1

COMMODITY FUTURES TRADING COMMISSION

17 CFR Parts 4, 145, and 147

RIN 3038-AD30

Commodity Pool Operators and Commodity Trading Advisors: Amendments to Compliance 

Obligations

AGENCY: Commodity Futures Trading Commission.

ACTION: Final Rules.

SUMMARY: The Commodity Futures Trading Commission is adopting amendments to its 

existing part 4 regulations and promulgating one new regulation regarding Commodity Pool 

Operators and Commodity Trading Advisors. The Commission is also adopting new data 

collections for CPOs and CTAs that are consistent with a data collection required under the DoddFrank Act for entities registered with both the Commission and the Securities and Exchange 

Commission. The adopted amendments to part 4 will: rescind the exemption from registration 

provided in § 4.13(a)(4); rescind relief from the certification requirement for annual reports 

provided to operators of certain pools offered only to qualified eligible persons (“QEPs”) under § 

4.7(b)(3); modify the criteria for claiming relief under § 4.5; and require the annual filing of 

notices claiming exemptive relief under several sections of the Commission’s regulations. Finally, 

the adopted amendments include new risk disclosure requirements for CPOs and CTAs regarding 

swap transactions. 

DATES: All rules will become effective on [INSERT DATE 60 DAYS FROM PUBLICATION 

IN THE FEDERAL REGISTER], except for the amendments to § 4.27, which shall become 

effective on July 2, 2012. Compliance with § 4.27 shall be required by not later than September 

15, 2012 for a CPO having at least $5 billion in assets under management, and by not later than 
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December 14, 2012 for all other registered CPOs and all CTAs. Compliance with § 4.5 for 

registration purposes only shall be required not later than the later of December 31, 2012 or 60 

days after the effective date of the final rulemaking further defining the term “swap,” which the 

Commission will publish in the Federal Register at a future date. Entities required to register due 

to the amendments to § 4.5 shall be subject to the Commission’s recordkeeping, reporting, and 

disclosure requirements pursuant to part 4 of the Commission’s regulations within 60 days 

following the effectiveness of a final rule implementing the Commission’s proposed harmonization 

effort pursuant to the concurrent proposed rulemaking. CPOs claiming exemption under § 

4.13(a)(4) shall be required to comply with the rescission of § 4.13(a)(4) by December 31, 2012; 

however, compliance shall be required for all other CPOs on [INSERT DATE 60 DAYS FROM 

PUBLICATION IN THE FEDERAL REGISTER]. Compliance with all other amendments, not 

otherwise specified above, shall be required by December 31, 2012.

FOR FURTHER INFORMATION CONTACT: Kevin P. Walek, Assistant Director, 

Telephone: (202) 418-5463, E-mail: kwalek@cftc.gov, or Amanda Lesher Olear, Special Counsel, 

Telephone: (202) 418-5283, E-mail: aolear@cftc.gov, Michael Ehrstein, Attorney-Advisor, 

Telephone: 202-418-5957, E-mail: mehrstein@cftc.gov, Division of Swap Dealer and 

Intermediary Oversight, Commodity Futures Trading Commission, Three Lafayette Centre, 1155 

21st Street, N.W., Washington, DC 20581.

SUPPLEMENTARY INFORMATION:

I. Background on the Proposal to Amend the Registration and Compliance Obligations 

for CPOs and CTAs

A. Statutory and Regulatory Background
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On July 21, 2010, President Obama signed the Dodd-Frank Wall Street Reform and 

Consumer Protection Act (“Dodd-Frank Act”).

1

 The legislation was enacted to reduce risk, 

increase transparency, and promote market integrity within the financial system by, inter alia,

enhancing the Commodity Futures Trading Commission’s (the “Commission” or “CFTC”) 

rulemaking and enforcement authorities with respect to all registered entities and intermediaries 

subject to the Commission’s oversight.

The preamble of the Dodd-Frank Act explicitly states that the purpose of the legislation is:

To promote the financial stability of the United States by improving 

accountability and transparency in the financial system, to end ‘too 

big to fail’, to protect the American taxpayer by ending bailouts, to 

protect consumers from abusive financial services practices, and for 

other purposes.2

Pursuant to this stated objective, the Dodd-Frank Act has expanded the scope of federal financial 

regulation to include instruments such as swaps, enhanced the rulemaking authorities of existing 

federal financial regulatory agencies including the Commission and the Securities and Exchange 

Commission (“SEC”), and created new financial regulatory entities.

In addition to the expansion of the Commission’s jurisdiction to include swaps under Title 

VII of the Dodd-Frank Act, Title I of the Dodd-Frank Act created the Financial Stability Oversight 

Council (“FSOC”).3 The FSOC is composed of the leaders of various state and federal financial 

regulators and is charged with identifying risks to the financial stability of the United States, 

promoting market discipline, and responding to emerging threats to the stability of the country’s 

 

1

See Dodd-Frank Wall Street Reform and Consumer Protection Act, Pub. L. 111-203, 124 Stat. 1376 (2010). The text 

of the Dodd-Frank Act may be accessed at http://www.cftc.gov/LawRegulation/OTCDERIVATIVES/index.htm.

2

Id.

3

See section 111 of the Dodd-Frank Act.
4

financial system.4 The Dodd-Frank Act anticipates that the FSOC will be supported in these 

responsibilities by the federal financial regulatory agencies.5 The Commission is among those 

agencies that could be asked to provide information necessary for the FSOC to perform its 

statutorily mandated duties.6

Title IV of the Dodd-Frank Act requires advisers to large private funds7to register with the 

SEC.8 Through this registration requirement, Congress sought to make available to the SEC 

“information regarding [the] size, strategies and positions” of large private funds, which Congress 

believed “could be crucial to regulatory attempts to deal with a future crisis.”9 In section 404 of 

the Dodd-Frank Act, Congress amended section 204(b) of the Investment Advisers Act to direct 

the SEC to require private fund advisers registered solely with the SEC10 to file reports containing 

such information as is deemed necessary and appropriate in the public interest and for investor 

 

4

See section 112(a)(1)(A) of the Dodd-Frank Act.

5

See sections 112(a)(2)(A) and 112(d)(1) of the Dodd-Frank Act.

6

See section 112(d)(1) of the Dodd-Frank Act.

7

Section 202(a)(29) of the Investment Advisers Act of 1940 (“Investment Advisers Act”) defines the term “private 

fund” as “an issuer that would be an investment company, as defined in section 3 of the Investment Company Act of 

1940 (15 U.S.C. 80a-3), but for section 3(c)(1) or 3(c)(7) of that Act.” 15 U.S.C. 80a-3(c)(1), 80a-3(c)(7). Section 

3(c)(1) of the Investment Company Act provides an exclusion from the definition of “investment company” for any 

“issuer whose outstanding securities (other than short term paper) are beneficially owned by not more than one 

hundred persons and which is not making and does not presently propose to make a public offering of its securities.” 

15 U.S.C. 80a-3(c)(1). Section 3(c)(7) of the Investment Company Act provides an exclusion from the definition of 

“investment company” for any “issuer, the outstanding securities of which are owned exclusively by persons who, at 

the time of acquisition of such securities, are qualified purchasers, and which is not making and does not at that time 

propose to make a public offering of such securities.” 15 U.S.C. 80a-3(c)(7). The term “qualified purchaser” is 

defined in section 2(a)(51) of the Investment Company Act. See 15 U.S.C. 80a-2(a)(51).

8 The Dodd-Frank Act requires private fund adviser registration by amending section 203(b)(3) of the Advisers Act to 

repeal the exemption from registration for any adviser that during the course of the preceding 12 months had fewer 

than 15 clients and neither held itself out to the public as an investment adviser nor advised any registered investment 

company or business development company. See section 403 of the Dodd-Frank Act. There are exemptions from this 

registration requirement for advisers to venture capital funds and advisers to private funds with less than $150 million 

in assets under management in the United States. There also is an exemption for foreign advisers with less than $25 

million in assets under management from the United States and fewer than 15 U.S. clients and private fund investors. 

See sections 402, 407 and 408 of the Dodd-Frank Act. 

9

See S. CONF. REP. NO. 111-176, at 38 (2010).

10 In this release, the term “private fund adviser” means any investment adviser that is (i) registered or required to be 

registered with the SEC (including any investment adviser that is also registered or required to be registered with the 

CFTC as a CPO or CTA) and (ii) advises one or more private funds (including any commodity pools that satisfy the 

definition of “private fund”).
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protection or for the assessment of systemic risk. These reports and records must include a 

description of certain prescribed information, 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.11 Section 406 of the Dodd-Frank Act also requires that the 

rules establishing the form and content of reports filed by private fund advisers that are dually 

registered with the SEC and the CFTC be issued jointly by both agencies after consultation with 

the FSOC.12 

The Commodity Exchange Act (“CEA”)13 authorizes the Commission to register 

Commodity Pool Operators (“CPOs”) and Commodity Trading Advisors (“CTAs”),14 exclude any 

entity from registration as a CPO or CTA,15 and require “[e]very commodity trading advisor and 

commodity pool operator registered under [the CEA to] maintain books and records and file such 

reports in such form and manner as may be prescribed by the Commission.”16 The Commission 

also has the authority to include within or exclude from the definitions of “commodity pool,” 

“commodity pool operator,” and “commodity trading advisor” any entity “if the Commission 

determines that the rule or regulation will effectuate the purposes of the CEA.17 In addition, the 

Commission has the authority to “make and promulgate such rules and regulations as, in the 

judgment of the Commission, are reasonably necessary to effectuate the provisions or to 

 

11 See section 404 of the Dodd-Frank Act.

12 See section 406 of the Dodd-Frank Act.

13 7 U.S.C. 1, et. seq.

14 7 U.S.C. 6m.

15 7 U.S.C. 1a(11) and 1a(12).

16 7 U.S.C. 6n(3)(A). Under part 4 of the Commission’s regulations, entities registered as CPOs have reporting 

obligations with respect to their operated pools. See 17 CFR. 4.22. Although CTAs have recordkeeping obligations 

under part 4, the Commission has not required reporting by CTAs, See generally, 17 CFR. part 4.

17 7 U.S.C. 1a(10), 1a(11), 1a(12).
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accomplish any of the purposes of [the CEA].”18 The Commission’s discretionary authority to 

exclude or exempt persons from registration was intended to be exercised “to exempt from 

registration those persons who otherwise meet the criteria for registration . . . if, in the opinion of 

the Commission, there is no substantial public interest to be served by the registration.”19 It is 

pursuant to this authority that the Commission has promulgated the various exemptions from 

registration as a CPO that are enumerated in § 4.13 of its regulations as well as the exclusions from 

the definition of CPO that are delineated in § 4.5.20 

As stated previously in this release, and in the Proposal, Congress enacted the Dodd-Frank 

Act in response to the financial crisis of 2007 and 2008.21 That Act requires the reporting of 

certain information by investment advisers to private funds related to potential systemic risk 

including, but not limited to, the amount of assets under management, use of leverage, 

counterparty credit risk exposure, and trading and investment positions for each private fund under 

the reporting entity’s advisement.22 This information facilitates oversight of the investment 

activities of funds within the context of the rest of a discrete market or the economy as a whole. 

The sources of risk delineated in the Dodd-Frank Act with respect to private funds are also 

presented by commodity pools. To provide the Commission with similar information to address 

these risks, the Commission has determined to require registration of certain previously exempt 

CPOs and to further require reporting of information comparable to that required in Form PF, 

which the Commission has previously adopted jointly with the SEC. To implement this enhanced 

 

18 7 U.S.C. 12a(5).

19 See H.R. Rep. No. 93-975, 93d Cong., 2d Sess. (1974), p. 20.

20 See 68 FR 47231 (Aug. 8, 2003).

21 See Dodd-Frank Wall Street Reform and Consumer Protection Act, Pub. L. 111-203, 124 Stat. 1376 (2010).

22 See section 404 of the Dodd-Frank Act.
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oversight, the Commission proposed, and has now determined to adopt, the revision and rescission 

of certain discretionary exemptions that it previously granted. 

B. The Proposal

Following the recent economic turmoil, and consistent with the tenor of the provisions of 

the Dodd-Frank Act, the Commission reconsidered the level of regulation that it believes is 

appropriate with respect to entities participating in the commodity futures and derivatives markets. 

Therefore, on January 26, 2011, the Commission proposed amendments and additions to its 

existing regulatory regime for CPOs and CTAs and the creation of two new data collection 

instruments, Forms CPO-PQR and CTA-PR (“Proposal”).23 In a concurrent joint proposal with the 

SEC, the Commission also proposed § 4.27(d) and sections 1 and 2 of Form PF.24

In the Proposal, the Commission specifically proposed the following amendments: (A) to 

require the periodic reporting of data by CPOs and CTAs regarding their direction of commodity 

pool assets; (B) to identify certain proposed filings with the Commission as being afforded 

confidential treatment; (C) to revise the requirements for determining which persons should be 

required to register as a CPO under § 4.5; (D) to require the filing of certified annual reports by all 

registered CPOs; (E) to rescind the exemptions from registration under §§ 4.13(a)(3) and (a)(4); 

(F) to require annual affirmation of claimed exemptive relief for both CPOs and CTAs; (G) to 

require an additional risk disclosure statement from CPOs and CTAs that engage in swaps 

 

23 See 76 FR 7976 (Feb. 11, 2011).

24 See 76 FR 8068 (Feb. 11, 2011). Because the Commission did not adopt the remainder of proposed § 4.27 at the 

same time as it adopted the subsection of § 4.27 implementing Form PF, the Commission modified the designation of 

§ 4.27(d) to be the sole text of that section. Additionally, the Commission made some revisions to the text of § 4.27 

to: (1) clarify that the filing of Form PF with the SEC will be considered substitute compliance with certain 

Commission reporting obligations and (2) allow CPOs and CTAs who are otherwise required to file Form PF the 

option of submitting on Form PF data regarding commodity pools that are not private funds as substitute compliance 

with certain CFTC reporting obligations. 
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transactions; and (H) to make certain conforming amendments to the Commission’s regulations in 

light of the proposed amendments. 

In describing the rationale for the Proposal, the Commission stated:

[T]o ensure that necessary data is collected from CPOs and CTAs that are 

not operators or advisors of private funds, the Commission is proposing a 

new § 4.27, which would require quarterly reports from all CPOs and CTAs 

to be electronically filed with NFA. The Commission is promulgating 

proposed § 4.27 pursuant to the Commission’s authority to require the filing 

of reports by registered CPOs and CTAs under section 4n of the CEA. In an 

effort to eliminate duplicative filings, proposed § 4.27(d) would allow 

certain CPOs and/or CTAs that are also registered as private fund advisers 

with the SEC pursuant to the securities laws to satisfy certain of the 

Commission’s systemic reporting requirements by completing and filing the 

appropriate sections of Form PF with the SEC with respect to advised 

private funds. 

In order to ensure that the Commission can adequately oversee the 

commodities and derivatives markets and assess market risk associated with 

pooled investment vehicles under its jurisdiction, the Commission is reevaluating its regulation of CPOs and CTAs. Additionally, the Commission 

does not want its registration and reporting regime for pooled investment 

vehicles and their operators and/or advisors to be incongruent with the 

registration and reporting regimes of other regulators, such as that of the 

SEC for investment advisers under the Dodd-Frank Act. (Footnotes 

omitted).25 

C. Comments on the Proposal

The Commission received 61 comment letters in response to the Proposal. The commenters 

represented a diversity of market participants. Seven commenters were registered investment 

companies or registered investment advisers; five commenters were registered or exempt CPOs; 

and three commenters were registered investment companies or registered investment advisers that 

also claimed exemption from registration as a CPO under § 4.13. The Commission also received 20 

comments from law firms; 14 comments from trade organizations; two comments from individual 

 

25 76 FR 7976, 7977-78 (Feb. 11, 2011).
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interested parties; a comment from a compliance service provider; and a comment from a registered 

futures association.26 The majority of the comments received opposed the adoption of the proposed 

amendments to § 4.5 and the rescission of §§ 4.13(a)(3) and (a)(4).

Having considered these comments, the Commission has decided to adopt most of the 

amendments to part 4 that it proposed, with some modifications. In addition, the Commission has 

decided not to rescind the exemption in § 4.13(a)(3) for entities engaged in a de minimis amount of 

derivatives trading. The Commission’s amendments to part 4, and the modifications to its 

Proposal are discussed below. 

The scope of this Federal Register release generally is restricted to the comments received 

in response to the Proposal and to the changes to, and the clarifications of, the Proposal that the 

Commission is making in response thereto. The Commission encourages interested persons to 

read the Proposal for a fuller discussion of the purpose of each of the amendments contained in the 

Proposal. 

D. Significant Changes From the Proposal

The significant changes from the Proposal that the Commission is making in the rules it is 

adopting today are as follows: (1) the marketing restriction in § 4.5 no longer contains the clause 

“(or otherwise seeking investment exposure to)”; (2) § 4.5 will be amended to include an 

alternative trading threshold test based on the net notional value of a registered investment 

company’s derivatives positions; (3) annual notices for exemptions and exclusions will be filed on 

an annual calendar year end basis rather than on the anniversary of the filing date; and (4) changes 

 

26 Additionally, the Commission received six comments that were not pertinent to the substance of the Proposal. Three 

concerned position limits in silver, one consisted of a web address; one was an advertisement; and one simply said 

“nice.”
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have been made to the substance of Forms CPO-PQR and CTA-PR and the filing timelines for 

both forms.

II. Responses to Comments on the Proposal

A. Comments Regarding Proposed Amendments to § 4.5

As part of the Proposal, the Commission proposed amendments to § 4.5(c)(2)(iii), 

reinstating a trading threshold and marketing restriction for registered investment companies 

claiming exclusion from the definition of CPO under that section. In support of the Proposal, the 

Commission stated that it became aware that certain registered investment companies were 

offering interests in de facto commodity pools while claiming exclusion under § 4.5.27 The 

Commission further stated that it believed that registered investment companies should not engage 

in such activities without Commission oversight and that such oversight was necessary to ensure 

consistent treatment of CPOs regardless of their status with respect to other regulators.28 The 

Commission also recognized that operational issues may exist regarding the ability of registered 

investment companies to comply with the Commission’s compliance regime.29

The Commission received numerous comments regarding the proposed amendments to § 

4.5. The comments can be broadly categorized into eight categories: (1) general comments as to 

the advisability of making such a change and the Commission’s justification for doing so; (2) the 

trading threshold; (3) the inclusion of swaps within the trading threshold; (4) the proposed 

marketing restriction; (5) harmonization of compliance obligations with those of the SEC; (6) the 

 

27 76 FR 7976, 7983 (Feb. 12, 2011). The Commission determined to propose amendments to § 4.5 following the 

submission of a petition for rulemaking by the National Futures Association, to which the Commission has delegated 

much of its direct oversight activities relating to CPOs, CTAs, and commodity pools. See, 75 FR 56997 (Sept. 17, 

2010). 

28 Id. at 7984.

29 Id.
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appropriate entity to register as the registered investment company’s CPO; (7) the use and 

permissibility of controlled foreign corporations by registered investment companies; and (8) the 

timeline for implementation.

1. General Comments on Proposed Amendments to § 4.5

Certain comments argued against the adoption of any change to § 4.5 and questioned the 

Commission’s justification for doing so. 30 Most commenters generally opposed the change 

because they claimed that requiring registration and compliance with the Commission’s regulatory 

regime would provide no tangible benefit to the Commission or investors because registered 

investment companies are already subject to comprehensive regulation by the SEC. 

The Commission believes that registration with the Commission provides two significant 

benefits. First, registration allows the Commission to ensure that all entities operating collective 

investment vehicles participating in the derivatives markets meet minimum standards of fitness 

and competency.31 Second, registration provides the Commission and members of the public with 

a clear means of addressing wrongful conduct by individuals and entities participating in the 

derivatives markets. The Commission has clear authority to take punitive and/or remedial action 

against registered entities for violations of the CEA or of the Commission’s regulations. 

Moreover, the Commission has the ability to deny or revoke registration, thereby expelling an 

individual or entity from serving as an intermediary in the industry. Members of the public also 

may access the Commission’s reparations program or National Futures Association’s (“NFA”) 

arbitration program to seek redress for wrongful conduct by a Commission registrant and/or NFA 

 

30 Comment letter from the Investment Company Institute (April 12, 2011) (“ICI Letter”); comment letter from the 

Mutual Fund Directors Forum (April 12, 2011) (“MFDF Letter”).

31 See H.R. Rep. No. 565 (Part 1), 97th Cong., 2d Sess. 48 (1982), S. Rep. No. 384, 97th Cong., 2d Sess. 111 (1982). 

See also, 48 FR 14933 (Apr. 6, 1983).
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member. Therefore, the Commission continues to believe that its registration requirements further 

critical regulatory objectives and serve important public policy goals. 

A number of commenters who expressed general opposition also acknowledged that if the 

Commission determined to proceed with its proposed changes to § 4.5, certain areas of 

harmonization with SEC requirements should be addressed. To that end, concurrently with the 

issuance of this rule, the Commission plans to issue a notice of proposed rulemaking detailing its 

proposed modifications to part 4 of its regulations to harmonize the compliance obligations that 

apply to dually registered investment companies. Commenters did not question, however, that the 

Commission has a regulatory interest in overseeing entities engaging in derivatives trading. 

Rather, they argued that the SEC currently provides adequate oversight of their activities. 

The Commission disagrees with the arguments presented by those commenters who argued 

against the adoption of any change to § 4.5. The Commission continues to believe that entities 

operating collective investment vehicles that engage in more than a de minimis amount of 

derivatives trading should be required to register with the Commission. The Commission believes 

that because Congress empowered the Commission to oversee the derivatives market, the 

Commission is in the best position to oversee entities engaged in more than a limited amount of 

non-hedging derivatives trading. 

Several commenters also asserted that modifying § 4.5 would result in a significant burden 

to entities required to register with the Commission without any meaningful benefit to the 

Commission.32 The Commission believes, as discussed throughout this release, that entities that 

 

32 See ICI Letter; comment letter from Vanguard (April 12, 2011) (“Vanguard Letter”); comment letter from Reed 

Smith LLP (April 12, 2011) (“Reed Smith Letter”); comment letter from AllianceBernstein Mutual Funds (April 12, 

2011) (“AllianceBernstein Letter”);comment letter from United States Automobile Association (April 12, 2011) 

(“USAA Letter”); comment letter from Principal Management Corporation (April 12, 2011) (“PMC Letter”); 
13

are offering services substantially identical to those of a registered CPO should be subject to 

substantially identical regulatory obligations. The Commission also recognizes that modification 

to § 4.5 may result in costs for registered investment companies. For that reason, as stated above, 

in conjunction with finalizing the proposed amendments to § 4.5, the Commission has proposed to 

adopt a harmonized compliance regime for registered investment companies whose activities 

require oversight by the Commission. Although the Commission believes the modifications to § 

4.5 enhance the Commission’s ability to effectively oversee derivatives markets, it is not the 

Commission’s intention to burden registered investment companies beyond what is required to 

provide the Commission with adequate information it finds necessary to effectively oversee the 

registered investment company’s derivatives trading activities. Through this harmonization, the 

Commission intends to minimize the burden of the amendments to § 4.5. 

Second, the Commission disagrees with the commenters’ assertion that the Commission 

would not receive any meaningful benefit from a modification to § 4.5. As stated above, the 

Commission disagrees that such registration and oversight is redundant, and emphasizes that it is 

in the best position to adequately oversee the derivatives trading activities of entities in which the 

Commission has a regulatory interest. As discussed above, the Commission is charged with 

administering the Commodity Exchange Act to protect market users and the public from fraud, 

manipulation, abusive practices and systemic risk related to derivatives that are subject to the Act, 

and to foster open, competitive, and financially sound markets. The Commission’s programs are 

structured and its resources deployed in service of that mission.

 

comment letter from Investment Adviser Association (April 12, 2011) (“IAA Letter”); comment letter from Dechert 

LLP and clients (April 12, 2011) (“Dechert II Letter”); comment letter from Janus Capital Management LLC (April 

12, 2011) (“Janus Letter”); comment letter from Security Traders Association (April 12, 2011) (“STA Letter”); 

comment letter from Invesco Advisers, Inc. (April 12, 2011) (“Invesco Letter”); and comment letter from Equinox 

Fund Management, LLC (July 28, 2011) (“Equinox Letter”).
14

One commenter questioned the Commission’s reasoning for choosing to impose additional 

requirements on registered investment companies but not proposing to impose such requirements 

on other categories of entities.33 This commenter also stated that the Commission was required to 

detail its reasoning under the Administrative Procedure Act.34 As stated in the Proposal, the 

Commission remains concerned that registered investment companies are offering managed 

futures strategies, either in whole or in part, without Commission oversight and without making 

the disclosures to both the Commission and investors regarding the pertinent facts associated with 

the investment in the registered investment company. The Commission is focused on registered 

investment companies because it is aware of increased trading activity in the derivatives area by 

such entities that may not be appropriately addressed in the existing regulatory protections, 

including risk management and recordkeeping and reporting requirements. The SEC has also 

noted this increased trading activity and is reviewing the use of derivatives by investment 

companies.35 In its recent concept release regarding the use of derivatives by registered investment 

companies, the SEC noted that although its staff had addressed issues related to derivatives on a 

case-by-case basis, it had not developed a “comprehensive and systematic approach to derivatives 

related issues.”36 As aptly noted by the Chairman of the SEC, “The controls in place to address 

 

33 See ICI Letter.

34 Id.

35 For example, the SEC recently issued a concept release seeking comment on use of derivatives by investment 

companies, noting: “The dramatic growth in the volume and complexity of derivatives investments over the past two 

decades, and funds’ increased use of derivatives, have led the [Securities and Exchange] Commission and its staff to 

initiate a review of funds’ use of derivatives under the Investment Company Act. (footnotes omitted)” 76 FR 55237, 

55238 (Sep. 7, 2011). 

36 76 FR 55237, 55239 (Sept. 7, 2011). See, Press Release, Securities and Exchange Commission, SEC Seeks Public 

Comment on Use of Derivatives by Mutual Funds and Other Investment Companies (Aug. 31, 2011), available at 

http://www.sec.gov/news/press/2011/2011-175.htm (“‘The derivatives markets have undergone significant changes in 

recent years, and the Commission is taking this opportunity to seek public comment and ensure that our regulatory 

approach and interpretations under the Investment Company Act remain current, relevant, and consistent with investor 

protection,’” said SEC Chairman Mary Shapiro.”). 
15

fund management in traditional securities can lose their effectiveness when applied to derivatives. 

This is particularly the case because a relatively small investment in a derivative instrument can 

expose a fund to potentially substantial gain or loss – or outsized exposure to an individual 

counterparty.”37 Despite the commenter’s assertion, the Commission is unaware of other classes 

of entities that are excluded from the definition of CPO engaging in significant derivatives trading. 

Of course, if the Commission becomes aware of any other categories of excluded entities engaging 

in similar levels of derivatives trading, it will consider appropriate action to ensure that such 

entities and their derivatives trading activities are brought under the Commission’s regulatory 

oversight. As stated previously, the Commission continues to believe that entities that are offering 

services substantially identical to those of a registered CPO should be subject to substantially 

identical regulatory obligations. 

2. Comments on the Proposed Trading Threshold

The Commission also received numerous comments on the proposed addition of a trading 

threshold to the exclusion under § 4.5.38 The proposed trading threshold provided that derivatives 

trading could not exceed five percent of the liquidation value of an entity’s portfolio, without 

 

37 Chairman Mary Shapiro, Opening Statement at SEC Open Meeting Item 1 – Use of Derivatives by Funds (Aug. 31, 

2011), available at http://www.sec.gov/news/speech/2011/spch083111mls-item1.htm (“The current derivatives review 

gives us the opportunity to re-think our approach to regulating funds’ use of derivatives. We are engaging in this 

review with a holistic perspective, in the wake of the financial crisis, and in light of the new comprehensive regulatory 

regime for swaps being developed under the Dodd-Frank Act.”).

