security futures products, and swaps, and offer pool interests generally only to accredited investors and non-United States persons in a transaction exempt from Securities Act of 1933 registration. Compliance may be required earlier than December 31, 2012 if a CPO wishes to launch a new fund after the changes become effective. Exempt CPOs can confirm the exemptions upon which they currently rely here.

All CPOs will face enhanced filing requirements as a result of the new rules and rule amendments. Most notably, Rule 4.27 will require certain CPOs to, at a minimum, make electronic filings with the NFA with respect to the pools they operate, including their assets under management, service providers, performance returns, and subscriptions and redemptions. Mid-sized and large CPOs (as defined by the CFTC) will provide even more information on the pools they operate to the extent that such information is not already included on their Form PF submissions to be filed with the Securities and Exchange Commission. 

On February 21, K&L Gates held a comprehensive webinar about how these new regulatory developments will impact many private fund managers. Our panelists discussed and answered questions on the following topics, among others:

  • Impact of the rescission of the Rule 4.13(a)(4) exemption;
  • Calculation of the five percent “de minimis exemption” and the alternative net notional test for purposes of Rule 4.13(a)(3);
  • Filing of Forms CPO-PQR and CTA-PR;
  • Registration of non-U.S. based CPOs and possible future exemptive relief;
  • Filing annual notices of exemption for exempt CPOs and CTAs; and
  • Planning for CFTC registration and NFA membership.


  • Scott Brindley, Principal Consultant, ACA Compliance Group
  • Cary J. Meer, Partner, K&L Gates

To access a recording of the webinar, click here.

To download a PDF of the presentation, click here.