Commodity Futures Trading Commission 

 Office of Public Affairs 

 Three Lafayette Centre 

 1155 21st Street, NW 

 Washington, DC 20581 

 www.cftc.gov

Proposed Rules on Reporting by Investment Advisers to Private Funds and 

Certain Commodity Pool Operators and Commodity Trading Advisors; and 

Amendments to Compliance Obligations of Commodity Pool Operators and 

Commodity Trading Advisors 

The Commodity Futures Trading Commission (Commission or CFTC) is proposing rules to specify the reporting 

requirements applicable to advisers to private funds that are registered with the Securities and Exchange 

Commission (SEC) as investment advisers and with the CFTC as commodity pool operators (CPOs) or commodity 

trading advisors (CTAs). This is a joint rulemaking with the SEC. The CFTC is separately proposing amendments 

to the compliance obligations of CPOs and CTAs that include a requirement for CPOs and CTAs that are 

registered solely with the CFTC to file similar reports, as well as several other changes. 

Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) 

Section 404 of the Dodd-Frank Act directs the SEC to require private fund advisers to maintain records and file 

reports containing such information as the SEC deems necessary and appropriate in the public interest and for 

investor protection or for the assessment of systemic risk. Section 406 requires that the SEC and CFTC jointly 

issue rules, after consultation with the Financial Stability Oversight Council (FSOC), establishing the form and 

content of reports required to be filed by investment advisers registered with both Commissions. 

Form and Content of Required Reports by Dual Registrants 

The proposed SEC rule would require investment advisers registered with the SEC that advise one or more private 

funds to file Form PF with the SEC. The proposed CFTC rule would require CPOs and CTAs registered with both 

the CFTC and SEC to satisfy certain proposed CFTC filing requirements by filing Form PF with the SEC. Reports 

must include a description of certain information about private funds, such as the amount of assets under 

management, use of leverage, counterparty credit risk exposure, and trading and investment positions for each 

private fund advised by the adviser. 

Dual registrants with assets under management less than $1 billion would be required to file Section 1 of Form PF 

on an annual basis. Dual registrants with assets under management equal to or exceeding $1 billion would be 

required to file Sections 1 and 2 of Form PF on a quarterly basis. 

Only Sections 1 and 2 of Form PF are being proposed jointly as these are the sections relevant to dual registrants.

Proposed Reporting for CPOs and CTAs that are not Dual Registrants 

The Commission is proposing new reporting requirements for CPOs and CTAs that are consistent with the 

reporting required of dual registrants under the Dodd-Frank Act and as proposed in Form PF. Proposed Forms 

CPO-PQR and CTA-PR are substantively identical to Form PF with appropriate modifications. The amount of 

information that a CPO or CTA will be required to disclose on the proposed forms and the frequency of reporting 

will vary depending on both the size of the operator or advisor and that of the advised pools. This tiered approach 

Commodity Futures Trading Commission ♦ Office of Public Affairs ♦ 202-418-5080 
Commodity Futures Trading Commission ♦ Office of Public Affairs ♦ 202-418-5080 

acknowledges the fact that smaller operators, advisors, and pools are less likely to present significant risk to the 

stability of the futures and derivatives markets, and therefore, such entities should have a lesser compliance burden. 

The Commission is proposing that the new forms be filed with National Futures Association, similar to other filings 

that CPOs and CTAs make pursuant to Commission regulations. The Commission is also proposing to amend 

Regulation 145.5 to treat certain proprietary information collected in proposed Forms CPO-PQR and CTA-PR as 

nonpublic records. 

Other Changes to CPO and CTA Compliance Obligations 

Following the recent economic turmoil, and consistent with the tenor of the provisions of the Dodd-Frank Act, the 

Commission has reconsidered the level of regulation that it believes is appropriate with respect to entities 

participating in the commodity futures and derivatives markets. The Commission believes that it is necessary to 

rescind or modify several of its exemptions and exclusions to more effectively oversee its market participants and 

manage the risks that such participants pose to the markets. Specifically, the Commission is proposing to: 

• Reinstate trading criteria for registered investments companies claiming exclusion from the CPO definition 

under Regulation 4.5; 

• Rescind the exemption from CPO registration under Regulations 4.13(a)(3) and (4); 

• Revise Regulation 4.7 so that CPOs may no longer claim exemption from the requirement that an exempt 

pool’s annual report contain certified financial statements; 

• Modify the participant qualification criteria of Regulation 4.7 to incorporate the SEC’s accredited investor 

standard by reference rather than by direct inclusion of its terms; 

• Require all persons claiming exemptive or exclusionary relief under Regulations 4.5, 4.13, and 4.14 to 

confirm their notice of claim of exemption or exclusion on an annual basis; and 

• Amend the risk disclosure statement that must be included in CPO and CTA disclosure documents to 

describe certain risks specific to swaps transactions.