38 See Invesco Letter; ICI Letter; Vanguard Letter; Reed Smith Letter; AllianceBernstein Letter; AII Letter; STA 

Letter; Janus Letter; PMC Letter; USAA Letter; comment letter from Fidelity Management and Research Co. (April 

12, 2011) (“Fidelity Letter”); comment letter from Securities Industry and Financial Markets Association (April 12, 

2011) (“SIFMA Letter”); comment letter from Dechert LLP (July 26, 2011) (“Dechert III Letter”); comment letter 

from Rydex/SGI Morgan, Lewis & Bockius LLP (April 12, 2011) (“Rydex Letter”); comment letter from the United 

States Chamber of Commerce (April 12, 2011) (“USCC Letter”); comment letter from Sidley Austin LLP (April 12, 

2011) (“Sidley Letter”); comment letter from the National Futures Association (April 12, 2011) (“NFA Letter”); 

comment letter from Campbell & Company, Inc. (April 12, 2011) (“Campbell Letter”); comment letter from AQR 

Capital Management, LLC (April 12, 2011) (“AQR Letter”); comment letter from Steben & Company, Inc. (April 12, 

2011) (“Steben Letter”); comment letter from the Investment Company Institute (July 28, 2011) (“ICI II Letter”); and 

comment from the Association of Institutional Investors (April 12, 2011) (“AII Letter”). 
16

registration with the Commission. The Proposal excluded activity conducted for “bona fide 

hedging” purposes.39 Most commenters stated that a five percent threshold was far too low in light 

of the Commission’s determination to include swaps within the measured activities and the limited 

scope of the Commission’s bona fide hedging definition, but no data was provided to support this 

assertion. The Commission, in its adoption of the exemption under § 4.13(a)(3),40 previously 

determined that five percent is an appropriate threshold to determine whether an entity warrants 

oversight by the Commission.41 

Despite the views of some commenters, the Commission believes that the five percent 

threshold continues to be the appropriate percentage for exemption or exclusion based upon an 

entity’s limited derivatives trading. Five percent remains the average required for futures margins, 

although the Commission acknowledges that margin levels for securities product futures are 

significantly higher and the levels for swaps margining may be as well. The Commission believes, 

however, that trading exceeding five percent of the liquidation value of a portfolio evidences a 

significant exposure to the derivatives markets. The Commission believes that such exposure 

should subject an entity to the Commission’s oversight. Moreover, the Commission believes that 

its adoption of an alternative net notional test to determine eligibility for exclusion from the 

definition of CPO, as discussed infra, provides flexibility to registered investment companies in 

consideration of the fact that initial margin for certain commodity interest products may not permit 

compliance with the five percent threshold.

Commenters also recommended that the Commission exclude from the threshold 

calculation various instruments including broad-based stock index futures, security futures 

 

39 76 FR 7976, 7989 (Feb. 11, 2011).

40 17 CFR 4.13(a)(3).

41 68 FR 47221, 47225 (Aug. 8, 2003).
17

generally, or financial futures contracts as a whole.42 The Commission does not believe that 

exempting any of these instruments from the threshold calculation is appropriate. The 

Commission does not believe that there is a meaningful distinction between those security or 

financial futures and other categories of futures. The Commission believes that its oversight of the 

use of security or financial futures is just as essential as its oversight of physical commodity 

futures. Congress granted the Commission authority over all futures in § 2 of the CEA.43 The 

Commission believes that it is in the best position to assess investor and market risks posed by 

entities trading in derivatives regardless of type. Therefore, the Commission has decided not to 

modify the scope of the threshold from what was proposed in order to exclude security futures or 

financial futures from the trading threshold.

Commenters requested that the Commission expand its definition of bona fide hedging as it 

appears in § 1.3(z) to include risk management as a recognized bona fide hedging activity for 

purposes of § 4.5.44 The Proposal excluded activity conducted for “bona fide hedging” purposes as 

that term was defined in § 1.3 as it existed at the time of the proposal.45 Further, the Proposal 

noted that the Commission anticipated that the definition of “bona fide hedging” would be 

modified through future rulemakings,46 which were open for comments from the public. 

The Commission recently adopted final rules regarding position limits and, through that 

rulemaking, implemented a new statutory definition of bona fide hedging transactions for exempt 

 

42 See Rydex Letter; Invesco Letter; ICI Letter.

43 7 U.S.C. 2.

44 See Invesco Letter; ICI Letter; Vanguard Letter; Reed Smith Letter; AllianceBernstein Letter; IAA Letter; Janus 

Letter; and STA Letter.

45 76 FR 7976, 7989 (Feb. 11, 2011).

46 76 FR 7976, 7984 (Feb. 11, 2011).
18

and excluded commodity transactions as part of new § 151.5.47 This statutory definition limits the 

scope of bona fide hedging transactions for exempt and agricultural commodities, and does not 

provide for a risk management exemption for position limits purposes.48 With regard to position 

limits and bona fide hedging transactions for excluded commodities, the Commission amended the 

pre-Dodd-Frank definition of bona fide hedging in § 1.3(z) to only apply to excluded commodities. 

Further, the Commission allowed DCMs and SEFs that are trading facilities to provide for a risk 

management exemption from position limits for excluded commodity transactions. 

The Commission does not believe that it is appropriate to exclude risk management 

transactions from the trading threshold. The Commission believes that an important distinction 

between bona fide hedging transactions and those undertaken for risk management purposes is that 

bona fide hedging transactions are unlikely to present the same level of market risk as they are 

offset by exposure in the physical markets. Additionally, the Commission is concerned that in the 

context of exclusion under § 4.5, a risk management exclusion would permit registered investment 

companies to engage in a greater volume of derivatives trading than other entities which are 

engaged in similar activities, but which are otherwise required to register as CPOs. This could 

result in disparate treatment among similarly situated entities. Moreover, there was no consensus 

among the commenters as to the appropriate definition of risk management transactions. Thus, the 

Commission believes that it may be difficult in this context to properly limit the scope of such 

exclusion as objective criteria are not universally recognized, which would make such exclusion 

onerous to enforce.49

 

47 7 U.S.C. 6a(c); 76 FR 71626, 71643 (Nov. 18, 2011).

48 76 FR 71626, 71644 (Nov. 18, 2011)..

49 The Commission notes that § 4.5 references the definition of bona fide hedging for exempt and agricultural 

commodities under § 151.5 as well as the definition of bona fide hedging for excluded commodities under § 1.3(z). 
19

During numerous meetings with commenters, the commenters noted that most registered 

investment companies use derivatives for risk management purposes, namely to offset the risk 

inherent in positions taken in the securities or bond markets, or to equitize cash efficiently. 

Although the Commission recognizes the importance of the use of derivatives for risk management 

purposes, it does not believe that transactions that are not within the bona fide hedging definition 

should be excluded from the determination of whether an entity meets the trading threshold for 

registration and oversight. Therefore, the Commission has decided not to exclude risk 

management activities by registered investment companies from the trading threshold for purposes 

of § 4.5.

Several panelists at the Commission’s staff roundtable held on July 6, 201150

(“Roundtable”) suggested that, instead of a trading threshold that is based on a percentage of 

margin, the Commission should focus solely on entities that offer “actively managed futures” 

strategies.51 The panelist defined “actively managed futures” strategies as those in which the entity 

or its investment adviser made its own decisions as to which derivatives to take positions in, as 

compared to the “passive” use of an index, wherein the entity’s investments simply track those 

held by an index.52

The Commission does not believe that it is proper to exclude from the Commission’s 

oversight those entities that are using an index or other so-called “passive” means to track the 

 

Market participants should not construe either § 151.5 or § 1.3(z) as permitting a risk management exemption for 

purposes of determining compliance with the trading threshold in § 4.5.

50 See Notice of CFTC Staff Roundtable Discussion on Proposed Changes to Registration and Compliance Regime for 

Commodity Pool Operators and Commodity Trading Advisors, available at 

http://www.cftc.gov/PressRoom/Events/opaevent_cftcstaff070611.

51 See Transcript of CFTC Staff Roundtable Discussion on Proposed Changes to Registration and Compliance Regime 

for Commodity Pool Operators and Commodity Trading Advisors (“Roundtable Transcript”), at 19, 25, 30, 76-77, 87-

90, available at http://www.cftc.gov/ucm/groups/public/@swaps/documents/dfsubmission/dfsubmission27_070611-

trans.pdf.

52 Id.
20

value of other derivatives. Establishing “active” versus “passive” use of derivatives as a criterion 

for entitlement to the exclusion would introduce an element of subjectivity to an otherwise 

objective standard and make the threshold more difficult to interpret, apply, and enforce. It also 

could have the undesirable effect of encouraging funds to structure their investment activities to 

avoid regulation. Moreover, the use of an index or other passive investment vehicle by a large 

number of investment companies can amplify the market assumptions built into an index or other 

vehicle. Thus, the Commission has decided not to adopt the panelist’s suggestion that the 

Commission focus on whether an entity offers an actively managed futures strategy.

One commenter suggested that the Commission should consider the adoption of an 

alternative test that would be identical to the aggregate net notional value test that is currently 

available under § 4.13(a)(3)(ii)(B).53 Section 4.13(a)(3)(ii)(B) provides that an entity can claim 

exemption from registration if the net notional value of its fund’s derivatives trading does not

exceed one hundred percent of the liquidation value of the fund’s portfolio.54 

Conversely, several panelists at the Roundtable opposed such a test, stating that it was not a 

reliable means to measure an entity’s exposure in the market.55 Specifically, certain panelists 

asserted that the net notional value of positions may not provide a reliable measure of the risk 

posed by certain entities in the market.56 

The Commission first considered the addition of an alternative net notional trading 

threshold when it proposed to amend § 4.5 in 2002.

57

 In support of its proposal, the Commission 

stated that the alternative test provided otherwise regulated entities that use certain classes of 

 

53 Dechert III Letter.

54 17 CFR 4.13(a)(3)(ii)(B).

55 See Roundtable Transcript at 69-71.

56 See Roundtable Transcript at 70.

57 67 FR 65743 (Oct. 28, 2002).
21

futures with higher initial margin requirements with an opportunity to also receive exclusionary 

relief from the definition of CPO.58 The Commission further stated that the inclusion of an 

alternative test enabled entities seeking exclusion to rely on whichever test was less restrictive 

based on their futures positions.59 In 2003, the Commission proposed and adopted final rules 

amending § 4.5, which eliminated the five percent trading threshold and did not adopt the 

alternative net notional test.60 In stating its rationale for rescinding the five percent threshold test 

and declining to adopt the alternative net notional test, the Commission stated that because it was 

simultaneously proposing, and ultimately adopting, an exemption from registration in § 4.13(a)(4), 

which did not impose any trading restriction, the Commission would remove the trading 

restrictions from § 4.5 as well to provide consistent treatment.61

The Commission no longer believes that its prior justification for abandoning the 

alternative net notional test is persuasive. By the adoption of this final rule, the Commission will 

reinstate the five percent trading threshold in § 4.5 for registered investment companies and 

rescind the exemption in § 4.13(a)(4), which reverses the regulatory conditions in existence in 

2003. The Commission believes that the appropriate criteria for exclusion through the use of a net 

notional test is delineated in § 4.13(a)(3)(ii)(B),

62 commonly known as the “de minimis 

exemption,” albeit with the addition of allowing unlimited use of futures, options, or swaps for 

bona fide hedging purposes, which is not permitted under § 4.13(a)(3). 

 

58 67 FR 65743, 65744-45.

59 67 FR 65743, 65745.

60 68 FR 12622 (Mar. 17, 2003); 68 FR 47221 (Aug. 8, 2003).

61 68 FR 12622, 12625-26 (noting that although entities excluded under § 4.5 could solicit retail participants, as 

compared to those entities exempt under § 4.13(a)(4), which may only offer to certain high net worth entities and 

individuals, the Commission stated that the fact that the § 4.5 entities were otherwise regulated supported consistent 

criteria for relief).

62 The net notional test as it appears in § 4.13(a)(3) will be amended by this rulemaking to provide guidance regarding 

the ability to net cleared swaps.
22

As stated previously, the net notional test, as set forth under § 4.13(a)(3)(ii)(B), permits 

entities to claim relief if the aggregate net notional value of the entity’s commodity interest 

positions does not exceed 100 percent of the liquidation value of the pool’s portfolio.63 Notional 

value is defined by asset class. For example, the notional value of futures contracts is derived by 

multiplying the number of contracts by the size of the contract, in contract units, and then 

multiplying by the current market price for the contract.64 The notional value of a cleared swap, 

however, will be determined consistent with the provisions of part 45 of the Commission’s 

regulations. The ability to net positions is also determined by asset class, with entities being able 

to net futures contracts across designated contract markets or foreign boards of trade, whereas 

swaps may only be netted if cleared by the same designated clearing organization (“DCO”) and it 

is otherwise appropriate.

65

The Commission believes that the adoption of an alternative net notional test will provide 

consistent standards for relief from registration as a CPO for entities whose portfolios only contain 

a limited amount of derivatives positions and will afford registered investment companies with 

additional flexibility in determining eligibility for exclusion. Therefore, the Commission will 

adopt an alternative net notional test, consistent with that set forth in § 4.13(a)(3)(ii)(B) as 

amended herein, for registered investment companies claiming exclusion from the definition of 

CPO under §4.5..

The Commission also received several comments supporting both the imposition of a 

trading threshold in general and the five percent threshold specifically.66 At least one commenter 

 

63 17 CFR 4.13(a)(3)(ii)(B).

64 Id.

65 See discussion of amendments to § 4.13(a)(3)(ii)(B) infra.

66 See NFA Letter, Campbell Letter, AQR Letter, Steben Letter.
23

suggested, however, that the Commission consider requiring registered investment companies that 

exceed the threshold to register, but not subjecting them to the Commission’s compliance regime 

beyond requiring them to be subject to the examination of their books and records, and 

examination by the National Futures Association.67 In effect, this commenter requested that the 

Commission subject such registrant to “notice registration.” The Commission believes that 

adopting the commenter’s approach would not materially change the information that the 

Commission would receive regarding the activities of registered investment companies in the 

derivatives markets, which is one of the Commission’s purposes in amending § 4.5. Moreover, a 

type of notice registration would not provide the Commission with any real means for engaging in 

consistent ongoing oversight. Notwithstanding such notice registration, the Commission would 

still be deemed to have regulatory responsibility for the activities of these registrants. In the 

Commission’s view, notice registration does not equate to an appropriate level of oversight. For 

that reason, the Commission has determined not to adopt the notice registration system proposed 

by the commenter. The Commission is adopting the amendment to § 4.5 regarding the trading 

threshold with the addition of an alternative net notional test for the reasons stated herein and those 

previously discussed in the Proposal.

3. Comments on the Inclusion of Swaps in the Trading Threshold

The Commission also received numerous comments opposing its decision to include swaps 

within the threshold test discussed above.68 Several commenters expressed concern that the 

Commission would require inclusion of swaps within the threshold prior to its adoption of final 

rules further defining the term “swap” and explaining the margining requirements for such 

 

67 See AQR Letter.

68 See Janus Letter; Reed Smith Letter; AllianceBernstein Letter; USAA Letter; ICI Letter; PMC Letter; Invesco 

Letter; IAA Letter; Dechert II Letter; AII Letter; and SIFMA Letter.
24

instruments. The Commission agrees that it should not implement the inclusion of swaps within 

the threshold test prior to the effective date of such final rules. Therefore, it is the Commission’s 

intention to establish the compliance date of the inclusion of swaps within the threshold calculation 

as 60 days after the final rules regarding the definition of “swap” and the delineation of the margin 

requirement for such instruments are effective.69 The Commission believes that such compliance 

date will provide entities with sufficient time to assess the impact of such rules on their portfolios 

and to make the determination as to whether registration with the Commission is required. 

The Commission also received a comment asking for additional clarification regarding its 

decision to include swaps within the threshold.70 The Dodd-Frank Act amended the statutory 

definition of the terms “commodity pool operator” and “commodity pool” to include those entities 

that trade swaps.71 If the Commission were to adopt the trading threshold and only include futures 

and options as the basis for calculating compliance with the threshold, the swaps activities of the 

registered investment companies would still trigger the registration requirement notwithstanding 

the exclusion of swaps from the calculus. That is, the purpose of the threshold test is to define a de 

minimis amount of trading activity that would not trigger the registration requirement. If swaps 

were excluded, any swaps activities undertaken by a registered investment company would result 

in that entity being required to register because there would be no de minimis exclusion. As a 

result, one swap contract would be enough to trigger the registration requirement. For that reason, 

if the Commission wants to permit some de minimis level of swaps activity by registered 

investment companies without registration with the Commission, it must do so explicitly in the 

 

69 Effective Date for Swap Regulation, 76 FR 42508 (issued and made effective by the Commission on July 14, 2011; 

published in Federal Register on July 19, 2011).

70 See Janus Letter; Reed Smith Letter; AllianceBernstein Letter; USAA Letter; ICI Letter; PMC Letter; Invesco 

Letter; IAA Letter; Dechert II Letter; AII Letter; and SIFMA Letter.

71 7 U.S.C. 1a(10); 1a(11).
25

exclusion.72 Because the Commission has determined that de minimis activity by registered 

investment companies does not implicate the Commission’s regulatory concerns, the Commission 

has decided to include swaps as a component of the trading threshold.

4. Comments on the Proposed Marketing Restriction

The marketing restriction, as proposed by the Commission, prohibits the marketing of 

interests in the registered investment company “as a vehicle for trading in (or otherwise seeking 

investment exposure to) the commodity futures, commodity options, or swaps markets.”73 Again, 

as with the other aspects of the proposed amendments to § 4.5, the Commission received numerous 

comments on this prohibition.74

The vast majority of comments urged the Commission to remove the clause “or otherwise 

seeking investment exposure to” as introducing an unacceptable level of ambiguity into the 

marketing restriction.75 The Commission agrees with these comments and believes that the 

removal of this clause is appropriate as the clause does not meaningfully add to the marketing 

restriction and only creates uncertainty. Thus, the Commission will adopt the marketing restriction 

without the clause “or otherwise seeking investment exposure to . . . .”

The Commission also received many comments asking that the Commission provide some 

clarification regarding the factors that it would consider in making the determination whether an 

 

72 Any reference to a de minimis level of swaps activities by registered investment companies only applies in the 

context of CPO registration by registered investment companies.

73 76 FR 7976, 7989 (Feb. 12, 2011).

74 See Rydex Letter; Fidelity Letter; SIFMA Letter; AII Letter; ICI Letter; Vanguard Letter; Reed Smith Letter; 

AllianceBernstein Letter; USAA Letter; PMC Letter; Invesco Letter; Janus Letter; STA Letter; comment letter from 

the Managed Futures Association regarding proposed amendments to § 4.5 (April 12, 2011) (“MFA II Letter”); 

Dechert II Letter; NFA Letter; comment letter from Alston & Bird, LLP (April 12, 2011) (“Alston Letter”); Campbell 

Letter; AQR Letter; Steben Letter; and Dechert III Letter.

75 See, e.g., ICI Letter; Alston Letter; Rydex Letter; and Vanguard Letter.
26

entity violated the marketing restriction.76 The Commission agrees that providing factors to 

further explain the plain language of the marketing restriction would be helpful to those who plan 

to market registered investment companies to investors. The Commission has determined, 

however, that such factors should be instructive and that no single factor is dispositive. The 

Commission will determine whether a violation of the marketing restriction exists on a case by 

case basis through an examination of the relevant facts. The Commission seeks to discourage 

entities from designing creative marketing with the intent to avoid the marketing restriction. 

To address commenters’ requests for guidance, the Commission believes that the following 

factors are indicative of marketing a registered investment company as a vehicle for investing in 

commodity futures, commodity options, or swaps:

 The name of the fund;

 Whether the fund’s primary investment objective is tied to a commodity index;

 Whether the fund makes use of a controlled foreign corporation for its derivatives trading;

 Whether the fund’s marketing materials, including its prospectus or disclosure document, 

refer to the benefits of the use of derivatives in a portfolio or make comparisons to a 

derivatives index;

 Whether, during the course of its normal trading activities, the fund or entity on its behalf 

has a net short speculative exposure to any commodity through a direct or indirect 

investment in other derivatives;

 Whether the futures/options/swaps transactions engaged in by the fund or on behalf of the 

fund will directly or indirectly be its primary source of potential gains and losses; and

 

76 See ICI Letter; MFA II Letter; Dechert II Letter; Invesco Letter; NFA Letter; Campbell Letter; Steben Letter; and 

AQR Letter. 
27

 Whether the fund is explicitly offering a managed futures strategy.77

The Commission will give more weight to the final factor in the list when determining 

whether a registered investment company is operating as a de facto commodity pool. In contrast, a 

registered investment company that does not explicitly offer a managed futures strategy could still 

be found to have violated the marketing restriction based on whether its conduct satisfied any 

number of the other factors enumerated above. Put differently, if a registered investment company 

offers a strategy with several indicia of a managed futures strategy, yet avoids explicitly describing 

the strategy as such in its offering materials, that registered investment company may still be found 

to have violated the marketing restriction. 

The Commission also notes that whether the name of the fund includes the terms “futures” 

or “derivatives,” or otherwise indicates a possible focus on futures or derivatives, will not be 

considered a dispositive factor, but rather one of many that the Commission will consider in 

making its determination. Moreover, the Commission will not consider the mere disclosure to 

investors or potential investors that the registered investment company may engage in derivatives 

trading incidental to its main investment strategy and the risks associated therewith as being 

violative of the marketing restriction.

At the Roundtable, several panelists questioned the Commission’s reasoning for deeming 

the use of a controlled foreign corporation (“CFC”) to be an appropriate factor in determining 

whether the registered investment company violates the marketing restriction. Based on comments 

received at the Roundtable and during the comment period, the Commission believes that 

registered investment companies use controlled foreign corporations as a mechanism to invest up 

 

77 These factors are derived in substantial part from the Steben Letter and AQR Letter.
28

to 25 percent of the registered investment company’s portfolio in derivatives.78 The Commission, 

therefore, believes that a registered investment company’s use of a CFC may indicate that the 

company is engaging in derivatives trading in excess of the trading threshold. Again, the 

Commission will consider this factor in the context of the registered investment company’s other 

conduct and will not view this factor as being dispositive of a violation of the marketing 

restriction. 

For these reasons, and those stated in the Proposal, the Commission adopts the marketing 

restriction in § 4.5 with the modifications discussed herein.

5. Comments on the Harmonization of Compliance Obligations

Many commenters raised concerns about the potential conflicts between the Commission’s 

regulatory regime and that imposed by the SEC if the Commission were to adopt the proposed 

amendments as final rules.79 As noted above, in an effort to obtain further information from 

interested parties, Commission staff held the Roundtable, and invited staff from the SEC, the IRS, 

and members of various trade organizations. The roundtable focused predominantly on 

harmonization of the Commission’s compliance regime with that of the SEC. Upon consideration 

of the comments and the discussions held as a result of the Roundtable relating to registered 

investment companies that will be required to register under amended § 4.5, the Commission 

agrees that it is necessary to harmonize the Commission’s compliance obligations under part 4 of 

the Commission’s regulations with the requirements of the SEC for registered investment 

companies. To that end, concurrently with the issuance of this rule, the Commission is issuing a 

 

78 See Roundtable Transcript at 152-53.

79 See Vanguard Letter; ICI Letter; Dechert III Letter; Reed Smith Letter; AllianceBernstein Letter; USAA Letter; 

PMC Letter; Invesco Letter; IAA Letter; Dechert II Letter; Fidelity Letter; Janus Letter; SIFMA Letter; STA Letter; 

AQR Letter; NFA Letter; MFA II Letter; Alston Letter; Rydex Letter; and ICI II Letter. 
29

notice of proposed rulemaking detailing its proposed modifications to part 4 of its regulations to 

harmonize the compliance obligations that apply to dually registered investment companies. The 

Commission will not require entities that must register due to the amendments to § 4.5 to comply 

with the Commission’s compliance regime until the adoption of final rules governing the 

compliance framework for registered investment companies subject to the Commission’s 

jurisdiction.

6. Comments Regarding the Entity Required to Register as the CPO 

The Commission received a number of comments requesting clarification as to which 

entity would be required to register as a CPO if a registered investment company would not qualify 

for exclusion under § 4.5, as amended.80 The commenters consistently proposed that the registered 

investment company’s investment adviser is the appropriate entity to register in the capacity of the 

investment company’s CPO. The Commission agrees that the investment adviser is the most 

logical entity to serve as the registered investment company’s CPO. To require a member or 

members of the registered investment company’s board of directors to register would raise 

operational concerns for the registered investment company as it would result in piercing the 

limitation on liability for actions undertaken in the capacity of director.81 Thus, the Commission 

concludes that the investment adviser for the registered investment company is the entity required 

to register as the CPO.

7. Comments Regarding the Use of Controlled Foreign Corporations 

 

80 See ICI Letter; Reed Smith Letter; AllianceBernstein Letter; Rydex Letter; Fidelity Letter; USAA Letter; PMC 

Letter; IAA Letter; Janus Letter; SIFMA Letter; STA Letter; comment letter from AlphaSimplex Group (April 12, 

2011) (“ASG Letter”); NFA Letter; MFDF Letter; and Campbell Letter.

81 See MFDF Letter.
30

The Commission received many comments regarding the use of CFCs by registered 

investment companies for purposes of engaging in commodities trading. As stated previously, it is 

the Commission’s understanding that registered investment companies invest up to 25 percent of 

their assets in the CFC, which then engages in actively managed derivatives strategies, either on its 

own or under the direction of one or more CTAs. Operators of CFCs have been exempt from 

Commission registration by claiming relief under § 4.13(a)(4) of the Commission’s regulations 

because the sole participant in the CFC is the registered investment company. Additionally, at the 

Roundtable, panelists informed Commission staff that several registered investment companies 

that operated CFCs did not claim relief under § 4.13(a)(4) because it was their opinion that the 

CFC was merely a subdivision of the registered investment company and was not a separate 

commodity pool.82 

Commenters urged the Commission to continue to permit registered investment companies 

to use CFCs and to allow such CFCs to be exempt from registration with the Commission under § 

4.13 or exclude them under § 4.5 by reason of their sole investor being excluded as well. 

Commenters proposed various mechanisms by which the Commission could obtain information 

regarding the activities of CFCs, including requiring disclosure of CFC fees and expenses at the 

registered investment company level, requiring a representation that the CFC will comply with key 

provisions of the Investment Company Act of 1940 (“Investment Company Act”),83 and requiring 

the registered investment company to make its CFC’s books and records available to the 

Commission and NFA for inspection. 

 

82 See Roundtable Transcript at 165.

83 15 U.S.C. 80a-1, et seq.
31

The Commission does not oppose the continued use of CFCs by registered investment 

companies, but it believes that CFCs that fall within the statutory definition of “commodity pool”

should be subject to regulation as a commodity pool.84 The Dodd-Frank Act amended the CEA to 

define a commodity pool as “any investment trust, syndicate, or similar form of enterprise operated 

for the purpose of trading in commodity interests, including any . . . commodity for future delivery, 

security futures product, or swap.”85 Based on a plain language reading of the statutory definition, 

CFCs wholly owned by registered investment companies and used for trading commodity interests 

are properly considered commodity pools. These entities also satisfy the definition of “pool” 

delineated in § 4.10(d)(1) of the Commission’s regulations, which is substantively identical to the 

statutory definition. There is no meaningful basis for concluding otherwise. Moreover, the 

Commission believes that each separate legally cognizable entity must be assessed on its own 

characteristics and that a CFC should not be entitled to exclusion simply because its parent 

company is a registered investment company that may be entitled to exclusion under § 4.5. 

Therefore, the Commission does not oppose the use of CFCs for trading in commodity interests by 

registered investment companies, but such CFCs will be required to have their CPOs register with 

the Commission unless they may claim exemption or exclusion therefrom on their own merits. 

8. Comments Regarding Implementation of Amendments

The Commission received several comments with suggestions regarding implementation of 

the proposed amendments to § 4.5, if the Commission decided to adopt the proposed provisions as 

 

84 7 U.S.C. 1a(10).

85 7 U.S.C. 1a(10).
32

final rules.86 Several commenters recommended that the Commission provide for an undefined 

“substantial transition period for compliance.”87 Conversely, one commenter suggested that the 

Commission should only provide a short period of time for compliance.88 Another commenter 

suggested that at least 12-months would be required for registered investment companies to come 

into registration and compliance with Commission requirements.89 Finally, a commenter 

suggested that the Commission delay implementation until all mandatory Dodd-Frank Act rules 

are implemented.90 

In light of the Commission’s proposed harmonization effort with respect to the compliance 

obligations for dually registered investment companies and the ongoing efforts to further define the 

term “swap” and the margin requirements for swaps positions, the Commission recognizes that a 

short implementation period is not practicable. The Commission believes that 11 months is an 

adequate amount of time to enable compliance by existing registered investment companies. 

Recognizing that the definition of swap is not yet finalized, the Commission has decided that 

compliance with the amendments to § 4.5 for purposes of registration only will occur on the later 

of either December 31, 2012 or within 60-days following the adoption of final rules defining the 

term “swap,” and establishing margin requirements for such instruments.91 Entities required to 

register due to the amendments to § 4.5 shall be subject to the Commission’s recordkeeping, 

reporting, and disclosure requirements set forth in part 4 of the Commission’s regulations within 

 

86 See Steben Letter; ICI Letter; NFA Letter; Reed Smith Letter; AllianceBernstein Letter; USAA Letter; PMC Letter; 

IAA Letter; Janus Letter; STA Letter; Rydex Letter; Alston Letter; and comment letter from the Association of 

Institutional Investors (July 1, 2011) (“AII II Letter”).

87 See ICI Letter; NFA Letter; Reed Smith Letter; AllianceBernstein Letter; USAA Letter; PMC Letter; IAA Letter; 

Janus Letter; and STA Letter.

88 See Steben Letter.

89 See Rydex Letter.

90 See AII II Letter.

91 Effective Date for Swap Regulation, 76 FR 42508.
33

60 days following the effectiveness of a final rule implementing the Commission’s proposed 

harmonization effort pursuant to the concurrent proposed rulemaking. 

Several commenters also suggested that the Commission exempt from compliance those 

registered investment companies that have already claimed relief under § 4.5.92 The Commission 

does not believe that “grandfathering” is appropriate in this context. As the Commission stated in 

its Proposal, and reaffirms in this preamble, part of the purpose of amending § 4.5 is to ensure that 

entities that are engaged in a certain level of derivatives trading are subject to the registration and 

compliance obligations and oversight by the Commission.93 Grandfathering is inconsistent with 

the goals of the Commission’s amendments. The Commission, however, believes that 

harmonization of the Commission’s compliance regime with that of the SEC will minimize the 

regulatory burden of existing registered investment companies. In addition, the Commission is 

permitting a sufficient amount of time for existing entities to come into compliance before the 

compliance dates set forth above. Therefore, the Commission believes that it is addressing the 

commenters’ concerns through harmonization while still ensuring that the Commission has the 

information necessary to oversee all participants in the derivatives markets.

B. Comments Regarding Proposed Amendment to § 4.7

The Commission proposed two amendments to § 4.7. The first proposed to amend §§ 

4.7(a)(3)(ix) and (a)(3)(x) to incorporate by reference the accredited investor standard from the 

SEC’s Regulation D94 under the Securities Act of 1933,95 rather than by direct inclusion of its 

specific terms. The Commission stated that this amendment would “permit the Commission’s 

 

92 See ICI Letter; Reed Smith Letter; AllianceBernstein Letter; Invesco Letter; IAA Letter; Janus Letter; AII Letter; 

SIFMA Letter; and STA Letter.

93 76 FR 7976, 7983-84 (Feb. 12, 2011).

94 17 CFR 230.501(a)(5), (a)(6) (2011).

95 15 U.S.C. 77a, et seq.
34

definition of QEP to continue to include the specific terms of the accredited investor standard in 

the event that it is later modified by the SEC without requiring the Commission to amend § 4.7 

each time to maintain parity.”96 

The Commission received one comment supporting this proposed amendment. 

Specifically, the commenter stated its belief that this amendment would “facilitate consistency 

amongst federal standards for financial sophistication and reduce investor confusion.”97 The 

Commission agrees and, accordingly, is adopting the amendments to §§ 4.7(a)(3)(ix) and (a)(3)(x) 

as proposed.

The second proposed amendment to § 4.7 would rescind the relief provided in § 4.7(b)(3)98

from the certification requirement of § 4.22(c)99 for financial statements contained in commodity 

pool annual reports. In support of the Proposal, the Commission noted that approximately 85 

percent of all pools operated under § 4.7 in fiscal year 2009 filed financial statements that were 

certified by certified public accountants, “despite being eligible to claim relief from certification 

under § 4.7(b)(3).”100 The number of uncertified financial statements has continued to decline and,

for fiscal year 2010, approximately 91 percent of all reports filed for pools operated under § 4.7 

included financial statements that were certified by certified public accountants.101 In the 

Proposal, the Commission stated its belief that “requiring certification of financial information by 

an independent accountant in accordance with established accounting standards will ensure the 

 

96 76 FR 7976, 7985 (Feb. 12, 2011).

97 See MFA II Letter.

98 17 CFR 4.7(b)(3) (2011).

99 Id. 4.22(c).

100 76 FR 7967, 7984-85 (Feb. 12, 2011).

101 In 2010, 951 pools were operated pursuant to § 4.7 and 84 of those pools filed uncertified financial statements for 

fiscal year 2010.
35

accuracy of the financial information submitted by its registrants,” and will further the stated 

purposes of the Dodd-Frank Act.102 

The Commission received two comments regarding this proposed amendment. One 

commenter supported the proposed rescission and the Commission’s stated justification for doing 

so.103 The other commenter recommended that the Commission retain an exemption from 

certification of financial statements for entities where the pool’s participants are limited to the 

principals of its CPO(s) and CTA(s) and other categories of employees listed in § 4.7(a)(2)(viii).104 

It is unclear how many of the pools operated under § 4.7 would qualify for such relief if adopted. 

The Commission believes that rather than adopt an exemption for such entities without data 

regarding the scope of the exemption’s applicability, it is more appropriate to rescind the 

exemption from certification for all pools operated under § 4.7(b)(3) generally and permit entities 

to write to the Division of Swap Dealer and Intermediary Oversight to request exemptive relief 

from the certification requirement on a case by case basis under § 140.99.105 By requiring entities 

to request relief from the Commission, the Commission can better determine whether such an 

exemption should be adopted in the future. Therefore, the Commission is adopting the 

amendments to § 4.7 as proposed. 

C. Comments Regarding the Proposed Rescission of §§ 4.13(a)(3) and (a)(4)

As stated previously, the Commission proposed to rescind §§ 4.13(a)(3) and (a)(4). After 

considering the comments received, which are detailed herein, the Commission has determined to 

retain the de minimis exemption in § 4.13(a)(3). The Commission concluded that overseeing 

 

102 Id. at 7985.

103 See NFA Letter.

104 See MFA II Letter.

105 17 CFR § 140.99.
36

entities with less than five percent exposure to commodity interests is not the best use of the 

Commission’s limited resources. Moreover, the Commission believes that the retention of the de 

minimis exemption in § 4.13(a)(3) provides for consistent treatment of entities engaging in de 

minimis levels of trading due to the addition of a five percent trading threshold in § 4.5 as well. 

The Commission received several comments requesting that the Commission modify § 4.13(a)(3) 

in various respects. The Commission has determined, however, that it is appropriate to retain § 

4.13(a)(3) in its current form, for the reasons detailed below. 

1. General Comments

In addition to the comments that the Commission received regarding the specific parts of 

the Proposal rescinding §§ 4.13(a)(3) and (a)(4), the Commission received numerous comments 

regarding the proposed rescissions generally.106 Broadly, the comments opposed the rescission of 

both provisions. 

Several commenters asserted that rescission was not necessary because the Commission 

has the means to obtain any needed information from exempt CPOs through its large trader 

reporting requirements and its special call authority.107 Although the Commission has the means 

to obtain certain information through the mechanisms delineated by the commenters, neither of 

those mechanisms provide the type of data requested on Forms CPO-PQR or CTA-PR with the 

kind of regularity proposed under § 4.27. For example, large trader reporting may provide detailed 

 

106 See comment letter from the New York State Bar Association (April 12, 2011) (“NYSBA Letter”); comment letter 

from Skadden, Arps, Slate, Meagher & Flom LLP (April 12, 2011) (“Skadden Letter”); MFA Letter; comment letter 

from Katten, Muchin Rosenman LLP (April 12, 2011) (“Katten Letter”); Fidelity Letter; Dechert Letter; comment 

letter from the Alternative Investment Management Association, Ltd. (April 12, 2011) (“AIMA Letter”); comment 

letter from the Alternative Investment Management Association, Ltd. (July 1, 2011) (“AIMA II Letter”); IAA Letter; 

SIFMA Letter; comment letter from HedgeOp Compliance, LLC (July 28, 2011) (“HedgeOp Letter”); comment letter 

from the Private Investor Coalition; Inc. (April 12, 2011) (“PIC Letter”); and comment letter Seward & Kissel, LLP 

(April 12, 2011) (“Seward Letter”).

107 See Skadden Letter; Katten Letter; and MFA Letter.
37

trading information for a particular market participant, but it does not provide the Commission 

with information regarding trends across funds that are not large enough to trigger the reporting 

obligation, but that may nevertheless impact the market. Also, with respect to the Commission’s 

special call authority under § 21.03, the collection of data under that section is generally reactive in 

nature. That is, the Commission would be in a position to collect data under § 21.03 after it 

became aware of an issue. Conversely, it is anticipated that collecting data using Forms CPO-PQR 

and CTA-PR will enable the Commission to be more proactive in assessing possible threats to 

market stability and in carrying out its duties in overseeing market participants generally. 

Some commenters suggested that the Commission adopt a limited exemption for SECregistered entities that are not “primarily engaged” in trading commodity interests.108

 Pursuant to 

the terms of § 4m(3) of the CEA, as amended by the Dodd-Frank Act, CTAs that are registered 

with the SEC and whose business does not consist primarily of acting as a CTA, and that do not 

act as a CTA to any pool engaged primarily in the trading of commodity interests, are exempt from 

registration with the Commission.109 The Commission believes that that statutory exemption for 

CTAs is explicit as to Congress’s limited intentions regarding exempting entities from registration 

with the Commission. By the plain language of § 4m(3), this section creates an exemption from 

the CTA registration requirements of the CEA; commodity pools are discussed in that provision 

only to the extent that the characteristics of the pool enable the CTA to claim relief. The 

registration category of CPO is not implicated. Therefore, the Commission concludes that the 

provisions of § 4m(3) do not mandate any exemption from the registration requirements for CPOs. 

Moreover, the Commission disagrees with the commenter who asserted that rescission is 

 

108 See Dechert Letter; and Katten Letter.

109 7 U.S.C. 6m(3). 
38

inconsistent with Congress’s asserted intention to avoid dual registration. The Commission does 

not believe it is accurate to state that Congress intended to avoid oversight by both agencies, and 

indeed Congress clearly anticipated some overlap when, in the Dodd-Frank Act, it required the 

Commission to work with the SEC to adopt a data collection instrument for dual registrants. 

Section 406 of the Dodd-Frank Act explicitly mandated that the Commission and the SEC jointly 

promulgate a reporting form for dually registered entities.110 The Commission does not believe 

that this requirement could be consistent with any asserted Congressional intention to absolutely 

avoid dual registration with the commissions. Therefore, the Commission concludes that dual 

registration of certain entities is not irreconcilable with the Congressional intent underlying the 

Dodd-Frank Act.

Other commenters asserted that the compliance and regulatory obligations under the 

Commission’s rules are burdensome and costly for private businesses and would unnecessarily 

distract entities from their primary focus of managing client assets.111 The Commission disagrees 

with this assertion, which in any event was not fully detailed by any commenter. The Commission 

believes that regulation is necessary to ensure a well functioning market and to provide investor 

protection. The Commission further believes that the compliance regime that the Commission has 

adopted strikes the appropriate balance between limiting the burden placed on registrants and 

enabling the Commission to carry out its duties under the CEA. Moreover, the compliance and 

regulatory obligations imposed on these CPO registrants will be no different from those imposed 

on other registered CPOs. Such compliance and regulatory obligations have not been unduly 

burdensome for these other registrants. 

 

110 See Section 406 of the Dodd-Frank Act.

111 See MFA Letter; Seward Letter; and Katten Letter.
39

2. Comments Regarding the Proposed Rescission of § 4.13(a)(3)

In the Proposal, the Commission proposed rescinding the “de minimis” exemption in § 

4.13(a)(3). The Commission stated its belief that “it is possible for a commodity pool to have a 

portfolio that is sizeable enough that even if just five percent of the pool’s portfolio were 

committed to margin for futures, the pool’s portfolio could be so significant that the commodity 

pool would constitute a major participant in the futures market.”112 Moreover, the Commission 

stated that it believed that this rescission was consistent with the purposes of the Dodd-Frank Act, 

with specific regard to increased transparency and accountability of participants in the financial 

markets. The Commission did, however, solicit comment as to whether some form of de minimis 

exemption should be maintained.

The Commission received ten comments specifically on its proposed rescission of the “de 

minimis” exemption in § 4.13(a)(3).113 The commenters consistently urged the Commission to 

retain a de minimis exemption. Some commenters cited to the amendment to § 4m(3) of the CEA 

by the Dodd Frank Act, which provides an exemption from registration for CTAs that are 

registered with the SEC and whose business does not consist primarily of acting as a CTA and that 

does not act as a CTA to any pool engaged primarily in the trading of commodity interests.114 One 

commenter stated that the effect of § 4m(3) was to exempt such CTAs from registration as a CPO 

or CTA;115 whereas another commenter asserted that the amendment of § 4m(3) is evidence that 

Congress did not intend to have the operator of a commodity pool register as a CPO if its pool is 

 

112 76 FR 7976, 7985 (Feb. 12, 2011).

113 See MFA Letter; NYSBA Letter; comment letter from Schulte Roth & Zabel LLP (April 12, 2011) (“Schulte 

Letter”); Dechert III Letter; Skadden Letter; Seward Letter; IAA Letter; NFA Letter; SIFMA Letter; and comment 

letter from McGuireWoods LLC (April 12, 2011) (“McGuireWoods Letter”).

114 7 U.S.C. 6m(3). 

115 See Skadden Letter.
40

not primarily engaged in trading commodity interests.116 The Commission notes that under the 

tenets of statutory interpretation, where Congress explicitly enumerates certain exceptions to a 

general prohibition, additional exceptions are not to be implied in the absence of evidence of a 

contrary legislative intent.117 By the plain language of § 4m(3), this section creates an exemption 

from the CTA registration requirements of the CEA; commodity pools are discussed only to the 

extent that the characteristics of the pool enable the CTA to claim relief. The registration category 

of CPO is not referenced. Therefore, the Commission concludes that the provisions of § 4m(3) do 

not mandate any exemptions from registration for CPOs. The Commission notes, however, that it 

has determined to retain the de minimis exemption set forth in § 4.13(a)(3).

Several commenters suggested adding as a prerequisite for exemptive relief under § 

4.13(a)(3), registration with the SEC as an investment adviser.118 The Commission is declining to 

add SEC registration as part of the criteria for relief under § 4.13(a)(3) because the basis for 

providing relief is the limited nature of the pool’s trading activity rather than its operator’s 

registration status with the SEC. To require the CPO of an exempt pool to be regulated by the 

SEC would limit the applicability of § 4.13(a)(3), which is not the Commission’s intention at this 

time.

Most commenters suggesting the additional requirement of SEC registration also proposed 

an increase in the trading threshold, ranging from 20 percent to 50 percent of the pool’s liquidation 

value due to the inclusion of the pool’s swaps activity within the trading threshold.119 As 

discussed earlier in this release in the context of § 4.5, the Commission believes that a five percent 

 

116 See MFA Letter.

117 See Andrus v. Glover Construction Co., 446 U.S. 608 (1980).

118 See MFA Letter; NFA Letter; Skadden Letter; Schulte Letter; NYSBA Letter; Dechert III Letter; IAA Letter; and 

Seward Letter.

119 See MFA Letter; Skadden Letter; NYSBA Letter; Dechert III Letter.
41

threshold continues to be the appropriate level for exemption or exclusion due to limited 

derivatives trading. Moreover, the Commission would again note that the inclusion of an 

alternative net notional test provides CPOs with another, perhaps less restrictive means, of 

qualifying for the exemption. The Commission believes that trading exceeding five percent of the 

liquidation value of a portfolio, or a net notional value of commodity interest positions exceeding 

100 percent of the liquidation value of a portfolio, evidences a significant exposure to the 

derivatives markets, and that such exposure should subject an entity to the Commission’s 

oversight. 

With respect to the issue of the inclusion of swaps making it more difficult to satisfy the 

trading threshold, the Commission believes that it would be premature to increase the threshold at 

this time. Additionally, as stated previously, the inclusion of an alternative net notional test may 

provides entities with another mechanism for qualifying for the exemption in § 4.13(a)(3). The 

Commission believes that it may be more appropriate to reassess the trading threshold after 

collecting data from registered CPOs through Form CPO-PQR. Therefore, the Commission has 

decided not to increase the trading threshold under § 4.13(a)(3). 

Additionally, the Commission believes that it must include swaps within the threshold to 

enable the most entities to claim relief under § 4.13(a)(3). As stated previously with respect to the 

amendments to §4.5, the Dodd-Frank Act amended the statutory definition of the terms 

“commodity pool operator” and “commodity pool” to include those entities that trade swaps.120 If 

the Commission were to keep the de minimis test in § 4.13(a)(3) and only include futures and 

options as the basis for calculating compliance with the threshold, the swaps activities of the CPOs 

 

120 7 U.S.C. 1a(10); 1a(11).
42

would still trigger the registration requirement notwithstanding the exclusion of swaps from the 

calculus. That is, the purpose of the threshold test is to define a de minimis amount of trading 

activity that would not trigger the registration requirement. If swaps were excluded, any swaps 

activities undertaken by a CPO would result in that entity being required to register because there 

would be no de minimis exclusion for such activity. As a result, one swap contract would be 

enough to trigger the registration requirement. For that reason, if the Commission wants to permit 

some de minimis level of swaps activity by CPOs without registration with the Commission, it 

must do so explicitly in the exemption.121 Because the Commission has determined that de 

minimis activity by CPOs does not implicate the Commission’s regulatory concerns, the 

Commission has decided that it is appropriate to include swaps within the trading threshold under 

§ 4.13(a)(3).122 

Additionally, to enable CPOs to fully exercise the alternative net notional test, the 

Commission is amending § 4.13(a)(3)(ii)(B) to provide guidance as to the notional value of cleared 

swaps positions and the ability to net swaps cleared by the same DCO. The Commission believes 

that this amendment will serve to provide equal ability to claim relief under § 4.13(a)(3) to all 

CPOs regardless of the types of commodity interests held by their operated pools. Therefore, the 

Commission is amending § 4.13(a)(3)(ii)(B)(1) to provide that the notional value of a cleared swap 

is determined consistent with the provisions of part 45 of the Commission’s regulations and § 

4.13(a)(3)(ii)(B)(2) to provide that swaps cleared by the same DCO may be netted where 

appropriate.

 

121 Any reference to a de minimis level of swaps activities by registered investment companies only applies in the 

context of CPO registration by registered investment companies.

122 The Commission has proposed to amend the definition of “commodity interest” as it appears in § 1.3 to include 

swaps, consistent with the Dodd-Frank Act. See, 76 FR 33066 (June 7, 2011).
43

After consideration of the comments and the Commission’s stated rationale for proposing 

to rescind the exemption in § 4.13(a)(3), the Commission has determined to retain the de minimis 

exemption currently set forth in that section without modification.123

3. Comments Regarding a Family Offices Exemption

In response to the Commission’s proposed rescission of §§ 4.13(a)(3) and (a)(4), the 

Commission received numerous comments asking that the Commission adopt an exemption from 

registration for family offices that is akin to the exemption adopted by the SEC.124 The 

commenters noted that prior to the adoption of §§ 4.13(a)(3) and (a)(4), the Commission staff

granted relief to family offices on an ad hoc basis, but that when §§ 4.13(a)(3) and (a)(4) were 

adopted, most family offices availed themselves of those exemptions from registration. The 

commenters argued that the Commission should have less regulatory concern about family offices 

because their clientele is necessarily limited to family members and the family offices do not 

solicit outside of the family unit. 

Due to the exemptions previously granted by Commission staff, and the resulting lack of 

information regarding the activities of CPOs claiming relief thereunder, the Commission does not 

yet have a comprehensive view of the positions taken and interests held by currently exempt 

entities. The Commission, therefore, believes that it is prudent to withhold consideration of a 

family offices exemption until the Commission has developed a comprehensive view regarding 

such firms to enable the Commission to better assess the universe of firms that may be appropriate 

to include within the exemption, should the Commission decide to adopt one. Therefore, the 

 

123 The Commission does not need to amend the language of § 4.13(a)(3) to include swaps within the trading threshold 

as this section determines eligibility based on the amount of “commodity interests” traded. In a separate rulemaking, 

the Commission has proposed to amend the definition of the term “commodity interest” to include swaps. See 76 FR 

11701 (March 3, 2011).

124 See 17 CFR 250.202(a)(11)(G)-1.
44

Commission is directing staff to look into the possibility of adopting a family offices exemption in 

the future.

The Commission notes that family offices previously relying on the exemption under 

Regulation § 4.13(a)(3) will not be affected by the rules adopted herein, as the Commission is not 

rescinding the § 4.13(a)(3) exemption and it will remain available to entities meeting its criteria. 

The Commission further notes that family offices continue to be permitted to write in on a firm by 

firm basis to request interpretative relief from the registration and compliance obligations under 

the Commission’s rules and to rely on those interpretative letters already issued to the extent 

permissible under the Commission’s regulations.125 Therefore, the Commission does not believe an 

exemption for family offices is necessary at this time.

4. Comments Regarding a Foreign Advisor Exemption

Several commenters suggested that if the Commission determines to adopt the proposed 

rescissions, it should adopt a foreign advisor exemption similar to that set forth in the Dodd-Frank 

Act under the Investment Adviser Act of 1940.126 The commenters expressed concern that the 

rescission of the exemptions under §§ 4.13(a)(3) and (a)(4) would result in nearly all non-US 

based CPOs operating a pool with at least one U.S. investor being required to register with the 

Commission. Commenters also expressed concern that foreign CPOs would have to report the 

 

125 See 17 CFR 140.99(a)(3) (“An interpretative letter may be relied upon by persons in addition to the Beneficiary.”). 

The most recent letter (CFTC letter 10-25) issued affirming the Division’s interpretation that a “family office” is not a 

pool under § 4.10(d) is available at the Commission’s website at: 

http://www.cftc.gov/ucm/groups/public/@lrlettergeneral/documents/letter/10-25.pdf. See, CFTC Interpretative Letter 

00-100 [2000-2002 Transfer Binder] Comm. Fut. L. Rep. (CCH) ¶ 28,420 (Nov. 1, 2000); CFTC Interpretative Letter 

No. 96-24, [1994-1996 Transfer Binder] Comm. Fut. L. Rep. (CCH) ¶ 26,653 (March 4, 1996); CFTC Interpretative 

Letter No. 97-29, [1996-1998 Transfer Binder] Comm. Fut. L. Rep. (CCH) ¶ 27,039 (March 21, 1997); CFTC 

Interpretative Letter No. 95-35, [1994-1996 Transfer Binder] Comm. Fut. L. Rep. (CCH) ¶ 26,376 (Nov. 23, 1994).

126 See Section 403 of the Dodd-Frank Act.
45

entirety of their derivatives activities to the Commission even if foreign regulators also oversee 

such activities. 

Due to the exemptions previously adopted by the Commission, and the resulting lack of 

information regarding the activities of CPOs claiming relief thereunder, the Commission does not 

yet have a comprehensive view of the positions taken and interests held by currently exempt 

entities. The Commission, therefore, believes that it is prudent to withhold consideration of a 

foreign advisor exemption until the Commission has received data regarding such firms on Forms 

CPO-PQR and/or CTA-PR, as applicable, to enable the Commission to better assess the universe 

of firms that may be appropriate to include within the exemption, should the Commission decide to 

adopt one. Foreign advisors to pools that meet the criteria of § 4.13(a)(3) will be able to continue 

to operate pursuant to that exemption, if previously claimed, or file notice of claim of exemption 

under § 4.13(a)(3). Therefore, the Commission is not providing an exemption for foreign advisors 

at this time.

5. Comments Regarding the Proposed Rescission of § 4.13(a)(4)

In the Proposal, the Commission proposed to rescind the exemption in § 4.13(a)(4) for 

operators of pools that are offered only to individuals and entities that satisfy the qualified eligible 

person standard in § 4.7 or the accredited investor standard under the SEC’s Regulation D.127 In 

the Proposal, the Commission stated that it 

[S]eeks to eliminate the exemptions under §§ 4.13(a)(3) and (4) for 

operators of pools that are similarly situated to private funds that previously 

relied on the exemptions under §§ 3(c)(1) and (7) of the Investment 

Company Act and § 203(b)(3) of the Investment Advisers Act. It is the 

Commission’s view that the operators of these pools should be subject to 

similar regulatory obligations, including proposed form CPO-PQR, in order 

 

127 See 17 CFR 4.13(a)(4).
46

to provide improved transparency and increased accountability with respect 

to these pools. The Commission has determined that it is appropriate to 

limit regulatory arbitrage through harmonization of the scope of its data 

collection with respect to pools that are similarly situated to private funds so 

that operators of such pools will not be able to avoid oversight by either the 

Commission or the SEC through claims of exemption under the 

Commission’s regulations.128

The Commission received several comments regarding its proposed rescission.129 Several 

commenters argued that the Commission should consider retaining the exemption in § 4.13(a)(4) 

for funds that do not directly invest in commodity interests, but do so through a fund of funds

structure, and who are advised by an SEC registered investment adviser. Due to the exemptions 

previously adopted by the Commission, and the resulting lack of information regarding the 

activities of CPOs claiming relief thereunder, the Commission does not yet have a comprehensive 

view of the positions taken and interests held by currently exempt entities. The Commission, 

therefore, believes that it is prudent to withhold consideration of a fund of fund exemption until the 

Commission has received data regarding such firms on Forms CPO-PQR and/or CTA-PR, as 

applicable, to enable the Commission to better assess the universe of firms that may be appropriate 

to include within the exemption, should the Commission decide to adopt one. Therefore, the 

Commission is not providing an exemption for funds of funds at this time. The Commission notes, 

however, that staff will consider requests for exemptive relief for funds of funds on a case by case 

basis.

The Commission received two comments that argued that the rescission of § 4.13(a)(4) is 

inconsistent with the private offering framework under the SEC’s Regulation D and that the 

 

128 76 FR 7976, 7986 (Feb 12, 2011).

129 See comment letter from Sidley Austin LLP (April 12, 2011) (“Sidley Letter”); MFA Letter; NYSBA Letter; 

comment letter from Cranwood Capital Management (April 12, 20110 (“Cranwood Letter”); Dechert III Letter; and 

comment letter from Nantucket Multi Managers, LLC (April 12, 2011) (“Nantucket Letter”).
47

rescission would result in the end of private offerings.130 The Commission believes that this 

analysis is flawed and is the result of a mistaken conflation of the private fund structure under the 

Commission’s rules and privately-offered ownership interests under the SEC’s rules. The 

Commission notes that the rescission of § 4.13(a)(4) does not preclude CPOs from utilizing 

Regulation D with respect to the offering of pool interests because the availability of relief from 

the registration of an offering under Regulation D does not require that the entity involved be 

exempt from regulation. Therefore, the Commission continues to believe that rescission of § 

4.13(a)(4) is appropriate for the reasons stated in the Proposing Release and that it is consistent 

with the registration of investment advisers of such exempt funds with the SEC.

One commenter expressed concerns about the fact that the class of eligible participants in a 

pool operated pursuant to § 4.13(a)(4) is broader than that for a pool qualifying under § 4.7.131 

Specifically, this commenter noted that under § 4.13(a)(4), participants may include non-natural 

participants that are QEPs under § 4.7 or accredited investors under § 230.501(a)(1)-(3), (a)(7) or 

(a)(8),132 whereas § 4.7 does not include such participants as QEPs.133 The Commission 

recognizes that this discrepancy may result in certain entities being unable to claim relief under § 

4.7; however, due to the exemptions previously adopted by the Commission, and the resulting lack 

of information regarding the activities of CPOs claiming relief thereunder, the Commission does 

not yet have a comprehensive view of the positions taken and interests held by currently exempt 

entities and until the Commission has more information regarding the universe of entities affected, 

 

130 See MFA Letter; and NYSBA Letter.

131 MFA raised this concern during several meetings with Commission staff, although it did not provide any detail 

regarding the scope of its concerns and the topic was not discussed in the written comments submitted regarding this 

rulemaking.

132 17 CFR § 4.13(a)(4)(ii)(B).

133 17 CFR § 4.7(a).
48

the Commission does not believe that it is appropriate to amend § 4.7 to reflect the nature of 

participants in funds previously entitled to relief under §4.13(a)(4). After the Commission has 

collected data from such entities through Form CPO-PQR, the Commission may reconsider this 

issue. The Commission also notes that staff will consider requests for exemptive relief from the 

limitations of § 4.7 on a case-by-case basis.

One commenter argued that rescission is not necessary because any fund that seeks to 

attract qualified eligible purchasers is already required to maintain oversight and controls that 

exceed those mandated by part 4 of the Commission’s regulations such that any regulation 

imposed would be duplicative and unnecessarily burdensome.134 That commenter further stated 

that:

We are accustomed to intense scrutiny from potential investors that 

frequently includes independent background checks of our key employees, 

onsite visits that include interviews with our traders and other key 

personnel, interviews of our third-party administrator and our auditors, 

interviews of officials of our clearing broker, interviews of officers at our 

custodial bank, and bulk delivery of transactional data for independent 

analysis. To say that such information-gathering goes far beyond the 

contents of a mandated disclosure document is a gross understatement.135

The commenter primarily focused on the significant level of controls that the fund operator 

implements independent of regulation. The Commission believes that, contrary to the 

commenter’s arguments as to the import of that fact, such controls and internal oversight should 

facilitate compliance with the Commission’s regulatory regime. Moreover, the Commission 

continues to believe that registration serves important regulatory purposes as stated previously in 

this release in the context of the amendments to § 4.5. 

 

134 See Cranwood Letter.

135 See Cranwood Letter.
49

The Commission has determined to eliminate the exemption in § 4.13(a)(4) because, as 

stated in the proposal, there are no limits on the amount of commodity interest trading in which 

pools operating under this regulation can engage. That is, it is possible that a commodity pool that 

is exempted from registration under § 4.13(a)(4) could be invested solely in commodities, which, 

in the Commission’s view, necessitates Commission oversight to ensure adequate customer 

protection and market oversight. Therefore, the Commission adopts the rescission of § 4.13(a)(4) 

as proposed.

The Commission received several comments regarding the timing of the implementation of 

the rescission of § 4.13(a)(4).136 Two commenters suggested that 18 months is the appropriate 

time period to permit entities to prepare for compliance with the Commission’s registration and 

compliance regime.137 One commenter suggested that the Commission provide “sufficient time,” 

but provided no proposed specific period of time.138 Several commenters asserted that currently 

exempt entities should be grandfathered.139

The Commission recognizes that entities will need time to come into compliance with the 

Commission’s regulations. The Commission does not, however, believe that the process of 

preparing for Commission oversight necessitates an 18 month time period. Based on the 

comments received indicating that a certain portion of entities currently claiming relief under § 

4.13(a)(4) already have robust controls in place independent of Commission oversight, the 

Commission believes that entities currently claiming relief under § 4.13(a)(4) should be capable of 

 

136 See NYSBA Letter; AIMA Letter; Schulte Letter; comment letter from Fulbright & Jaworski L.L.P. (April 12, 

2011) (“Fulbright Letter”); SIFMA Letter; Seward Letter; Katten Letter; and comment letter from TIF Fund 

Management LLC (May 19, 2011) (“TIF Letter”); NFA Letter; IAA Letter; and Dechert Letter.

137 See Schulte Letter; and Fulbright Letter.

138 See NFA Letter. See also, IAA Letter.

139 See NYSBA Letter; AIMA Letter; Schulte Letter; Fulbright Letter; SIFMA Letter; Seward Letter; and Katten 

Letter.
50

becoming registered and complying with the Commission’s regulations within 12 months 

following the issuance of the final rule. For entities that are formed after the effective date of the 

rescission, the Commission expects the CPOs of such entities to comply with the Commission’s 

regulations upon formation and commencement of operations.

The Commission does not believe that “grandfathering” is appropriate in this context. As 

the Commission stated in its Proposal, part of the purpose of rescinding § 4.13(a)(4) is to ensure 

that entities that are engaged in derivatives trading are subject to substantively identical 

registration and compliance obligations and oversight by the Commission.140 Grandfathering is 

not consistent with the stated goals of the Commission’s rescission and would result in disparate 

treatment of similarly situated entities. 

Therefore, the Commission will implement the rescission of § 4.13(a)(4) for all entities 

currently claiming exemptive relief thereunder on December 31, 2012, but the rescission will be 

implemented for all other CPOs upon the effective date of this final rulemaking.

D. Comments Regarding the Proposed Annual Notices for Continued Exemptive or 

Exclusionary Relief

In the Proposal, the Commission proposed to require annual reaffirmance of a claim of 

exemption or exclusion from registration as a CPO or CTA. In the Proposal, the Commission 

stated its position that an annual notice requirement would promote improved transparency 

regarding the number of entities either exempt or excluded from the Commission’s registration and 

compliance programs, which is consistent with one of the primary purposes of the Dodd-Frank 

Act. Moreover, the Commission stated its belief that an annual notice requirement would enable 

 

140 76 FR 7976, 7986 (Feb. 12, 2011).
51

the Commission to determine whether exemptions and exclusions should be modified, repealed, or 

maintained as part of the Commission’s ongoing assessment of its regulatory scheme. 

The Commission received three comments on this provision in the Proposal.141 One 

commenter supported the adoption of an annual notice requirement, but suggested that the due date 

of the notice be changed from the exemption’s original filing date to a calendar-year end for all 

filers.142 The Commission agrees that moving the due date for the annual notice requirement to the 

calendar-year end for all filers may be more operationally efficient. Therefore, the Commission 

will adopt the annual notice requirement mandating that the notice be filed at the calendar year-end 

rather than the anniversary of the original filing.

Two commenters suggested that the 30-day time period for filing was not adequate to 

enable firms to comply.143 One commenter proposed a 60-day time period,144 whereas the other 

commenter proposed 90 days as the necessary amount of time.145 The Commission recognizes 

that the proposed 30-day filing period may not be adequate due to the ramifications of an entity’s 

failure to file its annual notice in a timely manner, which would result in the exemption or 

exclusion being deemed withdrawn. This issue is particularly important because of the NFA’s 

Bylaw 1101, which prohibits NFA members from conducting business with non-members. Should 

an entity fail to file its annual notice within the requisite time frame, its NFA membership could be 

deemed withdrawn, which could potentially impact numerous other NFA members. The 

Commission believes that extending the filing period from 30 days to 60 days will provide NFA 

with adequate time to follow up with filing entities to ensure that a filing is not omitted 

 

141 See NFA Letter; AII Letter; and SIFMA Letter.

142 See NFA Letter.

143 See NFA Letter; and SIFMA Letter.

144 See NFA Letter.

145 See SIFMA Letter.
52

inadvertently and to limit the adverse consequences for other NFA members. The Commission 

does not, however, believe that 90 days is necessary as it intends for such notice to be filed 

electronically with NFA and for NFA’s filing system to pre-populate the notice with the names and 

NFA IDs of all exempt pools operated by the CPO with an option to choose to reaffirm the 

exemptions for all exempt pools. The Commission believes that this minimizes both the time and 

expense burdens on the CPO and should enable all entities to comply with the requirement within 

60 days.

E. Comments Regarding the Proposed Risk Disclosure Statement for Swaps in § 4.24 

and § 4.34

The Commission also proposed adding standard risk disclosure statements for CPOs and 

CTAs regarding their use of swaps to §§ 4.24(b) and 4.34(b), respectively.146 

The Commission received three comments with respect to the proposed standard risk 

disclosure statement for swaps.147 Two argued that a standard risk disclosure statement is not the 

appropriate way to disclose the risks inherent in swaps activity to participants or clients.148 

Specifically, those commenters argued that the use of swaps by CPOs and CTAs varies and 

depending on the reason for using swaps, different risks may be implicated. Furthermore, those 

commenters also noted that the proposed risk disclosure statement is inconsistent with recent SEC 

guidance to registered investment companies to avoid generic disclosures. The Commission 

respectfully disagrees with the assertions of those commenters who believe that a standard risk 

disclosure statement is not appropriate. The Commission believes that a standardized risk 

disclosure statement addressing certain risks associated with the use of swaps is necessary due to 

 

146 76 FR 7976, 7986 (Feb. 12, 2011).

147 See SIFMA Letter; Fidelity Letter; and comment letter from Chris Barnard (Feb. 26, 2011) (“Barnard Letter”).

148 See SIFMA Letter; and Fidelity Letter.
53

the revisions to the statutory definitions of CPO, CTA, and commodity pool enacted by the DoddFrank Act.149

 Moreover, it is the Commission’s position that concerns about “one-size-fits-all” 

disclosure of risks are addressed through additional disclosures required under §§ 4.24(g) and 

4.34(g), which govern disclosures regarding the risks associated with participating in the offered 

commodity pool or program. 

With respect to the comments submitted regarding the conflicting requirements imposed on 

registered investment companies whose advisers are required to register as CPOs pursuant to 

amended § 4.5,150 such concerns will be addressed through the proposed modifications to the 

Commission’s compliance regime that will be applicable to registered investment companies 

overseen by both the SEC and the Commission. 

Additionally, the Commission received one comment that supported the adoption of the 

standard risk disclosure statement for swaps, but suggested that the Commission consider whether 

the wording needed to be modified depending on whether the swaps were cleared or uncleared.151 

Based on the language proposed, the Commission does not believe that different language must be 

adopted to account for the differences between cleared and uncleared swaps. In particular, the 

Commission notes that the proposed risk disclosure statement is not intended to address all risks 

that may be associated with the use of swaps, but that the CPO or CTA is required to make 

additional disclosures of any other risks in its disclosure document pursuant to §§ 4.24(g) and 

4.34(g) of the Commission’s regulations. Moreover, the language of the proposed risk disclosure 

statement is conditional and does not purport to assert that all of the risks discussed are applicable 

in all circumstances. For the reasons discussed above and those stated in the Proposal, the 

 

149 See 7 U.S.C. 1a(10), 1a(11), and 1a(12).

150 See SIFMA Letter; and Fidelity Letter.

151 See Barnard Letter.
54

Commission adopts the proposed risk disclosure statements for CPOs and CTAs regarding 

swaps.152 These additional risk disclosure statements will be required for all new disclosure 

documents and all updates filed after the effective date of this final rulemaking.

F. Section 4.27 and Forms CPO-PQR and CTA-PR

1. General Comments

The Commission received numerous comments in response to proposed § 4.27, which 

requires CPOs and CTAs to report certain information to the Commission on Forms CPO-PQR 

and CTA-PR, respectively. Several commenters questioned whether the data collection was 

necessary for the Commission’s oversight of its registrants.153 Others asserted that certain groups, 

such as registered investment companies or family offices, should be exempted from completing 

the data collection.154 

The Commission’s new reporting requirements supplement SEC reporting requirements for 

dual registrants that must file Form PF with the SEC by virtue of their dual registration status. 

Information about CTAs and CPOs that are non-dual registrants is necessary for the Commission 

to identify significant risk to the stability of the derivatives market and the financial market as a 

whole. Following the recent economic turmoil, the Commission has reconsidered the level of 

regulation that it believes is appropriate for entities participating in the commodity futures and 

derivatives markets. With respect to the assertion that registered investment companies should not 

 

152 These risk disclosure statements do not affect the swap disclosure requirements mandated in CEA Section 

4s(h)(3)(B) and rules relating to that statutory provision. See proposed § 23.431 Disclosure of Material Information, 

Business Conduct Standards for Swap Dealers and Major Swap Participants with Counterparties, 75 FR 80638 (Dec. 

22, 2010). In addition, managed accounts that do not convey discretionary authority to the CTA will require the pass 

through of the swap disclosures in any final rule promulgated pursuant to 4s(h)(3)(B).

153 See Fidelity Letter; and AIMA Letter. 

154 See ICI Letter; AIMA Letter; and comment letter from K&L Gates LLP (Feb. 12, 2011) (“K&L Letter”).
55

be required to file Form CPO-PQR, the Commission believes that it is important to collect the data 

in Form CPO-PQR from registered investment companies whose activities require CPO 

registration to assess the risk posed by such investment vehicles to derivatives markets and the 

broader financial system. Consequently, the Commission intends to require from registered 

investment companies that are also registered as CPOs the same information that it is requiring 

from entities solely registered as CPOs. Additionally, the Commission notes that to the extent that 

the entity registered as the CPO for the registered investment company is registered as an 

investment adviser and is required to file Form PF with the SEC, the activities of the registered 

investment company may be reported on Form PF as well.

The Commission further believes that the same reasoning applies with respect to the 

collection of data from family offices. To enable the Commission to evaluate a potential family 

offices exemption following the collection and analysis of data regarding their activities, the 

Commission believes that it is essential that family offices remain subject to the data collection 

requirements to the extent that such entities are not entitled to claim relief pursuant to the 

Commission’s interpretative guidance regarding family offices. 

One commenter recommended that the Commission clarify the filing obligations for CPOs 

and CTAs that are required to file Form PF with the SEC and to streamline the reporting 

obligations.155 Another commenter argued that a very large private fund that has a limited amount 

of derivatives trading should not be subject to Schedule C of Form CPO-PQR.156 As stated in the 

Proposal, CPOs that are dually registered with the SEC and that file Form PF must still file 

Schedule A with the Commission, and CTAs must still file Form CTA-PR. The Commission 

 

155 See Fidelity Letter.

156 See AIMA Letter; SIFMA Letter; and Fidelity Letter.
56

intends to adopt § 4.27 as proposed and permit dual registrants to file Form PF with the SEC in 

lieu of completing Schedules B and/or C of Form CPO-PQR. The Commission never intended to 

require very large dual registrants to file anything more than the general identifying information 

required on Schedule A with the Commission, and neither § 4.27 nor the forms require dual 

registrants to file Schedules B or C if they are filing Form PF. 

The Commission has modified both Schedule A of Form CPO-PQR and Form CTA-PR so 

that both documents are only soliciting general demographic data. The Commission has moved 

Question 12, which asked for information regarding position information, from proposed Schedule 

A to Schedule B of Form CPO-PQR in an effort to avoid collecting redundant information from 

dual registrants. Additionally, the Commission is not adopting Schedule B from Form CTA-PR, 

and therefore, will be limiting the information collected from registered CTAs to demographic data 

and the names of the pools advised by the CTA. 

One commenter questioned whether the information collected on Forms CTA-PR and 

CPO-PQR will provide the Commission with real-time data that will enable it to have an accurate 

and timely picture of a CTA’s activities and operating status.157 The Commission recognizes the 

limitations of the data collection instruments with respect to the timeliness of the information 

requested. The Commission believes, however, that the forms strike the appropriate balance 

between the time needed to compile complex data and the Commission’s need for timely 

information. Moreover, the Commission believes that the information required on Form CPOPQR and CTA-PR will be useful because it will allow the Commission to better deploy its 

enforcement and examination resources.

 

157 See Barnard Letter.
57

Another commenter questioned whether the Commission possessed the staffing and 

financial resources necessary to meaningfully use such data as part of its oversight.158 The 

Commission recognizes that the resources available to it are limited. To that end, the Commission, 

as stated in the Proposal, intends to coordinate with the NFA to accomplish the analysis necessary 

to make full use of the data collected from Commission registrants. 

In addition, the Commission intends for the data to be collected from registrants in an 

electronic format, which will enable the Commission to leverage its technology and to require less 

intensive staff time to achieve the desired results. The use of an electronic format will enable the 

FSOC to conduct additional analysis of the data collected in the event that the FSOC requests such 

information from the Commission, without significant consumption of Commission resources. For 

these reasons, the Commission believes that it has the tools necessary to make full use of the data 

that it intends to collect on Forms CPO-PQR and CTA-PR, notwithstanding the Commission’s 

current staffing and financial resources. 

2. Comments Regarding the Reporting Thresholds

The Commission received several comments regarding the appropriate reporting thresholds 

for the various schedules of Form CPO-PQR.159 The commenters stated that $150 million in assets 

under management was too low of a threshold for entities to be categorized as mid-sized and 

required to file Schedule B. Rather, the commenters urged the Commission to increase the 

threshold to $500 million in assets under management.160 The Commission believes that $150 

million in assets under management is still the appropriate threshold for mid-sized CPOs. The 

Commission will retain this threshold because it is consistent with the threshold for advisers filing 

 

158 See Dechert Letter.

159 See AIMA Letter; MFA II Letter; Seward Letter. See also, AIMA II Letter.

160 See AIMA Letter.
58

Section 1 of Form PF, which is substantively similar to Schedule B of Form CPO-PQR, and it will 

ensure comparable treatment of entities of similar magnitude. 

These commenters also suggested that the Commission increase the threshold for large 

CPOs from $1 billion to $5 billion in assets under management.161 The Commission has decided 

not to increase the large CPO threshold to $5 billion. The Commission has decided, however, to 

increase the threshold from $1 billion to $1.5 billion. The Commission believes that increasing the 

threshold to $1.5 billion will reduce the number of CPOs required to file Schedule C of Form 

CPO-PQR, but will still represent a substantial portion of the assets under management by 

registered CPOs. Moreover, the Commission notes that this modification is consistent with the 

revised threshold for large hedge fund advisers that it recently adopted with respect to Form PF.162 

The Commission believes that increasing the threshold beyond $1.5 billion could limit the 

Commission’s access to information necessary to oversee entities that could pose a risk to the 

derivatives markets or the financial system as a whole. 

3. Comments Regarding Harmonization with the SEC’s Compliance Regime

The Commission received numerous comments on harmonizing Forms CPO-PQR and 

CTA-PR with Form PF.163 The Commission has considered comments received on the Form PF 

proposed jointly with the SEC that address harmonization of the CFTC and SEC forms in addition 

to the comments received specifically on the Proposal. Two commenters argued that the 

Commission and the SEC should use the same metrics for measuring assets under management for 

 

161 See AIMA Letter; MFA II Letter; Seward Letter.

162 76 FR 71128, 71135 (Nov. 16, 2011).

163 See AIMA Letter; MFA II Letter; Dechert Letter; Seward Letter; IAA Letter; Fidelity Letter; AIMA II Letter; K&L 

Letter; MFA Letter; and SIFMA Letter.
59

purposes of determining filing obligations.164 As noted several times in this preamble, the 

Commission has sought to harmonize Forms CPO-PQR and CTA-PR to the extent possible; 

however, it is not appropriate in all circumstances. For example, the SEC and the CFTC use 

different methods for determining the threshold for reporting assets under management. In order 

to determine whether a CPO meets the asset threshold for classification as a mid-sized or large 

CPO, Form CPO-PQR requires the use of the aggregated gross pool assets under management. 

Conversely, Form PF defines “regulatory assets under management” as the gross value of the 

securities portfolio as reported on the SEC’s Form ADV.165 Additionally, Form CPO-PQR uses 

net assets under management as the method for determining whether a commodity pool is a large 

commodity pool for filing purposes, whereas Form PF uses net regulatory assets. In the 

Commission’s view, gross assets under management and net asset value are more appropriate 

means for determining filing obligations for CPOs and large commodity pools because entities 

registered with the Commission are familiar with the use of net asset value for other purposes 

including determining the required frequency of reporting to participants.166 Moreover, the 

Commission believes that it is inappropriate for it to incorporate the SEC definitions of regulatory 

assets under management and net regulatory assets under management into Form CPO-PQR as 

those terms are not consistent with the existing CFTC regulatory framework.167 The use of net 

asset value is consistent with the longstanding utilization of net asset value in U.S. GAAP and in 

 

164 See AIMA Letter; and MFA II Letter.

165 Form PF defines net assets under management as regulatory assets under management less liabilities 76 FR 71128, 

71136 (Nov. 16, 2011).

166 Id.

167 Id. Additionally, the Commission notes that Form PF also asks for net assets under management in question 3 of 

Section 1.
60

the Commission’s regulations.168 Therefore, the Commission does not believe that its use of net 

asset value requires any additional calculation by dual registrants beyond that required to complete

Form PF. 

Several commenters argued that the Commission does not need to collect information 

through Forms CPO-PQR and CTA-PR because it already receives information through the Large 

Trader Reporting System and Form 40.169 Large Trader Reporting and Form 40 do not provide the 

information regarding the relationship between a large position held by a pool and the rest of the 

pool’s other derivatives positions and securities investments. The Commission believes that the 

scope of information sought through Forms CPO-PQR and CTA-PR will provide it with 

substantially more detail regarding the activities of entities engaged in derivatives trading and will 

better enable it to assess the risk posed by a pool or CPO as a whole.

Several commenters also urged the Commission to consider coordinating with the SEC to 

promulgate a single form.170 The Commission believes that it is most efficient for Commissiononly registrants to use a form that is based upon the format of NFA’s Form PQR, with which 

current registrants are already familiar. Currently registered CPOs have been filing NFA’s Form 

PQR on a quarterly basis for more than one year and have experience using NFA’s interface for 

the collection of data. The Commission recognizes that new registrants will not have any 

experience with NFA’s Form PQR or NFA’s filing system; however, the same would be true if the 

Commission were to implement an altogether new system. Therefore, the Commission believes 

that by continuing to use the system developed by NFA for collecting data from CPOs and CTAs, 

 

168 See, e.g., 17 CFR 4.22.

169 See Fidelity Letter; and K&L Letter.

170 See AIMA II Letter; Seward Letter; MFA Letter; AIMA Letter; and SIFMA Letter.
61

it is minimizing the burden on current registrants because they will not be required to learn a new 

system, without adding any additional burden to new registrants.

Several commenters raised concerns about how affiliated entities will be treated on the 

forms.171 The Commission believes that affiliated entities should be permitted, but should not be 

required, to report on a single form with respect to all affiliates and the pools that they advise. 

This position is consistent with the treatment of affiliated entities on Form PF. Furthermore, the 

Commission believes that where a pool is operated by one or more co-CPOs, only one CPO should 

report on the activities of the jointly operated pool, but that CPO must disclose the identities of the 

other co-CPOs. The Commission believes that this will eliminate the potential for double counting 

of pool assets if all co-CPOs were required to report on the jointly operated pool.

4. Comments Regarding Funds of Funds 

The Commission also received one comment regarding issues unique to fund of funds and 

feeder funds.172 Specifically, this commenter asserted that funds of funds that invest in unaffiliated 

commodity pools are “not in the business of trading commodity interests,” and therefore, should 

not be subject to reporting obligations on Form CPO-PQR.173 This commenter further argues that 

funds of funds reporting is not necessary because either the Commission or the SEC will oversee 

the investee fund and that funds of funds likely do not have access to information with sufficient 

detail to respond to the questions in Form CPO-PQR regarding size, strategy, or positions held by 

the investee fund.174 

 

171 See MFA II Letter; MFA Letter; AIMA Letter; SIFMA Letter; and Seward Letter.

172 See MFA II Letter.

173 Id.

174 Id.
62

The Commission disagrees with the commenter’s assertion that funds investing in 

unaffiliated commodity pools are not in the business of trading commodity interests. Although it 

is true that the fund does not directly engage in such trading, it is the position of the Commission 

that a fund investing in an unaffiliated commodity pool is itself a commodity pool. This 

interpretation is consistent with the statutory definition of commodity pool, which draws no 

distinctions between direct and indirect investments in commodity interests.175 Moreover, the 

Commission believes that permitting indirect investment in commodity interests to occur without 

Commission oversight would create an incentive for entities to avoid direct investment in 

commodity interests and possibly increase the opacity of the market. Therefore, the Commission 

concludes that a fund that invests in an unaffiliated commodity pool is a commodity pool for 

purposes of the CEA and the Commission’s regulations promulgated thereunder.

With respect to the commenter’s assertion that the funds of funds need not report because 

the investee fund will be subject to the jurisdiction of either the Commission or the SEC, the 

Commission must again disagree. As the commenter itself noted in its comment, the funds of 

funds could be invested in a fund whose adviser or operator is not required to report due to 

exemptive relief granted by either the Commission or the SEC. The Commission acknowledges 

that a fund of funds may not have access to the kind of information necessary to respond to all of 

the data elements in Schedules B and C with respect to the investment activities of its investee 

funds. Nevertheless, the Commission believes that requiring basic information about the 

investment in the investee funds without requiring that funds of funds complete the additional 

detail strikes an appropriate balance between recognizing the limitations of the information 

 

175 See 7 U.S.C. 1a(11).
63

available to funds of funds and enabling the Commission to analyze and monitor the levels of 

interconnectedness among a CPO’s funds. The Commission believes that a fund of funds should 

still be required to provide at a minimum the name of the investee fund(s) and the size of its 

investment(s) in such funds. 

Accordingly, the Commission is adding a question to Schedule A of Form CPO-PQR 

requesting the names of the investee funds and the size of the fund of funds’ investment in the 

investee funds. The Commission is also adding an instruction to Form CPO-PQR permitting the 

CPO of a fund of funds to exclude any assets invested in the equity of commodity pools or private 

funds for purposes of determining the CPO’s reporting obligations. The CPO must, however, treat 

these assets consistently for purposes of Form CPO-PQR. For example, an adviser may not 

include these assets for purposes of certain questions such as those regarding borrowing, but 

disregard such assets for purposes of determining the reporting thresholds. This new instruction 

will permit a CPO to disregard investments in commodity pools or private funds, but would not 

allow a CPO to disregard the liabilities of the fund, even if incurred due to the investment in the 

underlying fund. Moreover, if any of the CPO’s commodity pools invests substantially all of its 

assets in the equity of other commodity pools or private funds and, aside from those investments, 

holds only cash, cash equivalents, and instruments intended to hedge currency risk, the CPO may 

complete only Schedules A and B with respect to that fund and otherwise disregard such assets for 

reporting purposes. These instructions are consistent with those instructions adopted as part of the 

joint Form PF, and the Commission believes that this treatment of funds of funds reduces the 

burden of reporting for CPOs and improves the quality of the data obtained by the Commission. 

Therefore, the Commission is adding a general question regarding funds of funds, but is otherwise 
64

permitting CPOs to disregard the assets of such funds that are invested in other commodity pools 

or private funds for reporting purposes.

5. Adopted Modifications to Form CPO-PQR

The Commission has decided to make several additional revisions to Form CPO-PQR in 

addition to those discussed previously. The Commission believes that these revisions are 

necessary to provide clarification, decrease the burden imposed on registrants, and further 

harmonize Form CPO-PQR with Form PF.

a. Instructions

As discussed previously, the Commission has decided to revise certain instructions 

governing the completion of Form CPO-PQR. Specifically, the Commission has determined that it 

is appropriate to raise the threshold for large CPOs from $1 billion to $1.5 billion in an effort to 

reduce the number of CPOs required to report on a quarterly basis and respond to commenters’ 

concerns, but still provide the Commission with the information necessary to effectively oversee 

such large market participants. The Commission has also determined to modify the frequency of 

reporting for filers of Form CPO-PQR. As adopted, all CPOs, other than large CPOs, will be 

required to file Schedule A on an annual basis; mid-size CPOs will be required to file Schedule B 

on an annual basis; and large CPOs will be required to file Schedules A, B, and C on a quarterly 

basis. 

The Commission received several comments asserting that the 15-day period for reporting 

was not sufficient to permit reporting CPOs to complete and file the form and all suggested 
65

extending the period to 30 or 45 days.176 The Commission agrees that reporting CPOs will need 

additional time in which to submit the various schedules of Form CPO-PQR. 

Upon further consideration, the Commission believes that it is appropriate to require all 

CPOs, other than large CPOs, to file Schedule A within 90 days of the end of the calendar year. 

This time period coincides with the annual questionnaire required by NFA of its entire population 

of member CPOs and with the vast majority of annual report filings for commodity pools. The 

revised deadline will enable CPOs, other than large CPOs, to benefit from the availability of the 

NFA annual questionnaire and the availability of the information in CPO annual report filings. 

Moreover, because the Commission has transferred the pool position information from Schedule A 

to Schedule B, the Commission believes that non-large CPOs should be able to comply with filing 

basic demographic data within 90 days. 

With respect to mid-sized CPOs filing Schedule B, the Commission believes that 90 days is 

an adequate time period for compiling data and completing that schedule. The Commission notes 

that CPOs are generally required to file annual reports for their pools within 90 days of their fiscal 

year end, most of which coincide with the calendar year end. The Commission believes that the 

alignment of pools’ fiscal years with the calendar year end should facilitate the preparation of 

Schedule B and reduce the burden imposed on mid-size CPOs because some of the information 

required will be similar to that included in a pool’s annual financial statements. 

With respect to the quarterly reporting by large CPOs on Schedules A, B, and C, the 

Commission believes that 60 days is a sufficient amount of time to complete those schedules for 

large CPOs. The Commission notes that the entities required to file on a quarterly basis have a 

 

176 See NFA Letter; Seward Letter; and AIMA Letter.
66

significant amount of assets under management, and as such, the Commission anticipates that such 

entities routinely generate the type of information requested on Schedules B and C as part of their 

internal governance. Accordingly, the Commission will require large CPOs to file Schedules B 

and C within 60 days following the end of the reporting period as defined in Form CPO-PQR.

In October 2011, the Commission adopted Form PF as a joint reporting form with the SEC. 

The terms of Form PF permit dually registered entities that are filing the form for their private 

funds under advisement to report on the activities of their other commodity pools as well. Entities 

that choose to file Form PF for all of their funds under advisement will still be required to file 

Schedule A on an annual basis, which is consistent with the terms of the Proposal. The 

instructions of Form CPO-PQR have been modified to reflect this change.

The Commission has also determined to omit the statement that the failure to answer all 

required questions completely and accurately may severely impact your ability to operate. The 

Commission does not believe that such language is necessary to inform registered CPOs of their 

obligations under the CEA and the Commission’s regulations to comply with such obligations in 

good faith.

Additionally, the Commission has concluded that it should clarify the obligations of coCPOs of a pool with respect to the submission of Form CPO-PQR. The Commission has amended 

the instructions to the form to clarify that for co-CPOs, the CPO with the greater assets under 

management overall is required to report for the co-operated pool. Furthermore, if a pool is 

operated by co-CPOs and one of the CPOs is also a registered investment adviser, the noninvestment adviser CPO will still be obligated to file the applicable sections of Form CPO-PQR 

regardless of whether the investment adviser CPO filed a Form PF. The Commission believes that 
67

this will prevent the possibility of double counting and unnecessary duplicative filings regarding 

co-operated pools.

b. Schedule A

Schedule A seeks basic identifying information about the CPO, each of its pools, and any 

services providers used. The Commission has decided to adopt Schedule A as proposed with the 

following revisions. In question 3 of part 2, the Commission has added a question asking whether 

the pool is operated by co-CPOs and for the name of the other CPO(s). This question will enable 

the Commission to ensure that only one CPO is filing with respect to each co-operated commodity 

pool. In addition, question 12 of part 2, which asked for information regarding the pool’s trading 

strategies, has been moved to Schedule B, both in response to a commenter’s suggestion177 and in 

an effort to ensure that dual registrants are not required to file extensive duplicative information on 

Schedule A that they are already providing on Form PF. 

The Commission added a question asking for the telephone number and email for the 

contact person for the reporting CPO as this was inadvertently omitted in the Proposal. Also, the 

Commission added a subpart h. to question 10 regarding the base currency used by the CPO for the 

particular pool for which it is reporting. This question was inadvertently omitted but is necessary 

for the Commission to fully utilize the information reported regarding the changes in the pool’s 

assets under management. 

The Commission added subparts to question 12 regarding prospective risks for the 

imposition of “gates” and restrictions on redemption of participant withdrawals. The terms of 

question 12, as proposed, only seek information on a retrospective basis, which, although useful to 

 

177 See AIMA Letter.
68

the Commission in assessing overall issues regarding the imposition of restrictions on redemption, 

does not assist the Commission in assessing possible sources of prospective risk to the market and 

pool participants. Moreover, question 12, as proposed, did not capture information about pools 

that have procedures in place governing the imposition of restrictions on redemptions, but whose 

restrictions have not been triggered. The Commission believes that the modifications to this 

question solicits such information and will provide the Commission with a more complete 

understanding of the role of restrictions on redemptions in the operation of commodity pools. 

Moreover, the Commission believes that the request for additional information regarding the 

potential imposition of restrictions on redemptions is consistent with the tenor and intent of 

question 12 as proposed.

The Commission also has made numerous non-substantive technical amendments in 

Schedule A, including formatting corrections, the deletion of the term “carrying” from question 5 

in part 2, and the addition of two months that were inadvertently omitted from the monthly rate of 

return table in part 2, question 11. 

c. Schedule B

Mid-sized and large CPOs will be required to complete Schedule B, which will solicit data 

about each pool operated by these CPOs. The Commission has decided to adopt Schedule B with 

the following revisions.

In question 1, subpart d, the Commission has decided to change the format of the question 

from a pull-down list of options to a chart, consistent with the format used for substantively 

identical question 20, section 1c in Form PF. The Commission believes that the chart format 

change will add clarity to the question and will facilitate the completion by registrants. The 

Commission also has added a column requesting the percentage of the pool’s capital invested in 
69

each strategy. This additional information aligns Form CPO-PQR with the information requested 

in Form PF and also provides the Commission with the means to assess the risk that a pool derives 

from its borrowing activities.

The Commission has also amended question 1 to add a subpart g asking the reporting CPO 

to report the percentage of the commodity pool’s net asset value that is traded pursuant to a high 

frequency trading strategy. This subpart previously appeared as part of the chart in question 1 

regarding investment strategies. The Commission believes that denoting the issue of high 

frequency trading as its own subpart of question 1 will enhance the clarity of the question and 

make the data gained by the Commission more usable in its assessment of risks posed to the 

derivatives markets.

The Commission is amending question 2 to include the percentage of a pool’s borrowings 

from U.S. and non-U.S. creditors that are not “financial institutions,” as that term is defined in 

Form CPO-PQR, as separate line items. This revision parallels the structure of subparts b and c of 

that question.

Finally, the Commission has made several non-substantive corrections/alterations, 

including modifying the format of question 3 to provide a more user-friendly interface for 

reporting funds and combining several subparts into charts, correcting a typographical error in 

question 5, adding the question that was formerly question 12 of Schedule A to Schedule B as 

question 6, and expanding several categories of investments to provide a parallel level of detail 

among the asset classes.

d. Schedule C
70

Schedule C requests information about the pools operated by large CPOs on an aggregated 

and pool by pool basis. The Commission is adopting Schedule C as proposed with the following 

revisions.

Part 1

The questions in part 1 of Schedule C seek information for all of the pools operated by the 

large CPO on an aggregate basis.

Question 1 requires a CPO to report a geographical breakdown of investments held by the 

pools that it operates. The Commission has modified this question to require a less detailed 

breakdown by focusing on regions as opposed to individual countries and has added a separate 

disclosure regarding investment in certain countries of interest. The Commission expects that this 

revision will reduce the burden of responding to this question because the less granular categories 

should permit more CPOs to rely on classifications that they already use. 

The Commission has determined that question 3, which seeks information regarding the 

duration of the pools’ fixed income investments on an aggregate basis, is redundant in light of 

question 9 in part 2 of Schedule C. Question 9 in part 2 of Schedule C asks for the same 

information on a pool by pool basis. For that reason, the Commission has deleted question 3 from 

part 1 of Schedule C.

Part 2

Part 2 of Schedule C seeks information from large CPOs on an individual pool basis for 

each operated “large pool” as that term is defined in Form CPO-PQR. The Commission has 

revised subpart c of question 3 to be a yes/no response with respect to whether the pool used a 

central clearing counterparty (“CCP”) during the reporting period. The Commission believes that 

this is less burdensome and provides it with sufficient information regarding the use of CCPs 
71

because the CPO’s relationship is with the swap dealer, futures commission merchant, or direct 

clearing member rather than directly with the CCP.

In subpart b of question 4, the Commission has made several revisions correcting the 

technical terminology used with respect to “value at risk” (“VaR”). These revisions are nonsubstantive. The Commission also added a new subpart c to question 4, which asks the CPO 

whether it uses any metrics other than VaR for risk management purposes for the reporting fund. 

The Commission believes that this information will be useful as it continues to amend Form CPOPQR as necessary to obtain relevant information from registrants. Because of the addition of a 

new subpart c to question 4, subpart c of question 4 as proposed has been redesignated as subpart d 

of question 4. The Commission also added a category of “relevant/not formally tested” to subpart 

d of question 4 in an effort to capture all possible opinions of the reporting CPO with respect to the 

listed market factors. The Commission believes that this modification will reduce the burden on 

reporting CPOs because fewer CPOs will need to provide detailed responses, and because those 

CPOs without existing quantitative models will not be required to build or acquire them to respond 

to the question. The Commission continues to believe that this question will provide valuable risk 

information to the Commission with respect to specific large pools.

The Commission is revising subpart a of question 5 to include the percentage of a pool’s 

borrowings from U.S. and non-U.S. creditors that are not “financial institutions” as that term is 

defined in Form CPO-PQR, as separate line items. This revision parallels the structure of the 

question as proposed with respect to financial institutions.

The Commission is also amending question 9, regarding the duration of each large pool’s 

fixed income instruments. This question, as amended, requires the CPO to report the duration, 

weighted average tenor, or 10-year equivalents of fixed income portfolio holdings, including asset-
72

backed securities. This is a difference from the question as proposed, which would have required 

all large CPOs to report duration. Through this revision, the Commission is giving large CPOs the 

option of instead reporting weighted average tenor or 10-year bond equivalents because the 

Commission understands that CPOs may use a wide range of metrics to measure interest rate 

sensitivity. The Commission expects that this revised approach will reduce the burden on CPOs 

because they will generally be able to utilize their existing practices when providing this 

information on the form. 

6. Form CTA-PR

The Commission received several comments regarding the content of Form CTA-PR.178 

Most commenters urged the Commission to eliminate the form in its entirety.179 Although the 

Commission does not believe that the complete elimination of Form CTA-PR is appropriate, it 

believes that Schedule B of the form contains redundant information that will already be collected 

through Form CPO-PQR. To reduce the burden on CTAs, the Commission will eliminate 

Schedule B. Instead, the Commission has decided to adopt only Schedule A of Form CTA-PR and 

will add a question asking the reporting CTA to identify the pools under its advisement so that the 

Commission can analyze the relationships among the various registrants to better assess sources of 

risk to the market and measure their potential reach. Because Form CTA-PR will be limited to 

demographic data, the Commission believes that it is appropriate for CTAs to file the form on an 

annual basis within 45 days of the end of the fiscal year. Therefore, the Commission has amended 

the text of § 4.27 to reflect this modification of the reporting obligations of CTAs.

7. Implementation

 

178 See, e.g., IAA Letter; MFA II Letter; AIMA Letter; SIFMA Letter; and Fidelity Letter.

179 Id.
73

The effective date for § 4.27 and Forms CPO-PQR and CTA-PR is July 2, 2012. The 

Commission is adopting a two-stage phase-in period for compliance with Form CPO-PQR filing 

requirements. The compliance date for § 4.27 is September 15, 2012 for any CPO having at least 

$5 billion in assets under management attributable to commodity pools as of the last day of the 

fiscal quarter most recently completed prior to September 15, 2012. Therefore, a CPO with $5 

billion in commodity pool assets under management as of June 30, 2012, must file its first Form 

CPO-PQR within 60 days following September 30, 2012. Reporting CPOs must file all schedules 

of Form CPO-PQR. 

For all other registered CPOs and all CTAs, the compliance date for § 4.27 is December 15, 

2012. As a result, most advisers must file their first Form CPO-PQR or CTA-PR based on 

information as of December 31, 2012. This delay in compliance should allow sufficient time for 

CPOs and CTAs to develop systems for collecting the information required on the forms and 

prepare for filing. The Commission anticipates that this timeframe will also enable the NFA to 

have adequate time to program a system to accept the filings. The Commission has determined 

that the extension of the compliance dates is necessary because the rule and forms are being 

adopted later than expected.

G. Amendments to §§ 145.5 and 147.3: Confidential treatment of data collected on 

Forms CPO-PQR and CTA-PR.

As the Commission stated in the Proposal, the collection of certain proprietary information 

through Forms CPO-PQR and CTA-PR raises concerns regarding the protection of such 

information from public disclosure.180 The Commission received two comments requesting that 

 

180 76 FR 7976, 7982 (Feb. 12, 2011).
74

the Commission treat the disclosure of a pool’s distribution channels as nonpublic information,181

and numerous other comments urging the Commission to be exceedingly circumspect in ensuring 

the confidentiality of the information received as a result of the data collections.182 

The Commission agrees that the distribution and marketing channels used by a CPO for its 

pools may be sensitive information that implicates other proprietary secrets, which, if revealed to 

the general public, could put the CPO at a competitive disadvantage. Accordingly, the Commission 

is amending §§ 145.5 and 147.3 to include question 9 of Schedule A of Form CPO-PQR as a 

nonpublic document. 

Additionally, the Commission is amending §§ 145.5 and 147.3 to remove reference to 

question 13 in Schedule A of Form CPO-PQR because such question no longer exists due to 

amendments to that schedule. Similarly, the Commission will be designating question subparts (c) 

and (d) of question 2 of Form CTA-PR as nonpublic because it identifies the pools advised by the 

reporting CTA. 

Therefore, as adopted, the parts of Form CPO-PQR that are designated nonpublic under 

parts 145 and 147 of the Commission regulations are:

 Schedule A: Question 2, subparts (b) and (d); Question 3, subparts (g) and (h); Question 9; 

Question 10, subparts (b), (c), (d), (e), and (g); Question 11; and Question 12.

 Schedule B: All.

 Schedule C: All; and

 Form CTA-PR: question 2, subparts c and d.

 

181 See MFA II Letter and Seward & Kissel Letter.

182 See Roundtable transcript. Commission staff also had numerous meetings with commenters that addressed this 

issue of confidentiality of information.
75

H. Conforming Amendments to Part 4.

As a result of the amendments adopted herein, the Commission must amend various 

provisions in part 4 of the Commission’s regulations for purposes of making conforming changes. 

Specifically, the Commission is deleting references to repealed § 4.13(a)(4) in other sections of the 

Commission’s regulations.

III. Related Matters.

A. Regulatory Flexibility Act.

The Regulatory Flexibility Act (RFA)183 requires that agencies, in proposing rules, consider 

the impact of those rules on small businesses. The Commission has previously established certain 

definitions of “small entities” to be used by the Commission in evaluating the impact of its rules on 

such entities in accordance with the RFA.184 

CPOs: The Commission has determined previously that registered CPOs are not small entities 

for the purpose of the RFA.185 With respect to CPOs exempt from registration, the Commission 

has previously determined that a CPO is a small entity if it meets the criteria for exemption from 

registration under current Rule 4.13(a)(2).186 Such CPOs will continue to qualify for either 

exemption or exclusion from registration and therefore will not be required to report on proposed 

Form CPO-PQR; however, they will have an annual notice filing obligation confirming their 

eligibility for exemption or exclusion from registration and reporting. The Commission estimates 

that the time required to complete this new requirement will be approximately 0.25 of an hour, 

which the Commission has concluded will not be a significant time expenditure. The Commission 

 

183 See 5 U.S.C. 601, et seq.

184 47 FR 18618 (April 30, 1982).

185 See 47 FR 18618, 18619, Apr. 30, 1982.

186 See 47 FR at 18619-20.
76

has determined that the proposed regulation will not create a significant economic impact on a 

substantial number of small entities. 

CTAs: The Commission has previously decided to evaluate, within the context of a particular 

rule proposal, whether all or some CTAs should be considered to be small entities, and if so, to 

analyze the economic impact on them of any such rule.187 Form CTA-PR is proposed to be 

required of all registered CTAs, which necessarily includes entities that would be considered 

small. The majority of the information requested on Form CTA-PR is information that is readily 

available to the CTA or readily calculable by the CTA, regardless of size. Therefore, the 

Commission estimates that the time required to complete the items contained in Form CTA-PR 

will be approximately 0.5 hours as it is comprised of only two questions, which solicit information 

that is expected to be readily available. The Commission has determined that Form CTA-PR will 

not create a significant economic impact on a substantial number of small entities. Accordingly, 

the Chairman, on behalf of the Commission, hereby certifies pursuant to 5 U.S.C. 605(b) that the 

proposed rules, will not have a significant impact on a substantial number of small entities.

The Commission did not receive any comments on its analysis of the application of the 

RFA to the instant part 4 amendments.

B. Paperwork Reduction Act.

This rulemaking contains information collection requirements. The Paperwork Reduction 

Act (“PRA”) imposes certain requirements on Federal agencies in connection with their 

conducting or sponsoring any collection of information as defined by the PRA.188 An agency may 

not conduct or sponsor, and a person is not required to respond to, a collection of information 

 

187 See 47 FR at 18620.

188 See 44 U.S.C. 3501 et seq.
77

unless it displays a currently valid control number from the Office of Management and Budget 

(“OMB”). 

The Commission is amending Collection 3038-0023 to allow for an increase in response 

hours for the rulemaking resulting from the rescission of §§ 4.13(a)(4) and the modification of § 

4.5. This amendment differs from that in the Proposal due to the Commission’s decision to retain 

the exemption set forth in §4.13(a)(3). The Commission is amending Collection 3038-0005 to 

allow for an increase in response hours for the rulemaking associated with new and modified 

compliance obligations under part 4 of the Commission’s regulations resulting from these 

revisions. The titles for these collections are “Part 3 – Registration” (OMB Control number 3038-

0023) and “Part 4 – Commodity Pool Operators and Commodity Trading Advisors” (OMB Control 

number 3038-0005). Responses to this collection of information will be mandatory. 

Both amendments differ from those set forth in the Proposal due to comments received 

asserting that, absent harmonization of the Commission’s compliance regime for CPOs with that of 

the SEC for registered investment companies, entities operating registered investment companies 

that would be required to register with the Commission would not be able to comply with the 

Commission’s regulations and would have to discontinue its activities involving commodity 

interests.189 The Commission acknowledges that there are certain provisions of its compliance 

regime that conflict with that of the SEC and that it would not be possible to comply with both. 

For this reason, the Commission is considering issuing a notice of proposed rulemaking regarding 

the areas of potential harmonization between the Commission’s compliance obligations and those 

of the SEC. Until such time as the harmonized compliance regime is adopted as final rules, the 

 

189 See, e.g., ICI Letter, Fidelity Letter, Dechert III Letter. 
78

Commission will not be requiring compliance with the provisions of § 4.5 for registered 

investment companies. Therefore, the Commission is excluding § 4.5 compliance from the PRA 

burden calculation for these final rules, and is recalculating the information collection 

requirements associated with § 4.5 in the proposed harmonized compliance rules.

The Commission will protect proprietary information according to the Freedom of 

Information Act (“FOIA”) and 17 CFR part 145, “Commission Records and Information.” In 

addition, section 8(a)(1) of the CEA strictly prohibits the Commission, unless specifically 

authorized by the CEA, from making public “data and information that would separately disclose 

the business transactions or market position of any person and trade secrets or names of 

customers.”190 The Commission is also required to protect certain information contained in a 

government system of records according to the Privacy Act of 1974.191

1. Additional Information Provided by CPOs and CTAs.

a. OMB Control Number 3038-0023.

Part 3 of the Commission’s regulations concern registration requirements. The 

Commission is amending existing Collection 3038-0023 to reflect the obligations associated with 

the registration of new entrants, i.e., CPOs that were previously exempt from registration under §§ 

4.5 and 4.13(a)(4), that had not previously been required to register. The Commission is omitting 

those CPOs continuing to claim relief under § 4.13(a)(3), as that section will remain effective, and 

those CPOs that would be required to register under revised § 4.5, as those entities will not be able 

to register and comply with the Commission’s compliance obligations until such time as the 

harmonization of its requirements with those of SEC is finalized. Because the registration 

 

190 See 7 U.S.C. 12.

191 See 5 U.S.C. 552a.
79

requirements are in all respects the same as for current registrants, the collection has been amended 

only insofar as it concerns the increased estimated number of respondents and the corresponding 

estimated annual burden.

Accordingly, the Commission is amending existing Collection 3038-0023 to provide, in the 

aggregate: 

Estimated number of respondents: 75,425

Annual responses by each respondent: 75,932

Estimated average hours per response: 0.09

Annual reporting burden: 6,833.9

In addition to the reporting burdens, each CPO or CTA not previously subject to 

registration will be obligated to submit a $200 registration fee, an $85 registration fee for each 

associated person, and a $15 fee for fingerprinting services for each associated person. Those 

entities that do not already provide certified annual reports will now incur public accounting costs 

as a result of the newly adopted rules requiring certification. Moreover, the Commission 

anticipates that reporting entities may hire external service providers, such as law firms or 

accounting firms, to prepare and submit some of the documents required both in Collection 3038-

0023 and in Collection 3038-0005, which is accounted for below.

b. OMB Control Number 3038-0005.

Part 4 of the Commission’s regulations concerns the operations of CTAs and CPOs, and the 

circumstances under which they may be exempted or excluded from registration. Under existing 

Collection 3038-0005 the estimated average time spent per response has not been altered; 

however, adjustments have been made to the collection to account for current information 

available from NFA concerning CPOs and CTAs registered or claiming exemptive relief under the 
80

part 4 regulations, and the new burden expected under proposed § 4.27. The Commission 

estimates that a total of 300 entities annually will file the Notice of Exemption from CTA 

Registration under § 4.14(a)(8), with an estimated burden of 0.5 hours per notice filing. An 

estimated 253 entities will annually file 7,890 Notices of Exclusion from CPO Definition under § 

4.5, with an estimated burden of 0.5 hours per notice filing. The rules also require certain reports 

by each entity registered as a CPO or CTA. These include certain disclosure documents, pool 

account statements and pool annual reports, and requests for extensions of the annual report 

deadline. The Commission estimates that 180 entities will prepare an average of 1.5 pool account 

statements as required under §4.22(a) an average of 9 times per year, with a per-response burden 

of 3.85 hours. The Commission estimates that these same 180 entities will prepare and file an 

average of 1.5 annual reports, with a burden of 9.58 hours per report. In addition, the Commission 

anticipates that 962 entities will file a request for a deadline extension for the annual report each 

year, with a burden of 0.5 hours per request.

These burden estimates, together with those associated with the increases necessary to 

account for the filing of forms CPO-PQR, PF, and CTA-PR discussed below, will result in an 

amendment to Collection 3038-0005 to provide, in the aggregate:

Estimated number of respondents: 43,168 

Annual responses for all respondents: 61,868

Estimated average hours per response: 8.77

Annual reporting burden: 257,635.8

Proposed § 4.27 is expected to be the main reason for the increased burden under 

Collection 3038-0005. 
81

The Commission has amended its burden estimates with respect to Form CPO-PQR to 

reflect the fact that dually registered entities that operate pools that are not private funds may 

report the activities for such funds on Form PF.192 The Commission expects that any entity that is 

eligible to file form PF will file that form and not the form CPO-PQR, and has excluded from the 

estimates for form CPO-PQR those entities. As most of the burden associated with filing form PF 

for CPOs newly required to register with the Commission has been accounted for by the 

Commission in an information collection request associated with a rulemaking adopted jointly 

with the SEC, the amendment to Collection 3038-0005 accounts only for the burden of filing form 

PF by dually registered CPOs for pools that are not private funds as defined in the joint 

rulemaking. 

i. Comments on § 4.27 Reporting Requirements

The Commission received numerous comments in response to proposed § 4.27, and in 

response has adopted a number of cost-mitigating measures. Several commenters questioned 

whether the data collection was necessary for the Commission’s oversight of its registrants.193 

Others asserted that certain groups, such as registered investment companies or family offices, 

should be exempted from completing the data collection.194 In the Commission’s judgment, in

order to fulfill the Commission’s systemic-risk mitigation mandate, it is necessary to obtain 

 

192 Based on information that the Commission received from registrants on their annual financial report filings, the 

Commission determined that 1/3 of all pools reporting to the Commission in 2009 reported gains or losses from 

securities or a combination of securities and futures. Based on the provisions of Form PF, which permits filers of the 

form to file with respect to commodity pools that are not private funds, the Commission anticipates that all entities 

entitled to file Form PF for their commodity pools will do so, as it is less burdensome on the filer. Therefore, the 

Commission has included burden estimates for CPOs to file Form PF for their commodity pools that are not private 

funds, which is an incremental increase over the burden imposed by the obligation to file Form PF for the entity’s 

private funds. 

193 See Fidelity Letter; and AIMA Letter. 

194 See ICI Letter; AIMA Letter; and K&L Letter.
82

information from the full universe of registrants to fully assess the activities of CPOs and CTAs in 

the derivatives markets.

With respect to the assertion that registered investment companies should not be required to 

file form CPO-PQR, the Commission believes that it is important to collect the data in form CPOPQR from registered investment companies whose activities require CPO registration to assess the 

risk posed by such investment vehicles in the derivatives markets and the financial system 

generally. In this respect, the Commission intends to require the same information from the CPOs 

of registered investment companies as it is requiring from other registered CPOs. Additionally, the 

Commission notes that to the extent that the entity registered as the CPO for the registered 

investment company is registered as an investment adviser and is required to file Form PF with the 

SEC, the activities of the registered investment company may be reported on Form PF rather than 

form CPO-PQR.

The Commission further believes that the same reasoning applies with respect to the 

collection of data from family offices. To enable the Commission to evaluate a potential family 

offices exemption following the collection and analysis of data regarding their activities, the 

Commission believes that it is essential that family offices remain subject to the data collection 

requirements. 

One commenter recommended that the Commission clarify the filing obligations for CPOs 

and CTAs that are required to file form PF with the SEC and streamline the reporting 
83

obligations.195 Another commenter argued that a very large private fund that has a limited amount 

of derivatives trading should not be subject to schedule C of form CPO-PQR.196

As stated in the Proposal, CPOs that are dually registered with the SEC and that file form 

PF must still file schedule A, containing basic demographic information, with the Commission, 

and CTAs must still file form CTA-PR. The Commission intends to adopt § 4.27 as proposed and 

permit dual registrants to file form PF with the SEC in lieu of completing schedules B and/or C of 

form CPO-PQR. 

However, the Commission did not intend to require very large dual registrants to file 

anything more than the general identifying information required on schedule A with the 

Commission, and neither § 4.27 nor the forms require dual registrants to file schedules B or C if 

they are filing form PF. Similarly, the Commission is not adopting schedule B from form CTAPR, and therefore, will be limiting the information collected from registered CTAs to demographic 

data and the names of the pools advised by the CTA. These measures will mitigate costs to market 

participants by limiting the number of registrants that must file these forms with the Commission.

One commenter questioned whether the information collected on forms CTA-PR and CPOPQR will provide the Commission with real-time data that will enable it to have an accurate and 

timely picture of a CTA’s activities and operating status.197 Another commenter questioned 

whether the Commission possessed the staffing and financial resources necessary to meaningfully 

use such data as part of its oversight.198 The Commission recognizes the limitations of the data 

 

195 See Fidelity Letter.

196 See AIMA Letter; see also, SIFMA Letter; and Fidelity Letter.

197 See Barnard Letter.

198 See Dechert Letter.
84

collection instruments with respect to the timeliness of the information requested. The 

Commission believes, however, that the forms strike the appropriate balance between the time 

needed to compile complex data and the Commission’s need for timely information. Information 

that is less than real-time is nevertheless useful in assisting the Commission in overseeing 

registrants as it will provide additional information upon which the Commission can base future 

program adjustments to ensure efficient deployment of the Commission’s resources.

As an offset to the costs otherwise associated with additional reporting, the Commission 

intends for the data to be collected from registrants in an electronic format. The Commission 

anticipates that electronic data filing will be less time-intensive and should lower compliance costs 

for participants, as well as processing costs for the Commission. Moreover, the Commission 

believes that, over time, participants will develop certain efficiencies in the filing of their annual 

CPO-PQR and CTA-PR forms, allowing costs to continue to decrease over time. Further, the 

Commission recognizes that the resources available to it are variable. As a further cost-mitigating 

measure, the Commission will leverage any limits on its resources through its coordination with 

NFA to accomplish the analysis necessary to make full use of the data collected from Commission 

registrants. 

The Commission received several comments regarding the appropriate reporting thresholds 

for the various schedules of form CPO-PQR.199 The commenters stated that $150 million in assets 

under management was too low of a threshold for entities to be categorized as mid-sized and 

required to file schedule B. Rather, the commenters urged the Commission to increase the 

 

199 See AIMA Letter; MFA II Letter; Seward Letter. See also, AIMA II Letter.
85

threshold to $500 million in assets under management.200 These commenters also suggested that 

the Commission increase the threshold for large CPOs to $5 billion in assets under management.201

The Commission believes that $150 million in assets under management is still the 

appropriate threshold for mid-sized CPOs. The Commission will retain this threshold because it is 

consistent with the threshold for advisers filing section 1 of form PF, which is substantively similar 

to schedule B of form CPO-PQR, and it will ensure comparable treatment of entities of similar 

magnitude. In addition, the Commission has decided not to increase the large CPO threshold to $5 

billion. The Commission has decided, however, to increase the threshold for large CPOs from $1 

billion to $1.5 billion. The Commission anticipates that increasing the threshold to $1.5 billion

will lower costs by reducing the number of CPOs required to file schedule C of form CPO-PQR, 

while still capturing data concerning a substantial portion of the assets under management by 

registered CPOs. The Commission believes that increasing the threshold beyond $1.5 billion, 

however, could limit the Commission’s access to information necessary to oversee entities that 

could pose a risk to the derivatives markets or the financial system as a whole.

In response to comments, the Commission has also determined to mitigate costs and 

promote efficiency by modifying the frequency of reporting for filers of form CPO-PQR. As 

adopted, all CPOs other than large CPOs will be required to file schedule A on an annual basis; 

mid-size CPOs will be required to file schedule B on an annual basis; and large CPOs will be 

required to file schedules A, B, and C on a quarterly basis.

The Commission received several comments asserting that the 15-day period for reporting 

was not sufficient to permit reporting CPOs to complete and file the form and all suggested 

 

200 See AIMA Letter.

201 See AIMA Letter; MFA II Letter; and Seward Letter.
86

extending the period to 30 or 45 days.202 The Commission agrees that reporting CPOs will need 

additional time in which to submit the various schedules of form CPO-PQR. In a further effort to 

reduce costs to participants, all CPOs other than large CPOs will be required to file schedule A 

within 90 days of the end of the calendar year. This time period was chosen for efficiency and cost 

mitigation inasmuch as it coincides with the annual questionnaire required by NFA of its entire 

population of member CPOs and with the vast majority of annual report filings for commodity 

pools. Moreover, because the Commission has transferred the pool position information from 

schedule A to schedule B, the Commission believes that CPOs should be able to comply with 

filing basic demographic data within 90 days. 

For schedule B, mid-sized CPOs are required to submit that schedule within 90 days; the 

Commission believes this is an adequate time period for compiling and reporting that schedule. 

The Commission notes that CPOs are generally required to file annual reports for their pools 

within 90 days of their fiscal year end, most of which coincide with the calendar year end. The 

Commission believes that the alignment of pools’ fiscal years with the calendar year end should 

facilitate the preparation of schedule B and reduce the burden imposed on mid-size CPOs because 

some of the information required will be similar to that included in a pool’s annual financial 

statements.

With respect to the quarterly reporting by large CPOs on schedules A, B, and C, the 

Commission believes that 60 days is a sufficient amount of time to complete those schedules for 

large CPOs. The Commission notes that the entities required to file on a quarterly basis have a 

significant amount of assets under management, and as such, the Commission anticipates that such 

 

202 See NFA Letter; Seward Letter; and AIMA Letter.
87

entities routinely generate the type of information requested on schedules B and C as part of their 

internal governance. Accordingly, the Commission will require large CPOs to file schedules A, B, 

and C within 60 days following the end of the reporting period as defined in form CPO-PQR.

The Commission received several comments regarding the content of form CTA-PR.203 

Most commenters urged the Commission to eliminate the form in its entirety.204 The Commission 

does not believe that the complete elimination of form CTA-PR is appropriate; however, the 

Commission agrees that schedule B of the form contains redundant information that will already 

be collected through form CPO-PQR. Accordingly, the Commission has decided to adopt only 

schedule A of form CTA-PR. In so doing, the Commission believes the burden on CTAs should 

be significantly reduced. Because form CTA-PR will be limited to demographic data, the 

Commission believes that it is appropriate for CTAs to file the form on an annual basis within 45 

days of the end of the fiscal year. 

Finally, because the regulations have been modified to allow dually registered entities to 

file only form PF (plus the first schedule A of form CPO-PQR) for all of their commodity pools, 

even those that are not “private funds,” the Commission expects that such entities should not be 

burdened by the costs of dual registration and dual filing. 

ii. Information collection estimates for forms CPO-PQR, PF, and CTA-PR

The Commission expects the following burden with respect to the various schedules of 

Forms CPO-PQR, PF, and CTA-PR:

Form CPO-PQR: Schedule A:

Estimated number of respondents (excluding large CPOs): 3,890

 

203 See e.g., IAA Letter; MFA II Letter; AIMA Letter; SIFMA Letter; and Fidelity Letter.

204 Id.
88

Annual responses by each respondent: 1

Estimated average hours per response: 6

Annual reporting burden: 23,340

Estimated number of respondents (large CPOs): 170

Annual responses by each respondent: 4

Estimated average hours per response: 6

Annual reporting burden: 4,080

Form CPO-PQR: Schedule B:

Estimated number of respondents (mid size CPOs): 440

Annual responses by each respondent: 1

Estimated average hours per response: 4

Annual reporting burden: 1,760

Estimated number of respondents (large CPOs): 170

Annual responses by each respondent: 4

Estimated average hours per response: 4

Annual reporting burden: 2,720

Form CPO-PQR: Schedule C:

Estimated number of respondents: 170

Annual responses by each respondent: 4

Estimated average hours per response: 18

Annual reporting burden: 12,240

Form PF (non-large CPOs):

Estimated number of respondents: 220
89

Annual responses by each respondent: 1

Estimated average hours per response: 4

Annual reporting burden: 880

Form PF (large CPOs):

Estimated number of respondents: 90

Annual responses by each respondent: 4

Estimated average hours per response: 18

Annual reporting burden: 6,480

Form CTA-PR:

Estimated number of respondents: 450

Annual responses by each respondent: 1

Estimated average hours per response: 0.5

Annual reporting burden: 225

C. Considerations of Costs and Benefits

The Commission has historically exercised its authority to exempt certain categories of 

entity from the CPO and CTA registration requirement set forth in Section 4m(1) of the CEA, 

which states that it is otherwise “unlawful for any commodity trading advisor or commodity pool 

operator, unless registered under this Act” to conduct business in interstate commerce.205 

Exempted entities have included certain investment companies registered with the SEC pursuant to 

the Investment Company Act of 1940, and certain entities whose only participants are “qualified

 

205 7 U.S.C. §6m.
90

eligible persons.”206 This system of exemptions was appropriate because such entities engaged in 

relatively little derivatives trading, and dealt exclusively with qualified eligible persons, who are 

considered to possess the resources and expertise to manage their risk exposure. 

In the Commission’s judgment, changed circumstances warrant revisions to these rules. 

The Commission is aware, for example, of increased derivatives trading activities by entities that 

have previously been exempted from registration with the Commission, such that entities now

offering services substantially identical to those of registered entities are not subject to the same 

regulatory oversight. Meanwhile, the Dodd-Frank Act has given the Commission a more robust 

mandate to manage systemic risk and to ensure safe trading practices by entities involved in the 

derivatives markets, including qualified eligible persons and other participants in commodity 

pools. Yet, while the Commission must execute this mandate, there currently is no source of 

reliable information regarding the general use of derivatives by registered investment companies. 

The Commission, therefore, is adopting a new registration and data collection regime for 

CPOs and CTAs that is consistent with the data collection required under the Dodd-Frank Act. In 

these final rules, the adopted amendments to part 4 of the Commission’s regulations will do the 

following: (A) rescind the exemption from CPO registration provided in § 4.13(a)(4) of the 

Commission’s regulations; (B) rescind relief from CTA registration for those CTAs who advise 

pools with relief under § 4.13(a)(4); (C) rescind relief from the certification requirement for annual 

reports provided to operators of certain pools only offered to qualified eligible persons (“QEPs”) 

under § 4.7(b)(3); (D) modify the criteria for claiming relief under § 4.5 of the Commission’s 

regulations; (E) require the annual filing of notices claiming exemptive relief under § 4.5, § 4.13, 

 

206 17 CFR §§ 4.5(a)(1), 4.13(a)(4).
91

and § 4.14 of the Commission’s regulations; and (F) require additional risk disclosures for CPOs 

and CTAs regarding swap transactions and, certain conforming amendments. By these 

amendments, the Commission seeks to eliminate informational “blind spots,” which will benefit all 

investors and market participants by enhancing the Commission’s ability to form and frame 

effective policies and procedures.

Section 15(a)207 of the CEA requires the Commission to consider the costs and benefits of 

its actions before promulgating a regulation under the CEA or issuing an order. Section 15(a) 

further specifies that the costs and benefits shall be evaluated in light of the following five broad 

areas of market and public concern: (1) protection of market participants and the public; (2) 

efficiency, competitiveness, and financial integrity of futures markets; (3) price discovery; (4) 

sound risk management practices; and (5) other public interest considerations. To the extent that 

these new regulations reflect the statutory requirements of the Dodd-Frank Act, they will not create 

costs and benefits beyond those resulting from Congress’s statutory mandates in the Dodd-Frank 

Act. However, to the extent that the new regulations reflect the Commission’s own determinations 

regarding implementation of the Dodd-Frank Act’s provisions, such Commission determinations 

may result in other costs and benefits. It is these other costs and benefits resulting from the 

Commission’s own determinations pursuant to and in accordance with the Dodd-Frank Act that the 

Commission considers with respect to the Section 15(a) factors.

The Commission has quantified estimated costs and benefits where it is reasonably 

practicable to do so. The Commission notes that, unless otherwise specified, all costs 

discussed herein are estimates based on the Commission’s knowledge of the operations and 

 

207 7 U.S.C. 19(a).
92

registration statuses of CPOs and CTAs. Moreover, the Commission is obligated to 

estimate the burden of and provide supporting statements for any collections of information 

it seeks to establish under considerations contained in the PRA, 44 U.S.C. 3501 et seq., and 

to seek approval of those requirements from the OMB. Therefore, the estimated burden 

and support for the collections of information in this this rulemaking, as well as the 

consideration of comments thereto, are discussed in the PRA section of this rulemaking and 

the information collection requests filed with OMB as required by that statute. All 

estimates are based on average costs; actual costs may vary depending on the entity’s 

individual business model and compliance procedures. 

The Commission is sensitive to costs incurred by market participants and has attempted in 

a variety of ways to minimize burdens on affected entities. These include the Commission’s 

efforts to harmonize its compliance requirements with those of the SEC, including through specific 

harmonizing provisions in the joint SEC-CFTC rule for dually registered investment advisers, as 

well as through tailoring of the current amendments.208 A number of other cost-mitigation 

measures are discussed later in this section. 

In its Proposal, the Commission invited commenters to “to submit any data and other

information that they may have quantifying or qualifying the costs and benefits of this proposed 

rule with their comment letters.”209 Many comments addressed the costs and benefits of the 

proposed rule in qualitative terms. These comments are considered below.

 

208 See Reporting by Investment Advisers to Private Funds and Certain Commodity Pool Operators and Commodity 

Trading Advisors on Form PF, 76 FR 71128 (Nov. 16, 2011).

209 76 FR 7976, 7989 (Feb. 11, 2011).
93

In the following discussion, the Commission sets forth its own assessment of the benefits 

and costs of the amendments; addresses relevant comments on the Proposal and alternatives to the 

Proposal submitted by commenters; and evaluates the benefits and costs in light of the five broad 

areas of market and public concern set forth in Section 15(a) of the CEA. The analysis begins by 

addressing general comments related to cost-benefit analysis in the context of the Proposal as a 

whole, and then proceeds to examine the specific issues according to the following three categories 

of regulation contained within the Proposal: (1) registration (including changes to § 4.5, § 4.13(a), 

and § 4.14); (2) data collection (including the adoption of forms CPO-PQR and CTA-PR); and (3) 

complementary amending provisions (including changes to § 4.7, § 4.24, § 4.34, and parts 145 and 

147).

1. General Comments

Several commenters claimed that the Commission did not provide a sufficient 

consideration of costs and benefits in the Notice of Proposed Rulemaking.

210

 One commenter 

noted that the cost-benefit considerations focused on benefits that are already provided by other 

federal securities laws, making the regulations duplicative.211 Another commenter asserted that 

until other rules, such as the further definition of “swaps,” as well as capital and margin 

requirements, have been finalized, it is not possible to determine the costs and benefits of these 

rules.

212

 Other commenters suggested there be another roundtable meeting to discuss the proposed 

rules.213 

 

210 See SIFMA Letter; USCC Letter; Reed Smith Letter; NFA Letter; Invesco Letter; Dechert II Letter; and ICI Letter.

211 See ICI Letter.

212 See Dechert II Letter.

213 See Vanguard Letter; MFA Letter.
94

In response to these comments, the Commission has further considered costs and benefits 

as they relate to the final rules. As explained below in the discussion concerning dual SEC and 

Commission registrants, the Commission believes that the benefits provided by these rules are 

supplementary to, and not duplicative or redundant of, benefits provided by the federal securities 

laws. The Commission does not believe that the adoption of these regulations should be postponed 

until after other regulations are finalized and believes that the costs and benefits are sufficiently 

clear at this point and that delay is not justified.214 In addition, the Commission has no reason to 

believe that another roundtable meeting would yield information substantially different from that 

gleaned from prior roundtables, comment letters, and meetings with industry representatives. 

The Commission has determined that these amendments will create additional compliance 

costs for affected participants. These costs include, but may not be limited to, the cost to prepare 

and file new forms CPO-PQR and CTA-PR; the cost to file an annual notice to claim exemptive 

relief under §§ 4.5, 4.13, and 4.14; the cost of preparing, certifying, and submitting annual reports 

as required for registrants; the cost of preparing required disclosure documents; the cost of 

preparing and distributing account statements on a periodic basis to participants; the cost of 

keeping certain records as required; and the cost of registering as a CPO or CTA. These costs each 

relate to collections of information subject to PRA compliance, and therefore have been accounted 

for in the PRA section of this rulemaking and the information collection requests filed with OMB 

as required by that statute.

 

214 As noted above, however, the Commission agrees that it should not implement the inclusion of swaps within the 

threshold test prior to the effective date of such relevant final rules. Therefore, it is the Commission’s intention to 

delay the effective date of the inclusion of swaps into the threshold calculation until 60 days after the final rules 

regarding the definition of “swap” and the delineation of the margin requirement for such instruments are effective. 
95

Notably, many of the benefits associated with the requirements adopted or amended in 

these regulations are recognized not only by the Commission in its mission to protect derivatives 

markets and the participants in them but also by the industry. Several “best practices” manuals 

highlight the benefits of being registered with the Commission, preparing and disseminating risk 

disclosure documents, confirming receipt of disclosure documents, and ensuring independent audit 

of financial statements and annual reports.215 These benefits include increased consumer 

confidence in offered pools and funds as well as increased internal risk management structures. 

2. Regulations Regarding Registration Requirements for CPOs and CTAs

As discussed above, the amendments to the registration provisions under part 4 include 

rescissions of the exemptions for entities functioning as commodity pools with only “qualified 

eligible persons” as participants and the exclusion of registered investment companies under the 

Investment Company Act of 1940, unless those investment companies fall below a certain 

threshold level of derivatives investment activity. With respect to those entities that will continue 

to claim exemption or exclusion from registration as CPOs or CTAs under the rules, the 

amendments will also require annual reaffirmance of those claims of exemption or exclusion.

a. Benefits of Registration Provisions

As discussed above in II.A.1, the Commission believes that registration provides two 

significant interrelated benefits. First, registration allows the Commission to ensure that entities 

with greater than a de minimis level of participation in the derivatives markets meet minimum 

standards of fitness and competency. Second, registration provides the Commission and members 

 

215 See, e.g. “Sound Practices for Hedge Fund Managers.” Managed Funds Association (MFA).Washington D.C., 

2007.; “Principles and Best Practices for the Hedge Fund Industry.” Investors Committee Report to the President’s 

Working Group on Financial Markets, Washington D.C., 2008.; and “Best Practices for the Hedge Fund Industry.” 

Asset Managers Committee Report to the President’s Working Group on Financial Markets, Washington D.C., 2009.
96

of the public with a direct means to address wrongful conduct by participants in the derivatives 

markets. The Commission has direct authority to take punitive and/or remedial action against 

registered entities for violations of the CEA or of the Commission’s regulations. The Commission 

also has the ability to deny or revoke registration, thereby prohibiting an unfit individual or entity 

from serving as an intermediary in the industry. Members of the public also may access the 

Commission’s reparations program to seek redress for wrongful conduct by a Commission 

registrant. 

The Commission believes that the registration procedures enacted as part of its regulatory 

regime upgrade the overall quality of market participants, which, in turn, strengthens the 

derivatives industry by minimizing lost business due to customer dissatisfaction and by reducing 

litigation arising from acts of market participants. Therefore, the Commission believes that its 

registration requirements further critical regulatory objectives and serve important public policy 

goals. 

By expanding the Commission’s regulatory oversight of entities performing the functions 

of CPOs and CTAs, the Commission believes that the final rules related to registration will help to 

ensure that such entities meet basic standards of competency and fitness, which in turn will 

provide a greater level of protection to market participants. Ensuring that CPOs and CTAs are 

qualified in the first instance—as opposed to relying solely on after-the-fact enforcement actions to 

deter and remedy misconduct—should reduce such instances of misconduct and resulting 

litigation, and thereby promote overall market confidence. Therefore, the Commission believes 

that its registration requirements are integral to its regulatory objectives and are in the public 

interest. 
97

With specific respect to the annual reaffirmance requirement, this amendment will promote 

transparency regarding the number of entities either exempt or excluded from the Commission’s 

registration and compliance programs. One primary purpose of the Dodd Frank Act is the 

promotion of transparency in the financial system, particularly in the derivatives market. This 

requirement is consistent with and will further that purpose. Finally, the annual notice requirement 

will enable the Commission to determine whether exemptions and exclusions should be modified, 

repealed, or maintained as part of the Commission’s ongoing assessment of its regulatory scheme. 

These benefits – enhancing the quality of entities operating within the market, and the 

screening of unfit participants from the markets—are substantial, even if unquantifiable. Through 

registration, the Commission will be better able to protect the public and markets from unfit 

persons and conduct that may threaten the integrity of the markets subject to its jurisdiction. 

b. Costs of Registration Provisions

Because of the amendments to part 4 as adopted here, the Commission recognizes that 

some participants who previously were excluded or exempted from registering as a CPO or CTA 

will now be required to register with the Commission through NFA. In addition to costs associated 

with registration accounted for under the PRA, which one commenter said would “vary 

significantly depending on a range of factors, including the number of employees who will need to 

pass examinations, the number of funds advised, investment strategy and complexity, existing IT 

systems, and whether or not an adviser is already registered or authorized and subject to a different 

regulatory regime,”216 the commenter estimated ongoing costs to be in the range of $150,000 to 

$250,000 per year, a substantial part of which would be made up of additional compliance 

 

216 See AIMA II Letter.
98

personnel, information technology development and legal/accounting advice that will be required, 

and again vary significantly depending on the factors mentioned above. 217 The Commission 

presents these estimates for the consideration of affected entities, reiterating the high variability of 

costs depending on the factors enumerated by the commenter. This variability is one reason the 

Commission presented its own estimates of costs on a per-requirement basis; affected entities 

should be aware that the total cost of registration and compliance will most likely be the sum of 

any number of the estimates presented in this section and under the PRA. In addition to the 

information collection costs addressed by the Commission under the PRA, entities that will be 

required to register with the Commission also will become subject to NFA rules and to NFA audit 

procedures. NFA assesses annual membership dues on CPOs and CTAs, currently $750, and 

charges $90 for the National Commodity Futures Examination (NCFE) or Series 3 Examination 

for each AP. The Commission understands that NFA audits CPOs and CTAs, on average, every 

two to three years, though the frequency of audit depends greatly on individual risk factors, and 

NFA generally conducts an audit within the first year following registration of an entity.218 The 

cost of such an audit may be incurred by the CPO or CTA through an “audit fee” imposed by 

NFA; however, the audit fee varies greatly by individual entity and individual audit and thus is 

difficult to quantify on any sort of aggregated basis. Notwithstanding the difficulty of quantifying 

such a burden, the Commission notes this cost will most likely arise in the first year of registration 

and on average every few years thereafter, and entities should expect such a fee to be incurred.

c. Comments Regarding Registration Provisions

 

217 Id.

218 For more information on audit procedures, visit the NFA website, currently at http://www.nfa.futures.org/NFAcompliance/NFA-general-compliance-issues/nfa-audits.HTML. 
99

1. § 4.5 Amendments

Commenters who opposed the changes to § 4.5 claimed that requiring registered 

investment companies to register and comply with the Commission’s regulatory regime would 

provide no benefit, because such entities are already subject to comprehensive regulation by the 

SEC.219 The Commission disagrees. 

While the Commission and the SEC share many of the same regulatory objectives, 

including protecting market users and the public from fraud and manipulation, the Commission 

administers the CEA to foster open, competitive, and financially sound commodity and derivatives 

markets. The Commission’s programs are structured and its resources deployed to meet the needs 

of the markets it regulates. In light of this Congressional mandate, it is the Commission’s view 

that entities engaging in more than a de minimis amount of derivatives trading should be required 

to register with the Commission. The alternative approaches suggested by commenters would, as 

discussed above, detract from the benefits of registration.

As also discussed above, the Commission is aware that currently unregistered entities are 

offering services substantially identical to those of registered CPOs. Several commenters also 

asserted that modifying § 4.5 would result in a significant burden on entities required to register 

with the Commission without any meaningful benefit to the Commission.220 The Commission 

recognizes that significant burdens may arise from the modifications to § 4.5; however, the 

Commission believes, as discussed throughout this release, that entities that are offering services 

 

219 See, e.g., ICI Letter.

220 See ICI Letter; Vanguard Letter; Reed Smith Letter; AllianceBernstein Letter;USAA Letter; PMC Letter; IAA 

Letter; Dechert II Letter; Janus Letter; STA Letter; Invesco Letter; and Equinox Letter.
100

substantially identical to those of a registered CPO should be subject to substantially identical 

regulatory obligations. 

Nevertheless, the Commission has not eliminated altogether the exemption available under 

§ 4.5. Where an entity’s trading does not exceed five percent of the liquidation value of its 

portfolio, that entity will remain exempt from registration. In the Commission’s judgment, trading 

exceeding five percent of the liquidation value of a portfolio evidences a significant exposure to 

the derivatives markets. 221 This threshold was adopted by the Commission in its earlier enactment 

of § 4.13(a)(3).222 In promulgating that exemption for de minimis activity, the Commission 

determined that five percent is an appropriate threshold beyond which oversight by the 

Commission is warranted.223 Because current data and information does not allow the 

Commission to evaluate the difference in market impact at various threshold levels224 the 

Commission believes it is prudent to maintain the current threshold level. Further, as discussed 

above, no facts have been put before the Commission that would warrant deviation from the fivepercent threshold, including data respecting the costs and benefits of the same. The Commission 

also received numerous comments on the proposed addition of a trading threshold to the exclusion 

 

221 76 FR 7976, 7985 (Feb. 12, 2011) (stating that “[the] Commission believes that it is possible for a commodity pool 

to have a portfolio that is sizeable enough that even if just five percent of the pool’s portfolio were committed to 

margin for futures, the pool’s portfolio could be so significant that the commodity pool would constitute a major 

participant in the futures market”).

222 17 CFR 4.13(a)(3).

223 68 FR 47221, 47225 (Aug. 8, 2003).

224 The Commission currently only has information on the positions held by CPOs in futures markets, i.e., those 

entities already registered as CPOs, as opposed to those excluded from the definition of CPO under § 4.5. The 

Commission does not have access to information on the total liquidation value of funds operated by registered CPOs 

or those operated by excluded CPOs, values that are needed to determine the universe of entities affected by one 

particular percentage threshold versus another. These data limitations are one reason why the Commission is pursuing 

additional data collection initiatives under these final rules.
101

under § 4.5.225 Some commenters stated that a five percent de minimis threshold is too low in light 

of the Commission’s determination to include swaps within the measured activities. Although 

these commenters presented alternatives to this five percent threshold (some said twenty percent 

would be more reasonable, for example) the Commission believes, as stated in the Proposal, that 

trading exceeding five percent of the liquidation value of a portfolio evidences a significant 

exposure to the derivatives markets.226 Moreover, in its adoption of the exemption under § 

4.13(a)(3),227 the Commission previously determined that five percent is an appropriate threshold 

to determine whether an entity warrants oversight by the Commission.228 Current data and 

information does not allow the Commission to evaluate the difference in market impact at various 

threshold levels;229 thus, the Commission believes it is prudent to maintain the current threshold 

level. Commenters also recommended that the Commission exclude from the threshold calculation 

various instruments including broad-based stock index futures, security futures generally, or 

financial futures contracts as a whole.230 As discussed above, the Commission does not believe 

that a meaningful distinction can be drawn between those security or financial futures and other 

 

225 See Invesco Letter; ICI Letter; Vanguard Letter; Reed Smith Letter; AllianceBernstein Letter; AII Letter; STA 

Letter; Janus Letter; PMC Letter; USAA Letter; Fidelity Letter; SIFMA Letter; Dechert III Letter; Rydex Letter; 

USCC Letter; Sidley Letter; NFA Letter; Campbell Letter; AQR Letter; Steben Letter; ICI II Letter; and AII Letter. 

226 76 FR 7976, 7985 (Feb. 12, 2011) (stating that “[the] Commission believes that it is possible for a commodity pool 

to have a portfolio that is sizeable enough that even if just five percent of the pool’s portfolio were committed to 

margin for futures, the pool’s portfolio could be so significant that the commodity pool would constitute a major 

participant in the futures market”).

227 17 CFR 4.13(a)(3).

228 68 FR 47221, 47225 (Aug. 8, 2003).

229 The Commission currently only has information on the positions held by CPOs in futures markets, i.e., those 

entities already registered as CPOs, as opposed to those excluded from the definition of CPO under § 4.5. The 

Commission does not have access to information on the total liquidation value of funds operated by registered CPOs 

or those operated by excluded CPOs, values that are needed to determine the universe of entities affected by one 

particular percentage threshold versus another. These data limitations are one reason why the Commission is pursuing 

additional data collection initiatives under these final rules.

230 See Rydex Letter; Invesco Letter; and ICI Letter.
102

categories of futures for the purposes of registration; thus, the Commission does not believe that 

exempting any of these instruments from the threshold calculation is appropriate.

Several panelists at the Roundtable suggested that, instead of a trading threshold that is 

based on a percentage of margin, that the Commission should focus solely on entities that offer 

“actively managed futures” strategies.231 As discussed in section II.A.2, the Commission does not 

find it appropriate to establish a differentiation between “active” and “passive” derivative 

investments because, in addition to other reasons,232 establishing such differentiation would 

introduce an element of subjectivity to an otherwise objective standard and make the threshold 

more difficult to interpret, apply, and enforce. 

One commenter suggested that the Commission should consider the adoption of an 

alternative test that would be identical to the aggregate net notional value test that is currently 

available under § 4.13(a)(3)(ii)(B).233 Section 4.13(a)(3)(ii)(B) provides that an entity can claim 

exemption from registration if the net notional value of its fund’s derivatives trading does not 

exceed one hundred percent of the liquidation value of the fund’s portfolio.234 

Conversely, several panelists at the Roundtable opposed such a test, stating that it was not a 

reliable means to measure an entity’s exposure in the market.235 As stated previously herein, the 

Commission believes that the adoption of an alternative net notional test will provide consistent 

 

231 See Transcript of CFTC Staff Roundtable Discussion on Proposed Changes to Registration and Compliance 

Regime for Commodity Pool Operators and Commodity Trading Advisors (“Roundtable Transcript”), at 19, 25, 30, 

76-77, 87-90, available at 

http://www.cftc.gov/ucm/groups/public/@swaps/documents/dfsubmission/dfsubmission27_070611-trans.pdf.

232 Additional reasons for not accepting this alternative are discussed in section II.A.2 of this release.

233 See Dechert III Letter.

234 17 CFR 4.13(a)(3)(ii)(B).

235 See Roundtable Transcript at 69-71.
103

standards for relief from registration as a CPO for entities whose portfolios only contain a limited 

amount of derivatives positions and will afford registered investment companies with additional 

flexibility in determining eligibility for exclusion. Therefore, the Commission will adopt an 

alternative net notional test, consistent with that set forth in § 4.13(a)(3)(ii)(B) as amended herein, 

for registered investment companies claiming exclusion from the definition of CPO under §4.5..

The Commission also received several comments supporting both the imposition of a 

trading threshold in general and the five percent threshold specifically.236 At least one commenter 

suggested, however, that the Commission consider requiring registered investment companies that 

exceed the threshold to register, but not subjecting them to the Commission’s compliance regime 

beyond requiring them to be subject to the examination of their books and records, and 

examination by NFA.237 In effect, this commenter requested that the Commission subject such 

registrant to “notice registration.” The Commission believes that adopting the approach proposed 

by the commenter would not materially change the information that the Commission would receive 

regarding the activities of registered investment companies in the derivatives markets, which is one 

of the Commission’s purposes in amending § 4.5. Moreover, a type of notice registration would 

not provide the Commission with any real means for engaging in consistent ongoing oversight. 

Notwithstanding such notice registration, the Commission would still be deemed to have 

regulatory responsibility for the activities of these registrants. In the Commission’s view, notice 

registration does not equate to an appropriate level of oversight. For that reason, the Commission 

has determined not to adopt the alternative proposed by the commenter. The Commission is 

 

236 See NFA Letter, Campbell Letter, AQR Letter, and Steben Letter.

237 See AQR Letter.
104

adopting the amendment to § 4.5 regarding the trading threshold without modification for the 

reasons stated herein and those previously discussed in the Proposal.

2. §§ 4.13(a)(3) and (a)(4) Rescissions

In addition to the comments that the Commission received regarding the specific parts of 

the Proposal rescinding §§ 4.13(a)(3) and (a)(4), the Commission received numerous comments 

regarding the proposed rescissions generally.238 Broadly, the comments opposed the rescission of 

the provisions. In the Proposal, the Commission proposed rescinding the “de minimis” exemption 

in § 4.13(a)(3). The Commission received ten comments specifically on this aspect of the 

Proposal, which consistently urged the Commission to retain a de minimis exemption. As 

discussed above in section II.C.2, the Commission, after consideration of the comments and the 

Commission’s stated rationale for proposing to rescind the exemption in § 4.13(a)(3), has 

determined to retain the “de minimis” exemption currently set forth in that section without 

modification.

Several commenters asserted that rescission was not necessary because the Commission 

has the means to obtain any needed information from exempt CPOs through its large trader 

reporting requirements and its special call authority.239 Although the Commission has those 

means, neither of those rules were intended to provide the kind of data requested of registered 

entities on forms CPO-PQR or CTA-PR with the regularity proposed under § 4.27. 

Another commenter asserted that the compliance and regulatory obligations under the 

Commission’s rules are burdensome for private businesses and would unnecessarily distract 

 

238 See NYSBA Letter; Skadden Letter; MFA Letter; Katten Letter; Fidelity Letter; Dechert Letter; AIMA Letter; 

AIMA II Letter; IAA Letter; SIFMA Letter; HedgeOp Letter; PIC Letter; and Seward Letter.

239 See Skadden Letter; Katten Letter; and MFA Letter.
105

entities from their primary focus of managing client assets.240 The Commission believes that 

regulation is necessary to ensure a well functioning market and to provide protection of those 

clients. The Commission further believes that the compliance regime that the Commission has 

adopted strikes the appropriate balance between limiting the burden placed on registrants and 

enabling the Commission to carry out its duties under the Act. 

In the Proposal, the Commission also proposed to rescind the exemption in § 4.13(a)(4) for 

operators of pools that are offered only to individuals and entities that satisfy the qualified eligible 

person standard in § 4.7 or the accredited investor standard under the SEC’s Regulation D.241 

Several commenters argued that the Commission should consider retaining the exemption in § 

4.13(a)(4) for funds that do not directly invest in commodity interests, but do so through a fund of 

funds structure, and who are advised by an SEC registered investment adviser. The Commission

has not developed a comprehensive view regarding the role of funds of funds in the derivatives 

markets, in part, due to a lack of data regarding their investment activities. The Commission, 

therefore, believes that it is prudent to withhold consideration of a fund of funds exemption until 

the Commission has received data regarding such firms on forms CPO-PQR and/or CTA-PR, as 

applicable, to enable the Commission to better assess the universe of firms that may be appropriate 

to include within the exemption, should the Commission decide to adopt one. Therefore, the 

Commission declines to adopt the commenter’s alternative to provide an exemption for funds of 

funds at this time.

One commenter argued that rescission is not necessary because any fund that seeks to 

attract qualified eligible persons is already required to maintain oversight and controls that exceed 

 

240 See MFA Letter; Seward Letter; and Katten Letter.
106

those mandated by part 4 of the Commission’s regulations such that any regulation imposed would 

be duplicative and unnecessarily burdensome.242 The commenter primarily focused on the 

significant level of controls that the fund operator implements independent of regulation. The 

Commission believes that, contrary to the commenter’s arguments as to the import of that fact, 

such controls and internal oversight should make compliance with the Commission’s regulatory 

regime easier and cheaper rather than more burdensome. If the information required to be 

disclosed under the Commission’s regulations is to a large extent already being disclosed by the 

firm, the Commission anticipates that this would limit the costs of compliance to those costs 

directly involved with formatting such information as required by the Commission’s disclosure 

and reporting rules. The Commission adopts the rescission of § 4.13(a)(4) as proposed.

The Commission has also elected to mitigate costs by phasing in gradually the rescission of 

§ 4.13(a)(4). As discussed in section II.C.5, in response to certain comments, the Commission will 

implement the rescission of § 4.13(a)(4) for all entities currently claiming exemptive relief 

thereunder on December 31, 2012, but the rescission will be implemented for all other CPOs upon 

the effective date of this final rulemaking. This timeline reflects the Commission’s belief that 

entities currently claiming relief under § 4.13(a)(4) should be capable of becoming registered and 

complying with the Commission’s regulations within 11 months following the issuance of the final 

rule. For entities that are formed after the effective date of the rescission, the Commission expects 

the CPOs of such entities to comply with the Commission’s regulations upon formation and 

commencement of operations.

3. Annual Notice of Exemption or Exclusion Requirement

 

242 See Cranwood Letter.
107

The amendments will require annual reaffirmance of any claim of exemption or exclusion 

from registration as a CPO or CTA.243 In the Proposal, the Commission stated that an annual 

notice requirement would promote transparency, a primary purpose of the Dodd Frank Act,

regarding the number of entities either exempt or excluded from the Commission’s registration and 

compliance programs. Moreover, the Commission stated that an annual notice requirement would 

enable the Commission to determine whether exemptions and exclusions should be modified, 

repealed, or maintained as part of the Commission’s ongoing assessment of its regulatory scheme. 

Two commenters suggested that the 30-day time period for filing was not adequate to 

enable firms to comply.244 One commenter proposed a 60-day time period,245 whereas the other 

commenter proposed 90 days as the necessary amount of time.246 As a further cost-mitigating 

measure, and for the reasons discussed in section II.D, the Commission has elected to extend the 

filing period from 30 days to 60 days. Further, the Commission will adopt the annual notice 

requirement with one significant modification designed, among other things, to mitigate costs –

that the notice be filed at the end of the calendar year and not the anniversary of the original filing. 

The Commission believes this alternative presented by a commenter will be more operationally 

efficient.247 

d. Section 15(a)

In this section, the Commission considers the costs and benefits of its actions in light of 

five broad areas of market and public concern set forth in § 15(a) of the CEA: (1) protection of 

 

243 76 FR 7976, 7986 (Feb. 12, 2011).

244 See NFA Letter; and SIFMA Letter.

245 See NFA Letter.

246 See SIFMA Letter.

247 See NFA Letter.
108

market participants and the public; (2) efficiency, competitiveness, and financial integrity of 

futures markets; (3) price discovery; (4) sound risk management practices; and (5) other public 

interest considerations. 

1. Protection of Market Participants and the Public

Registration provides many benefits for both the registrants and their customers. The 

registration process allows the Commission to ensure that all entities participating in derivative 

markets meet a minimum standard of fitness and competency. The regulations governing who 

must register and what registrants must do provide clear direction for CPOs and CTAs. At the 

same time, clients wishing to invest with registered entities have the knowledge that such entities 

are held to a high financial standard through periodic account statements, disclosure of risk, 

audited financial statements, and other measures designed to provide transparency to investors. 

The Commission believes its regulations protect market participants and the public by requiring 

certain parties previously excluded or exempt from registration to be held to the same standards as 

registered operators and advisors, which ensures the fitness of such market participants and 

professionals.

Additionally furthering the goal of investor protection, NFA provides an on-line, public 

database with information on the registration status of market participants and their principals as 

well as certain additional registrant information such as regulatory actions taken by the NFA or 

Commission.248 This information is intended to assist the public in making investment decisions 

regarding the use of derivatives professionals. Although those previously exempt entities may 

incur costs associated with registering and the compliance obligations arising therefrom, or may 

 

248 The National Futures Association’s Background Affiliation Status Information Center (BASIC) is currently 

available at http://www.nfa.futures.org/basicnet/. 
109

incur costs to inform the Commission of their exempt status, the Commission believes the benefits 

of transparency in the derivatives markets in the long term will outweigh these costs, which should 

decrease over time as efficiencies develop.

2. Efficiency, Competitiveness, and Financial Integrity of Futures Markets

The amendments adopted herein will result in the registration of more CPOs and CTAs, 

which will enable the Commission to better oversee their activities in the derivatives markets, 

thereby protecting the integrity of the markets. Indeed, even including those entities still exempt 

under revised part 4 that are required to file notice with the Commission on an annual basis, the 

Commission will be able to better understand who is operating in derivatives markets and identify 

any threats to the efficiency, competitiveness, or integrity of markets. Moreover, because similarly 

situated entities in the derivatives markets will be subject to the same regulatory regime, the

competitiveness of market participants will be enhanced. 

3. Price Discovery

The Commission has not identified any impact on price discovery through the registration 

of additional CPOs and CTAs as a result of these regulations.

4. Sound Risk Management

The information the Commission gains from the registration of entities allows the 

Commission to better understand the participants in the derivatives markets and the 

interconnectedness of all market participants. Such an understanding allows the Commission to 

better assess potential threats to the soundness of derivatives markets and thus the financial system 

of the United States. The Commission also believes that the information required of registrants, to 

the extent that producing such information requires entities to examine their internal systems and 
110

operations in a manner not previously assessed, provides registrants with an additional method of 

understanding the risk inherent in their day-to-day businesses.

5. Other Public Interest Considerations

The Commission has not identified any other public interest considerations impacted by the 

registration of additional CPOs and CTAs as a result of these regulations.

3. Data Collection

In these final rules, the Commission is enacting new § 4.27, which requires CPOs and 

CTAs to report certain information to the Commission on forms CPO-PQR and CTA-PR, 

respectively. The forms, reporting thresholds, and filing deadlines are further detailed in section 

II.F of this release. 

a. Benefits of Data Collection

The Commission expects that the data collected from forms CPO-PQR and CTA-PR will 

increase the amount and quality of information available to the Commission regarding a previously 

opaque area of investment activity. Entities that are required to file all three schedules of the

forms are large enough to have, potentially, a great impact on derivatives markets should such 

entities default, whereas smaller entities are required to file only basic demographic information. 

Because the data currently available to the Commission regarding CPOs and CTAs is limited in 

scope, the Commission does not have complete information as to who is transacting in derivatives 

markets. With the additional information that the Commission will have as a result of the new 

requirements under § 4.27, the Commission will be able to tailor its regulations to the needs of,

and risks posed by, entities in the market, and to protect investors and the general public from 

potentially negative or overly risky behavior. 
111

The Dodd-Frank Act charged the Commission, as a member of FSOC and as a financial 

regulatory agency, with mitigating risks that may impact the financial stability of the United 

States. The Commission is dedicated to assisting FSOC in that goal, and these final regulations are 

essential for the Commission to be able to fulfill that role effectively because the Commission 

cannot protect against risks of which it is not aware. By creating a reporting regime that makes the 

operations of commodity pools more transparent to the Commission, the Commission is better able 

to identify and address potential threats. The total benefit of risk mitigation as it pertains to the 

overall financial stability of the United States is not quantifiable, but it is significant insofar as the 

Commission may be able to use this data to prevent further future shocks to the U.S. financial 

system. 

b. Costs of Data Collection

The Commission has not identified costs of data collection that are not associated with an 

information collection subject to the PRA. These costs therefore have been accounted for in the 

PRA section of this rulemaking and the information collection requests filed with OMB, as 

required by the PRA.

c. Section 15(a) Determination

This section analyzes the data collection rules according to the five factors set forth in 

section 15(a) of the CEA: (1) protection of market participants and the public; (2) efficiency, 

competitiveness, and financial integrity of futures markets; (3) price discovery; (4) sound risk 

management practices; and (5) other public interest considerations. 

1. Protection of Market Participants and the Public

The Commission believes that the information to be gathered from forms CPO-PQR and 

CTA-PR increases the amount and quality of information available regarding a previously opaque 
112

area of investment activity and, thereby, enhances the ability of the Commission to protect 

investors and oversee derivatives markets. This enhanced ability provides a better understanding 

of the participants in derivatives markets and their operations, and as such, the Commission is 

better able to protect the public from the potential risk that large, unregulated entities could bring 

to markets under the Commission’s jurisdiction, many of which are essential to society at large. 

Moreover, to mitigate reporting costs to regulated entities that may be registered both with the 

Commission and with the SEC, the regulations have been modified to allow dually registered 

entities to file only form PF (plus the first schedule A of form CPO-PQR) for all of their 

commodity pools, even those that are not “private funds.” The cost mitigation has been accounted 

for in the PRA section of this rulemaking and the information collection requests filed with OMB, 

as required by the PRA.

2. Efficiency, Competitiveness, and Financial Integrity of Futures Markets

Although the Commission does not believe this rule relates directly to the efficiency or 

competitiveness of futures markets, the Commission does recognize that the interconnectedness of 

the participants within derivatives markets can be extensive such that the proper oversight of each 

category of participants affects proper oversight of derivatives markets and the financial system as 

a whole. To the extent that the information collected by form CPO-PQR and form CTA-PR and 

the adopted amendments to the Commission’s compliance regime assist the Commission in 

identifying threats in derivatives markets, the regulations herein protect the integrity of futures 

markets.

3. Price Discovery

The Commission has not identified any impact on price discovery as a result of this data 

collection initiative.
113

4. Sound Risk Management

The Dodd-Frank Act tasks FSOC and its member agencies (including both the SEC and the 

Commission) with mitigating risks to the financial stability the United States. The Commission 

believes these regulations are necessary to fulfill that obligation. These regulations improve the 

ability of the Commission to oversee the derivatives markets. As the Commission’s understanding 

of the regulated entities, their behavior in derivatives markets, and the overall riskiness of their 

positions increases through the data collection in these rules, the Commission will be able to better 

understand any risks posed to the financial system as a whole arising from markets under the 

Commission’s jurisdiction. These benefits are shared by market participants, at least indirectly, as 

a part of the United States financial system. In addition, CPOs and CTAs may benefit from these 

regulations to the extent that reporting form CPO-PQR and form CTA-PF requires such entities to 

review their firms’ portfolios, trading practices, and risk profiles; thus, the CFTC believes that 

these regulations may improve the sound risk management practices within their internal risk 

management systems.

5. Other Public Interest Considerations

The Commission has not identified any other public interest considerations impacted by 

this data collection initiative. 

4. Complementary Provisions

As part of these final regulations, the Commission is also adopting other amending 

provisions that complement the registration and data collection provisions, including changes to § 

4.7, § 4.22, §§ 4.24 and 4.34, and parts 145 and 147. This section sets forth the Commission’s 

consideration of related costs and benefits in general, responds to relevant comments, and then 
114

analyzes the complementary provisions in light of the five factors enumerated in § 15(a) of the 

CEA.

a. Benefits of the Complementary Provisions

The provisions in this category amend additional sections of part 4 in order to improve the 

Commission’s ability to effectively regulate derivatives markets and their participants. Some of 

these complementary provisions are specifically designed to protect investors, e.g., requiring 

certified annual reports and disclosure of swaps risk ensures investors are getting complete and 

accurate information regarding their investment, which increases consumer confidence in the 

financial system. As the information available to consumers becomes more accurate and complete, 

a prospective investor can more easily compare investment vehicles to choose the investment 

vehicle best suited to the investor’s individual financial plan and risk tolerance.

Other provisions protect market participants by amending the Commission’s internal 

procedures to provide for the confidentiality of certain proprietary information. Moreover, the 

Commission’s planned harmonization rules are designed to limit the impact to entities regulated by 

multiple entities, protecting those participants from overly burdensome regulatory regimes.

b. Costs of the Complementary Provisions

The Commission has identified no costs of the complementary provisions that are not 

associated with an information collection subject to the PRA. These costs therefore have been 

accounted for in the PRA section of this rulemaking and the information collection requests filed 

with OMB, as required by the PRA.

c. Comments on the Complementary Provisions

1. § 4.7 Amendments
115

As stated previously, the Commission is adopting an amendment to § 4.7 that would 

rescind the relief provided in § 4.7(b)(3) from the certification requirement of § 4.22(c) for 

financial statements contained in commodity pool annual reports. The Commission received two 

comments regarding this proposed amendment. One commenter supported the proposed rescission 

and the Commission’s stated justification for doing so. The other commenter recommended that 

the Commission retain an exemption from certification of financial statements for entities where 

the pool’s participants are limited to the principals of its CPO(s) and CTA(s) and other categories 

of employees listed in § 4.7(a)(2)(viii). It is unclear how many of the pools operated under § 4.7 

would qualify for such relief if adopted. The Commission is therefore unable to agree that such 

exclusions would materially reduce costs or increase any benefit achieved by the rule. 

2. § 4.24 and § 4.34 Amendments

The Commission also proposed adding standard risk disclosure statements for CPOs and 

CTAs regarding their use of swaps to §§ 4.24(b) and 4.34(b), respectively. The Commission 

received three comments with respect to the proposed standard risk disclosure statement for swaps. 

Two argued that a standard risk disclosure statement does not beneficially disclose the risks 

inherent in swaps activity to participants or clients. A third recommended that the Commission 

consider whether the wording of the standard disclosure should be modified depending on whether 

the swaps were cleared or uncleared. 

The Commission respectfully disagrees with the assertions of those commenters who 

believe that a standard risk disclosure statement is not beneficial. The Commission believes that a 

standardized risk disclosure statement addressing certain risks associated with the use of swaps is 

necessary due to the revisions to the statutory definitions of CPO, CTA, and commodity pool 

enacted by the Dodd-Frank Act. In addition, based on the language proposed, the Commission 
116

does not believe that different language must be adopted to account for the differences between 

cleared and uncleared swaps. In particular, the Commission notes that the proposed risk disclosure 

statement is not intended to address all risks that may be associated with the use of swaps, but that 

the CPO or CTA is required to make additional disclosures of any other risks in its disclosure 

document pursuant to §§ 4.24(g) and 4.34(g) of the Commission’s regulations. Moreover, the 

language of the proposed risk disclosure statement is conditional and does not purport to assert that 

all of the risks discussed are applicable in all circumstances.

For the reasons discussed above in section II.E and those stated in the Proposal, the 

Commission adopts the proposed risk disclosure statements for CPOs and CTAs regarding swaps. 

These additional risk disclosure statements will be required for all new disclosure documents and 

all updates filed after the effective date of this final rulemaking.

3. Harmonization of Regulations and Fund-of-Fund Investments

The Commission received numerous other comments regarding such subjects as 

harmonizing CFTC regulations with SEC regulations and fund of fund investments. These 

comments are discussed in detail in sections II.F.3 and 4 and adopted by reference herein.

4. Confidentiality of Submitted Data

Additionally, as the Commission stated in the Proposal, the collection of certain proprietary 

information through forms CPO-PQR and CTA-PR raises concerns regarding the protection of 

such information from public disclosure. The Commission received two comments requesting 

that the Commission treat the disclosure of a pool’s distribution channels as nonpublic 

information, and numerous other comments urging the Commission to be exceedingly circumspect 

in ensuring the confidentiality of the information received as a result of the data collections. 
117

The Commission agrees that the distribution and marketing channels used by a CPO for its 

pools may be sensitive information that implicates other proprietary secrets, which, if revealed to 

the general public, could put the CPO at a competitive disadvantage. Accordingly, and to mitigate 

costs and eliminate risks to participants, the Commission is amending §§ 145.5 and 147.3 to 

include question 9 of schedule A of form CPO-PQR as a nonpublic document. Additionally, the 

Commission is amending §§ 145.5 and 147.3 to remove reference to question 13 in Schedule A of 

Form CPO-PQR because that such question no longer exists due to amendments to that schedule. 

Similarly, the Commission will be designating subparts c. and d. of question 2 of form CTA-PR as 

nonpublic because it identifies the pools advised by the reporting CTA. 

d. Section 15(a) Determination

This section considers these costs and benefits in light of the five broad areas of market and 

public concern set forth in section 15(a) of the CEA: (1) protection of market participants and the 

public; (2) efficiency, competitiveness, and financial integrity of futures markets; (3) price 

discovery; (4) sound risk management practices; and (5) other public interest considerations.

1. Protection of Market Participants and the Public

The complementary provisions discussed in this section protect market participants and the 

public in a variety of ways. The changes under § 4.7 require entities to have their annual financial 

statements independently audited; such a requirement protects the investors in pools registered 

under § 4.7 by ensuring that the financial statements provided to participants are accurate and 

correct. As most CPOs registered under § 4.7 currently file audited annual reports, the burden to 

the industry as a whole will be relatively minor whereas the benefits, including increased consumer 

confidence, are likely to be large. The dollar value of improvements to overall accuracy of 

financial reporting is not quantifiable, but is a significant benefit.
118

Registered entities can remain confident in the confidentiality of their reports to the 

Commission, as the revised parts 145 and 147 protect proprietary information from being released 

to the public, while still giving the Commission needed information to protect derivatives markets 

and their participants. 

The amending provisions that require similar information from CPOs transacting in swaps 

products and markets increase the Commission’s awareness of transactions in the previously 

unregulated over-the-counter markets. That awareness will help to bring transparency to the swaps 

markets, as well as to the interaction of swaps and futures markets, protecting the participants in 

both markets from potentially negative behavior.

2. Efficiency, Competitiveness, and Financial Integrity of Futures Markets

Although the Commission does not believe this part of these regulations has a direct impact 

on the efficiency of futures markets, the Commission does recognize that the protection of 

proprietary information is essential for the competitiveness and integrity of futures markets. The 

Commission believes that requiring all registered CPOs to provide participants and the 

Commission with annual financial statements that are certified by independent public accountants 

will increase the reliability of the information provided, which will serve to enhance the financial 

integrity of market participants, and by extension, the market as a whole. Moreover, the 

Commission also believes that requiring such certified statement of all registrants serves to make 

market participants more competitive as it enables prospective participants to more easily compare 

various investment vehicles.

3. Price Discovery

The Commission has not identified any impact on price discovery as a result of these 

regulations.
119

4. Sound Risk Management

The Commission has not identified any other impacts on sound risk management as a result 

of the other amending provisions that are different from the impacts of the registration and data 

collection initiatives described in sections III.A.3 and 4.

5. Other Public Interest Considerations

The Commission has not identified any other public interest considerations impacted by as 

a result of these regulations.

5. Conclusion

The Commission recognizes that the final regulations will impose some significant costs on 

the industry, as described above and in the PRA section. Notwithstanding the costs, the 

Commission has determined to adopt this rule because the Commission believes that proper 

regulation and oversight of market participants is necessary to promote fair and orderly derivatives 

markets.

List of Subjects 

17 CFR Part 4

Advertising, Brokers, Commodity Futures, Commodity pool operators, Commodity trading 

advisors, Consumer protection, Reporting and recordkeeping requirements.

17 CFR Part 145

Commission Records and Information.

17 CFR Part 147

Open Commission Meetings.

Accordingly, 17 CFR Chapter I is amended as follows:
120

PART 4—COMMODITY POOL OPERATORS AND COMMODITY TRADING 

ADVISORS

1. The authority citation for part 4 continues to read as follows:

Authority: 7 U.S.C. 1a, 2, 4, 6(c), 6b, 6c, 6l, 6m, 6n, 6o, 12a, and 23.

2. In § 4.5, add paragraphs (c)(2)(iii) and (c)(5) to read as follows:

§ 4.5 Exclusion from the definition of the term “commodity pool operator.”

* * * * *

(c) * * * 

(2)(i) * * *

(iii) Furthermore, if the person claiming the exclusion is an investment company registered as such 

under the Investment Company Act of 1940, then the notice of eligibility must also contain 

representations that such person will operate the qualifying entity as described in Rule 4.5(b)(1) in 

a manner such that the qualifying entity: 

(A) Will use commodity futures or commodity options contracts, or swaps solely for bona fide 

hedging purposes within the meaning and intent of Rules 1.3(z)(1) and 151.5; Provided however,

That in addition, with respect to positions in commodity futures or commodity option contracts, or 

swaps which do not come within the meaning and intent of Rules 1.3(z)(1) and 151.5, a qualifying 

entity may represent that the aggregate initial margin and premiums required to establish such 

positions will not exceed five percent of the liquidation value of the qualifying entity’s portfolio, 

after taking into account unrealized profits and unrealized losses on any such contracts it has 

entered into; and, Provided further, That in the case of an option that is in-the-money at the time of 

purchase, the in-the-money amount as defined in Rule 190.01(x) may be excluded in computing 

such five percent; or
121

(B) The aggregate net notional value of commodity futures, commodity options contracts, or 

swaps positions not used solely for bona fide hedging purposes within the meaning and intent of 

Rules 1.3(z)(1) and 151.5, determined at the time the most recent position was established, does 

not exceed 100 percent of the liquidation value of the pool’s portfolio, after taking into account 

unrealized profits and unrealized losses on any such positions it has entered into. For the purpose 

of this paragraph:

(1) The term “notional value” shall be calculated for each futures position by multiplying the 

number of contracts by the size of the contract, in contract units (taking into account any multiplier 

specified in the contract, by the current market price per unit, for each such option position by 

multiplying the number of contracts by the size of the contract, adjusted by its delta, in contract 

units (taking into account any multiplier specified in the contract, by the strike price per unit, for 

each such retail forex transaction, by calculating the value in U.S. Dollars for such transaction, at 

the time the transaction was established, excluding for this purpose the value in U.S. Dollars of 

offsetting long and short transactions, if any, and for any cleared swap by the value as determined 

consistent with the terms of part 45 of the Commission’s regulations; and 

(2) The person may net futures contracts with the same underlying commodity across designated 

contract markets and foreign boards of trade; and swaps cleared on the same designated clearing 

organization where appropriate; and

(C) Will not be, and has not been, marketing participations to the public as or in a commodity pool 

or otherwise as or in a vehicle for trading in the commodity futures, commodity options, or swaps 

markets.

(5) Annual Notice. Each person who has filed a notice of exclusion under this section must affirm 

on an annual basis the notice of exemption from registration, withdraw such exemption due to the 
122

cessation of activities requiring registration or exemption therefrom, or withdraw such exemption 

and apply for registration within 60 days of the calendar year end through National Futures 

Association’s electronic exemption filing system.

* * * * *

3. In § 4.7:

a. Amend paragraphs (a)(3)(ix) and (a)(3)(x)

b. Remove paragraphs (b)(3)(ii), (b)(3)(iii)(A), and (b)(3)(iii)(B)

c. Redesignate (b)(3)(iii) as (b)(3)(ii).

The revisions and additions read as follows:

§ 4.7 Exemption from certain part 4 requirements for commodity pool operators with respect to 

offerings to qualified eligible persons and for commodity trading advisors with respect to advising 

qualified eligible persons.

* * * * *

(a) * * * 

(3) * * *

(ix) A natural person whose individual net worth, or joint net worth with that person’s spouse at 

the time of either his purchase in the exempt pool or his opening of an exempt account would 

qualify him as an accredited investor as defined in Sec. 230.501(a)(5) of this title;

(x) A natural person who would qualify as an accredited investor as defined in Sec. 203.501(a)(6) 

of this title;

* * * * * 

(b) * * *

(3) Annual report relief. (i) Exemption from the specific requirements of § 4.22(c) of this part; 

Provided, that within 90 calendar days after the end of the exempt pool's fiscal year or the 
123

permanent cessation of trading, whichever is earlier, the commodity pool operator electronically 

files with the National Futures Association and distributes to each participant in lieu of the 

financial information and statements specified by that section, an annual report for the exempt 

pool, affirmed in accordance with § 4.22(h) which contains, at a minimum:

(A) A Statement of Financial Condition as of the close of the exempt pool's fiscal year (elected in 

accordance with § 4.22(g));

(B) A Statement of Operations for that year;

(C) Appropriate footnote disclosure and such further material information as may be necessary to 

make the required statements not misleading. For a pool that invests in other funds, this 

information must include, but is not limited to, separately disclosing the amounts of income, 

management and incentive fees associated with each investment in an investee fund that exceeds 

five percent of the pool's net assets. The income, management and incentive fees associated with 

an investment in an investee fund that is less than five percent of the pool's net assets may be 

combined and reported in the aggregate with the income, management and incentive fees of other 

investee funds that, individually, represent an investment of less than five percent of the pool's net 

assets. If the commodity pool operator is not able to obtain the specific amounts of management 

and incentive fees charged by an investee fund, the commodity pool operator must disclose the 

percentage amounts and computational basis for each such fee and include a statement that the 

CPO is not able to obtain the specific fee amounts for this fund;

(D) Where the pool is comprised of more than one ownership class or series, information for the 

series or class on which the financial statements are reporting should be presented in addition to 

the information presented for the pool as a whole; except that, for a pool that is a series fund 
124

structured with a limitation on liability among the different series, the financial statements are not 

required to include consolidated information for all series. 

(ii) Legend. If a claim for exemption has been made pursuant to this section, the commodity pool 

operator must make a statement to that effect on the cover page of each annual report.

* * * * *

4. In § 4.13:

a. Remove paragraph (a)(4)

b. Revise paragraphs (a)(3)(ii)(B)(1), (a)(3)(ii)(B)(2), (b)(1)(ii) and (e)

c. Redesignate paragraph (b)(4) as paragraph (b)(5), and add new paragraph (b)(4).

The removals, revisions and additions read as follows:

§ 4.13 Exemption from registration as a commodity pool operator.

* * * * *

(a) * * *

(3) * * *

(ii) * * *

(B) * * *

(1) The term “notional value” shall be calculated for each futures position by multiplying the 

number of contracts by the size of the contract, in contract units (taking into account any multiplier 

specified in the contract, by the current market price per unit, for each such option position by 

multiplying the number of contracts by the size of the contract, adjusted by its delta, in contract 

units (taking into account any multiplier specified in the contract, by the strike price per unit, for 

each such retail forex transaction, by calculating the value in U.S. Dollars of such transaction, at 

the time the transaction was established, excluding for this purpose the value in U.S. Dollars of 
125

offsetting long and short transactions, if any, and for any cleared swap by the value as determined 

consistent with the terms of part 45 of the Commission’s regulations; and 

(2) The person may net futures contracts with the same underlying commodity across designated 

contract markets and foreign boards of trade; and swaps cleared on the same designated clearing 

organization where appropriate; and

* * *

(4) Reserved.

(b) * * *

(2) * * *

(ii) Contain the section number pursuant to which the operator is filing the notice (i.e., § 

4.13(a)(1), (a)(2), or (a)(3)) and represent that the pool will be operated in accordance with the 

criteria of that paragraph; and

(3) * * * 

(4) Annual Notice. Each person who has filed a notice of exemption from registration under this 

section must affirm on an annual basis the notice of exemption from registration, withdraw such 

exemption due to the cessation of activities requiring registration or exemption therefrom, or 

withdraw such exemption and apply for registration within 60 days of the calendar year end 

through National Futures Association’s electronic exemption filing system.

* * * * *

(e) * * *

(2) If a person operates one or more commodity pools described in paragraph (a)(3) of this 

section, and one or more commodity pools for which it must be, and is, registered as a commodity 

pool operator, the person is exempt from the requirements applicable to a registered commodity 
126

pool operator with respect to the pool or pools described in paragraph (a)(3) of this section; 

Provided, That the person:

* * * * *

5. In § 4.14:

a. Revise paragraph (a)(8)(i)(D)

b. Redesignate paragraph (a)(8)(iii)(D) as (a)(8)(iii)(E) and add paragraph (a)(8)(iii)(D).

The amendment reads as follows:

§ 4.14 Exemption from registration as a commodity trading adviser.

* * * * *

(a) * * *

(8) * * *

(i) * * *

(D) A commodity pool operator who has claimed an exemption from registration under § 

4.13(a)(3), or, if registered as a commodity pool operator, who may treat each pool it operates that 

meets the criteria of § 4.13(a)(3) as if it were not so registered; and

(ii) * * *

(iii) * * *

(D) Annual Notice. Each person who has filed a notice of exemption from registration under this 

section must affirm on an annual basis the notice of exemption from registration, withdraw such 

exemption due to the cessation of activities requiring registration or exemption therefrom, or 

withdraw such exemption and apply for registration within 60 days of the calendar year end 

through National Futures Association’s electronic exemption filing system.
127

* * * * *

6. In § 4.24, add paragraph (b)(5) to read as follows:

§ 4.24 General disclosures required.

* * * * *

(b) * * *

(5) If the pool may engage in swaps, the Risk Disclosure Statement must further state:

SWAPS TRANSACTIONS, LIKE OTHER FINANCIAL TRANSACTIONS, INVOLVE A 

VARIETY OF SIGNIFICANT RISKS. THE SPECIFIC RISKS PRESENTED BY A 

PARTICULAR SWAP TRANSACTION NECESSARILY DEPEND UPON THE TERMS OF 

THE TRANSACTION AND YOUR CIRCUMSTANCES. IN GENERAL, HOWEVER, ALL 

SWAPS TRANSACTIONS INVOLVE SOME COMBINATION OF MARKET RISK, CREDIT 

RISK, COUNTERPARTY CREDIT RISK, FUNDING RISK, LIQUIDITY RISK, AND 

OPERATIONAL RISK. 

HIGHLY CUSTOMIZED SWAPS TRANSACTIONS IN PARTICULAR MAY INCREASE 

LIQUIDITY RISK, WHICH MAY RESULT IN A SUSPENSION OF REDEMPTIONS. 

HIGHLY LEVERAGED TRANSACTIONS MAY EXPERIENCE SUBSTANTIAL GAINS OR 

LOSSES IN VALUE AS A RESULT OF RELATIVELY SMALL CHANGES IN THE VALUE 

OR LEVEL OF AN UNDERLYING OR RELATED MARKET FACTOR. 

IN EVALUATING THE RISKS AND CONTRACTUAL OBLIGATIONS ASSOCIATED WITH 

A PARTICULAR SWAP TRANSACTION, IT IS IMPORTANT TO CONSIDER THAT A 

SWAP TRANSACTION MAY BE MODIFIED OR TERMINATED ONLY BY MUTUAL 

CONSENT OF THE ORIGINAL PARTIES AND SUBJECT TO AGREEMENT ON 

INDIVIDUALLY NEGOTIATED TERMS. THEREFORE, IT MAY NOT BE POSSIBLE FOR 

THE COMMODITY POOL OPERATOR TO MODIFY, TERMINATE, OR OFFSET THE 

POOL’S OBLIGATIONS OR THE POOL’S EXPOSURE TO THE RISKS ASSOCIATED WITH 

A TRANSACTION PRIOR TO ITS SCHEDULED TERMINATION DATE.

* * * * *

7. In § 4.34, add paragraph (b)(4) to read as follows:

§ 4.34 General disclosures required.

* * * * *

(b) * * *
128

(4) If the commodity trading advisor may engage in swaps, the Risk Disclosure Statement must 

further state:

SWAPS TRANSACTIONS, LIKE OTHER FINANCIAL TRANSACTIONS, INVOLVE A 

VARIETY OF SIGNIFICANT RISKS. THE SPECIFIC RISKS PRESENTED BY A 

PARTICULAR SWAP TRANSACTION NECESSARILY DEPEND UPON THE TERMS OF 

THE TRANSACTION AND YOUR CIRCUMSTANCES. IN GENERAL, HOWEVER, ALL 

SWAPS TRANSACTIONS INVOLVE SOME COMBINATION OF MARKET RISK, CREDIT 

RISK, FUNDING RISK, AND OPERATIONAL RISK. 

HIGHLY CUSTOMIZED SWAPS TRANSACTIONS IN PARTICULAR MAY INCREASE 

LIQUIDITY RISK, WHICH MAY RESULT IN YOUR ABILITY TO WITHDRAW YOUR 

FUNDS BEING LIMITED. HIGHLY LEVERAGED TRANSACTIONS MAY EXPERIENCE 

SUBSTANTIAL GAINS OR LOSSES IN VALUE AS A RESULT OF RELATIVELY SMALL 

CHANGES IN THE VALUE OR LEVEL OF AN UNDERLYING OR RELATED MARKET 

FACTOR. 

IN EVALUATING THE RISKS AND CONTRACTUAL OBLIGATIONS ASSOCIATED WITH 

A PARTICULAR SWAP TRANSACTION, IT IS IMPORTANT TO CONSIDER THAT A 

SWAP TRANSACTION MAY BE MODIFIED OR TERMINATED ONLY BY MUTUAL 

CONSENT OF THE ORIGINAL PARTIES AND SUBJECT TO AGREEMENT ON 

INDIVIDUALLY NEGOTIATED TERMS. THEREFORE, IT MAY NOT BE POSSIBLE TO 

MODIFY, TERMINATE, OR OFFSET YOUR OBLIGATIONS OR YOUR EXPOSURE TO 

THE RISKS ASSOCIATED WITH A TRANSACTION PRIOR TO ITS SCHEDULED 

TERMINATION DATE.

* * * * *

8. In § 4.27: 

a. Add paragraphs (a) – (c) and (e) – (g).

b. Redesignate the current text as paragraph (d) and revise to read as follows.

The amendments read as follows:

§ 4.27 Additional reporting by advisors of certain large commodity pools.

(a) General definitions. For the purposes of this section:

(1) Commodity pool operator or CPO has the same meaning as “commodity pool operator” 

defined in section 1a(11) of the Commodity Exchange Act;
129

(2) Commodity trading advisor or CTA has the same meaning as “commodity trading advisor” 

defined in section 1a(12);

(3) Direct has the same meaning as “direct” defined in section 4.10(f);

(4) Net asset value or NAV has the same meaning as “net asset value” as defined in section

4.10(b);

(5) Pool has the same meaning as “pool” as defined in section 1(a)(10) of the Commodity 

Exchange Act;

(6) Reporting period means the reporting period as defined in the forms promulgated 

hereunder;

(b) Persons required to report. A reporting person is:

(1) Any commodity pool operator that is registered or required to be registered under the 

Commodity Exchange Act and the Commission’s regulations thereunder; or 

(2) Any commodity trading advisor that is registered or required to be registered under the 

Commodity Exchange Act and the Commission’s regulations thereunder.

(c) Reporting. (1) Except as provided in section (c)(2) below, each reporting person shall file 

with the National Futures Association, a report with respect to the directed assets of each pool 

under the advisement of the commodity pool operator consistent with appendix A to this part or 

commodity trading advisor consistent with appendix C to this part.

(2) All financial information shall be reported in accordance with generally accepted 

accounting principles consistently applied.

(d) Investment advisers to private funds. Except as otherwise expressly provided in this 

section, CPOs and CTAs that are dually registered with the Securities and Exchange Commission 

and are required to file Form PF pursuant to the rules promulgated under the Investment Advisers 
130

Act of 1940, shall file Form PF with the Securities and Exchange Commission in lieu of filing 

such other reports with respect to private funds as may be required under this section. In addition, 

except as otherwise expressly provided in this section, CPOs and CTAs that are dually registered 

with the Securities and Exchange Commission and are required to file Form PF pursuant to the 

rules promulgated under the Investment Advisers Act of 1940, may file Form PF with the 

Securities and Exchange Commission in lieu of filing such other reports with respect to 

commodity pools that are not private funds as may be required under this section. Dually 

registered CPOs and CTAs that file Form PF with the Securities and Exchange Commission will 

be deemed to have filed Form PF with the Commission for purposes of any enforcement action 

regarding any false or misleading statement of a material fact in Form PF.

(e) Filing requirements. Each report required to be filed with the National Futures Association 

under this section shall:

(1)(i) Contain an oath and affirmation that, to the best of the knowledge and belief of the 

individual making the oath and affirmation, the information contained in the document is accurate 

and complete; Provided, however, That it shall be unlawful for the individual to make such oath or 

affirmation if the individual knows or should know that any of the information in the document is 

not accurate and complete and

(ii) Each oath or affirmation must be made by a representative duly authorized to bind the CPO 

or CTA.

(2) Be submitted consistent with the National Futures Association’s electronic filing 

procedures.
131

(f) Termination of reporting requirement. All reporting persons shall continue to file such 

reports as are required under this section until the effective date of a Form 7W filed in accordance 

with the Commission’s regulations.

(g) Public records. Reports filed pursuant to this section shall not be considered Public 

Records as defined in Sec. 145.0 of this chapter.

* * * * *

PART 145—COMMISSION RECORDS AND INFORMATION

9. The authority citation for part 145 continues to read as follows:

Authority: Publ. L. 99-570, 100 Stat. 3207; Pub. L. 89-554, 80 Stat. 383; Pub. L. 90-23, 81 Stat. 

54; Pub. L. 98-502, 88 Stat. 156101564 (5 U.S.C. 552); Sec. 101(a), Pub. L. 93-463, 88 Stat. 1389 

(5 U.S.C. 4a(j)).

10. In § 145.5, revise (d)(1)(viii) and (h) to read as follows:

§ 145.5 Disclosure of nonpublic records.

* * * * * 

(d) * * *

(1) * * *

(viii) The following reports and statements that are also set forth in paragraph (h) of this section, 

except as specified in 17 CFR 1.10(g)(2) or 17 CFR 31.13(m): Forms 1-FR required to be filed 

pursuant to 17 CFR 1.10; FOCUS reports that are filed in lieu of Forms 1-FR pursuant to 17 CFR 

1.10(h); Forms 2-FR required to be filed pursuant to 17 CFR 31.13; the accountant’s report on 

material inadequacies filed in accordance with 17 CFR 1.16(c)(5); all reports and statements 

required to be filed pursuant to 17 CFR 1.17(c)(6); and
132

(A) (i) The following portions of Form CPO-PQR required to be filed pursuant to 17 CFR 4.27: 

Schedule A: Question 2, subparts (b) and (d); Question 3, subparts (g) and (h); Question 9; 

Question 10, subparts (b), (c), (d), (e), and (g); Question 11; Question 12; and Schedules B and C;

(ii) The following portions of Form CTA-PR required to be filed pursuant to 17 CFR 4.27: 

Question 2, subparts (c) and (d); 

* * * * *

(h) Contained in or related to examinations, operating, or condition reports prepared by, on behalf 

of, or for the use of the Commission or any other agency responsible for the regulation or 

supervision of financial institutions, including, but not limited to the following reports and 

statements that are also set forth in paragraph (d)(1)(viii) of this section, except as specified in 17 

CFR 1.10(g)(2) and 17 CFR 31.13(m): Forms 1-FR required to be filed pursuant to 17 CFR 1.10; 

FOCUS reports that are filed in lieu of Forms 1-FR pursuant to 17 CFR 1.10(h); Forms 2-FR 

required to be filed pursuant to 17 CFR 31.13; the accountant’s report on material inadequacies 

filed in accordance with 17 CFR 1.16(c)(5); all reports and statements required to be filed pursuant 

to 17 CFR 1.17(c)(6); and 

(1) The following portions of Form CPO-PQR required to be filed pursuant to 17 CFR 4.27: 

Schedule A: Question 2, subparts (b) and (d); Question 3, subparts (g) and (h); Question 9; 

Question 10, subparts (b), (c), (d), (e), and (g); Question 11; Question 12; and Question 13; and 

Schedules B and C;

(2) The following portions of Form CTA-PR required to be filed pursuant to 17 CFR 4.27: 

Question 2, subparts (c) and (d); and

* * * * *

PART 147—OPEN COMMISSION MEETINGS
133

11. The authority citation for part 147 continues to read as follows:

Authority: Sec. 3(a), Pub. L. 94-409, 90 Stat. 1241 (5 U.S.C. 552b); sec. 101(a)(11), Pub. L. 93-

463, 88 Stat. 1391 (7U.S.C. 4a(j) (Supp. V, 1975)).

12. In § 147.3, revise (b)(4)(i) and (b)(8) to read as follows:

§ 147.3 General requirement of open meetings; grounds upon which meetings may be closed.

* * * * *

(b) * * *

(4)(i) * * *

(H) The following reports and statements that are also set forth in paragraph (b)(8) of this section, 

except as specified in 17 CFR 1.10(g)(2) or 17 CFR 31.13(m): Forms 1-FR required to be filed 

pursuant to 17 CFR 1.10; FOCUS reports that are filed in lieu of Forms 1-FR pursuant to 17 CFR 

1.10(h); Forms 2-FR required to be filed pursuant to 17 CFR 31.13; the accountant’s report on 

material inadequacies filed in accordance with 17 CFR 1.16(c)(5); all reports and statements 

required to be filed pursuant to 17 CFR 1.17(c)(6); the following portions of Form CPO-PQR 

required to be filed pursuant to 17 CFR 4.27: Schedule A: Question 2, subparts (b) and (d); 

Question 3, subparts (g) and (h); Question 9; Question 10, subparts (b), (c), (d), (e), and (g); 

Question 11; and Question 12; and Schedules B and C; and the following portions of Form CTAPR required to be filed pursuant to 17 CFR 4.27: Question 2, subparts (c) and (d);

* * * 

(8) Disclose information contained in or related to examination, operating, or condition reports 

prepared by, on behalf of, or for the use of the Commission or any other agency responsible for the 

regulation or supervision of financial institutions, including, but not limited to the following 
134

reports and statements that are also set forth in paragraph (b)(4)(i)(H) of this section, except as 

specified in 17 CFR 1.10(g)(2) or 17 CFR 31.13(m): Forms 1-FR required to be filed pursuant to 

17 CFR 1.10; FOCUS reports that are filed in lieu of Forms 1-FR pursuant to 17 CFR 1.10(h); 

Forms 2-FR pursuant to 17 CFR 31.13; the accountant’s report on material inadequacies filed in 

accordance with 1.16(c)(5); and all reports and statements required to be filed pursuant to 17 CFR 

1.17(c)(6); and

(i) The following portions of Form CPO-PQR required to be filed pursuant to 17 CFR 4.27: 

Schedule A: Question 2, subparts (b) and D; Question 3, subparts (g) and (h); Question 10, 

subparts (b), (c), (d), (e), and (g); Question 11; Question 12; and Question 13; and Schedules B and 

C; and

(ii) The following portions of Form CTA-PR required to be filed pursuant to 17 CFR 4.27: 

Schedule B: Question 4, subparts (b), (c), (d), and (e); Question 5; and Question 6;

* * * * *

13. In appendices A and C to part 4:

a. Remove appendix A; and

b. Add appendix A and appendix C.

Appendices A and C to read as follows: [FORMS CPO-PQR (app. A) and CTA-PR (app. C) 

attached hereto]

Issued in Washington, DC, on February 8, 2012 by the Commission.

David A. Stawick,

Secretary of the Commission
135

Appendices to Commodity Pool Operators and Commodity Trading Advisors: Amendments to 

Compliance Obligations—Commission Voting Summary and Statements of Commissioners

NOTE: The following appendices will not appear in the Code of Federal Regulations

Appendix 1- Commission Voting Summary

On this matter, Chairman Gensler, Commissioners Chilton, O’Malia and Wetjen voted in the 

affirmative; Commissioners Sommers voted in the negative.

Appendix 2- Statement of Chairman Gary Gensler 

I support the final rule increasing the transparency to regulators of commodity pool operators 

(CPOs) and commodity trading advisors (CTAs) acting in the derivatives marketplace – for both 

futures and swaps. This rule reinstates the regulatory requirements in place prior to 2003 for 

registered investment companies that trade over a de minimis amount in commodities or market 

themselves as commodity funds. This rule enhances transparency in a number of ways and 

increases customer protections through amendments to the compliance obligations for CPOs and 

CTAs. 

First, these amendments are consistent with the Dodd-Frank Wall Street Reform and Consumer 

Protection Act (Dodd-Frank Act), as these changes bring the swaps activities of CPOs and CTAs 

under the CFTC’s oversight. If CPOs and CTAs are trading swaps, they will have to register with 

the Commission, giving their customers the benefit of the protections in the Dodd-Frank Act. 

Second, these amendments addressed the concerns raised by the National Futures Association 

(NFA) in its petition requesting the Commission to reinstate Commission oversight of CPOs and 

CTAs for futures that existed prior to 2003. Since 2003, the participation of registered investment 

companies in commodity futures, swaps, and options markets has increased significantly. Some
136

registered investment companies have been marketing commodity pools to retail investors and are 

operating without the supervision of the CFTC and the NFA. In addition, foreign advisors with 

U.S. customers have been exempt from supervision since 2003. The final rule reinstates the 

protections that futures customers of CPOs and CTAs had prior to the exemptions the Commission 

granted in 2003. It is critical to bring the pools that have been in the dark since 2003 back into the 

light so their customers can benefit from the CFTC’s oversight.

Third, the final rule increases transparency to regulators by enhancing data available to the 

Commission and the NFA, providing a much more complete understanding of how these pools are 

operating in the derivatives markets for futures and swaps. The data, which CPOs and CTAs will 

submit through Form CPO-PQR and Form CTA-PR, will help the Commission develop further 

regulatory protections for customers of these entities, market participants and the American public. 

The Commission benefited from significant public comment on this rule. Some commenters 

raised questions about the definition of bona fide hedging under section 4.5, in particular that risk 

mitigation positions were not included in such bona fide hedging transactions. The final rule 

provides treatments consistent with the Commission’s treatment of registered investment 

companies prior to 2003, and, in fact, this rule reinstates criteria in place before 2003. The 

Commission determined not to include risk management positions within the bona fide hedging 

exemption because many, if not most, positions in a portfolio could potentially be characterized as 

serving a risk management purpose. This would result in an overly broad exclusion from the 

definition of CPO. 
137

Further, bona fide hedging transactions are excluded from determining whether a registered 

investment company has to register under 4.5, though these transactions are not excluded when 

determining whether commodity pools not registered with the Securities and Exchange 

Commission (SEC) will be required to register with the CFTC under section 4.13 (a)(3). With 

respect to the consideration of bona fide hedging positions under 4.13(a)(3), the Commission 

previously stated its position that bona fide hedging positions should not be excluded within the de 

minimis exemption in 4.13(a)(3) when it proposed that rule. In the proposal for 4.13(a)(3) (68 FR 

12622, 12627), the Commission stated its belief that 4.13(a)(3) should not differentiate between 

trading for bona fide hedging and non-hedging purposes because the rule is intended to apply to 

strictly de minimis situations, where trading is limited regardless of purpose. Conversely, the 

exclusion under 4.5 was not solely determined by the de minimis nature of the trading, but rather 

the combination of the de minimis amount of trading and the fact that the investment vehicle was 

otherwise regulated by the SEC. See 67 FR 65743.

Several commenters asked the Commission to reconsider the treatment of family offices under 

these rules. The Commission will continue to permit family offices to rely on existing guidance 

for family offices seeking relief from the requirements of Part 4. The Commission also is directing 

staff to look into the possibility of adopting a family offices exemption that is similar to the rule 

recently adopted by the SEC and is soliciting comment from the public. 

Appendix 3- Dissenting Statement of Commissioner Jill E. Sommers
138

The amendments to the Commission’s Part 4 regulations we are adopting with these final rules 

were prompted by a petition from the NFA seeking to reinstate certain operating restrictions that 

were in place prior to 2003 for entities excluded from the definition of CPO under § 4.5. Had we 

limited the amendments to address the issues raised by the NFA’s petition, we could have met our 

regulatory objectives without disrupting a significant number of business structures. I would have 

supported such an approach. As it is, we have gone far beyond what was needed to resolve NFA’s 

concerns and I must dissent.

Section 404 of the Dodd-Frank Act requires certain advisors of private funds to register with the 

SEC and to report to the SEC information “as necessary and appropriate . . . for the protection of 

investors or for the assessment of systemic risk by the Financial Stability Oversight Council.” 

With the finalization of these rules, the Commission has determined that the “sources of risk 

delineated in the Dodd-Frank Act with respect to private funds are also presented by commodity 

pools” and that registration of certain previously exempt or excluded CPOs is therefore necessary 

“to assess the risk posed by such investment vehicles in the derivatives markets and the financial 

system generally.” The Commission states that the data it will collect as a consequence of 

registration is necessary “in order to fulfill the Commission’s systemic risk mitigation mandate.” 

While I agree that the Commission has a regulatory interest in the activities of commodity pools, 

this overstates the case and gives a false impression that the data we gather will enable us to 

actively monitor pools for systemic risk, that we have the resources to do so, and that we will do 

so. Moreover, Congress was aware of the existing exclusions and exemptions for CPOs when it 

passed Dodd-Frank and did not direct the Commission to narrow their scope or require reporting 

for systemic risk purposes. The Commission justifies the new rules as a response to the financial 
139

crisis of 2007 and 2008 and the passage of Dodd-Frank, yet there is no evidence to suggest that 

inadequate regulation of commodity pools was a contributing cause of the crisis, or that subjecting 

entities to a dual registration scheme will somehow prevent a similar crisis in the future. 

I could nevertheless support a revision of the current exclusions and exemptions that would give us 

access to information we determine is necessary to carry out our regulatory mission if supported by 

a sufficient cost-benefit analysis. The rationale underlying a number of the decisions encompassed 

by the rules is sorely lacking, however, and is not supported by the existing cost-benefit analysis. 

The Commission concludes, for example, that bona fide hedging transactions are unlikely to 

present the same level of risk as risk mitigation positions because they are offset by exposure in the 

physical markets. A risk mitigation position is, by definition, a position that mitigates or “offsets” 

exposure in another market. Both are hedges and there is no explanation as to why the 

Commission believes that bona fide hedges are less risky. The preamble states that the alternative 

net notional test under § 4.5 is meant to be consistent with the net notional test set forth in § 

4.13(a)(3), except the § 4.5 test allows unlimited use of futures, options or swaps for bona fide 

hedging purposes, while the § 4.13(a)(3) test does not. No explanation is given for the differing 

treatment. We reject an exemption for foreign advisors similar to the exemption allowed by the 

Investment Advisors Act of 1940 under Section 403 of Dodd-Frank because we lack information 

on the activities of foreign pools, even though, as some commenters observed, this may result in 

nearly all non-U.S. based CPOs operating a pool with at least one U.S. investor having to register 

and report all of their derivatives activities to the Commission, including activity that may be 

subject to comparable foreign regulation. While we leave open the possibility of future 

exemptions based on information we collect on Forms CPO-PQR and CTA-PR, the more likely 
140

result of this new policy is that U.S. participants will be excluded from investing in foreign pools. 

The Commission may have good reasons for this course of action, but no rationale is given.

Our “split the baby” approach on the issue of family offices is illogical. The Commission states 

that it is “essential that family offices remain subject to the data collection requirements” to fulfill 

our regulatory mission and to develop a comprehensive view of such firms to determine whether 

an exemption may be appropriate in the future. At the same time, we are allowing an unknown 

percentage of family offices to rely on previously issued interpretive letters to avoid registration, 

reporting and other compliance obligations. This makes no sense. We either need this data or we 

do not. Family offices may fit within the parameters of the existing interpretive letters, in which 

case we will not develop the comprehensive view we are seeking. On the other hand, we ignore 

the fact that we have consistently found, for more than three decades, that family offices are not 

the type of collective investment vehicle that Congress intended to regulate in adopting the CPO 

and commodity pool definitions, a finding that Congress confirmed in § 409 of Dodd-Frank with 

respect to investment advisors. Moreover, our repeal of the family office exemption is inconsistent 

with the exclusion recently adopted by the SEC pursuant to § 409 at a time when Dodd-Frank has 

urged us to harmonize our rules to the fullest extent possible.

It is unlikely, in my view, that the cost-benefit analysis supporting the rules will survive judicial 

scrutiny if challenged. And, although I am relieved that the recordkeeping, reporting and 

disclosure obligations required by the rules will be delayed until after proposed harmonization 

rules are finalized, the rules contain a confusing and needlessly complicated set of compliance 

dates for other provisions.
141

While I have felt that many of the rules we have finalized in the last few months were far too 

overreaching, our justification that a particular rule was required by statute was largely accurate. 

With regard to these rules the same justification does not hold true. These rules are not mandated 

by Dodd-Frank, and I do not believe that the benefits articulated within the final rules outweigh the 

substantial costs to the fund industry. We admit in the preamble that we do not have enough 

information to determine the validity of requiring some of these entities to register. A more 

prudent approach would have been to gather the information first and then decide what constitutes 

sound policy. For these and other reasons, I cannot support the final rules. 
TEMPLATE: DO NOT SEND TO NFA

POOL QUARTERLY REPORT FOR COMMODITY POOL OPERATORS 

142

COMMODITY FUTURES TRADING COMMISSION

Instructions for Using the Form CPO-PQR Template

CFTC Form CPO-PQR

OMB No.: 3038-XXXX

READ THESE INSTRUCTIONS CAREFULLY BEFORE COMPLETING OR REVIEWING THE REPORTING 

FORM. 

This document is not a reporting form. Do not send this document to NFA. It is a template that you may use 

to assist in filing the electronic reporting form with the NFA at: http://www.nfa.futures.org. 

You may fill out the template online and save and/or print it when you are finished or you can download the template 

and/or print it and fill it out later.

DEFINED TERMS

Words that are underlined in this form are defined terms and have the meanings contained in the Definitions of Terms 

section.

GENERAL

Read the Instructions and Questions Carefully

Please read the instructions and the questions in this Form CPO-PQR carefully. 

In this Form CPO-PQR, “you” means the CPO. 

Call the CFTC with Questions

If there is any question about whether particular information must be provided or about the manner in which particular 

information must be provided, contact the CFTC for clarification.
TEMPLATE: DO NOT SEND TO NFA

143

CFTC POOL QUARTERLY REPORT FOR COMMODITY POOL OPERATORS 

Instructions for Using the Form CPO-PQR Template

REPORTING INSTRUCTIONS

1. All CPOs Are Required to Complete and File the Form CPO-PQR

All CPOs are required to complete and file a Form CPO-PQR for each Reporting Period during which they satisfy the 

definition of CPO and operate at least one Pool. If a pool is operated by Co-CPOs, the CPO with the higher total 

AUM, aggregated across all pools operated by the CPO should report for that Pool. Further, if a pool is operated by 

Co-CPOs and one of them is an Investment Adviser, the non-Investment Adviser CPO must file relevant section(s) 

even though a Form PF was filed for that pool by the Investment Adviser CPO.

 

2. Only Certain Schedules of this Form CPO-PQR Are Required of Certain CPOs

Only certain Schedules of this Form CPO-PQR are required to be completed and filed by certain CPOs. 

Schedule A

Schedule A must be completed and filed by each CPO for every Reporting Period during which they satisfy the 

definition of CPO and operate at least one Pool. Large CPOs must complete and file a Schedule A within 60 days of 

the close of the most recent Reporting Period during which they satisfied the definition of Large CPO. All other CPOs 

must complete and file a Schedule A within 90 days of the close of the calendar year. The information provided 

herein should be as of the last business day of the reporting period. 

Part 1 of Schedule A surveys basic information about the reporting CPO. Part 2 of Schedule A asks for more specific 

information about each of the CPO’s Pools, including questions about the Pool’s key relationship and about the 

Pool’s investment positions. 

Substituted Compliance for Schedules B and C

To the extent that a CPO is a dual registrant and is required to file Form PF with the SEC, then it may elect to file 

Form PF for all pools it, or any related person as defined for purposes of Form PF, may operate.

Schedule B

Schedule B must be completed and filed annually by Mid-Sized CPOs. Mid-Sized CPOs must complete and file a 

Schedule B within 90 days of the close of each calendar year during which they satisfied the definition of Mid-Sized 

CPO and operated at least one Pool. A CPO that qualifies as a Mid-Sized CPO at any point during the calendar year 

must complete and file a separate Schedule B for each Pool that it operated during the calendar year. 

Schedule B must be completed and filed quarterly by Large CPOs. Large CPOs must complete and file a Schedule 

B within 60 days of the close of the most recent Reporting Period during which they satisfied the definition of Large 

CPO and operated at least one Pool. A CPO that qualifies as a Large CPO at any point during the Reporting Period

must complete and file a separate Schedule B for each Pool that it operated during the Reporting Period.

Schedule B Substitution

Any Mid-Sized CPO or Large CPO that is: (i) registered with the SEC as an Investment Adviser; and (ii) operated 

only Pools that satisfy the definition of Private Fund during the calendar year or Reporting Period, respectively, will be 

deemed to have satisfied its Schedule B filing requirements by completing and filing Sections 1.b. and 1.c. of Form 

PF for each Pool that it operated during the calendar year or Reporting Period, respectively, in question. 
TEMPLATE: DO NOT SEND TO NFA

144

CFTC POOL QUARTERLY REPORT FOR COMMODITY POOL OPERATORS 

Instructions for Using the Form CPO-PQR Template

2. Only Certain Schedules of this Form CPO-PQR Are Required of Certain CPOs (cont’d)

Further, to the extent that any Mid-Sized CPO or Large CPO is: (i) registered with the SEC as an Investment Adviser; 

and (ii) operated any Pools that do not satisfy the definition of Private Fund during the calendar year or Reporting 

Period, respectively, and does NOT elect to file Form PF under the substituted compliance provisions of Form PF, 

they will be required to complete and file a Schedule B for each Pool that it operated during the calendar year or 

Reporting Period, respectively, that did not satisfy the definition of a Private Fund. Schedule B will need to be 

completed in addition to the Mid-Sized CPO’s or Large CPO’s filing Form PF requirements. 

Schedule B asks for information about each Pool’s creditors, counterparties, borrowings, and clearing mechanisms.

Schedule C

Schedule C must be completed and filed only by Large CPOs. Large CPOs must complete and file a Schedule C 

within 60 days of the close of the most recent Reporting Period during which they satisfy the definition of a Large 

CPO and operate at least one Pool. A CPO that qualifies as a Large CPO at any point during the Reporting Period

must complete and file a separate Part 2 of Schedule C for each Large Pool that it operated during the Reporting 

Period.

Schedule C Substitution

Any Large CPO that is: (i) registered with the SEC as an Investment Adviser; and (ii) operated only Pools that satisfy 

the definition of Private Fund during the Reporting Period will be deemed to have satisfied its Schedule C filing 

requirements by completing and filing the applicable Sections 1 and 2 of Form PF for the Reporting Period in 

question. 

Further, to the extent that any Large CPO is: (i) registered with the SEC as an Investment Adviser; and (ii) operated 

any Pools that do not satisfy the definition of Private Fund during the Reporting Period and does NOT elect to file 

Form PF under the substituted compliance provisions of Form PF, they will be required to complete Parts 1 and 2 of 

Schedule C with respect to the Pool(s) that it operated during the Reporting Period that did not satisfy the definition of 

a Private Fund. For these Large CPOs, Part 1 of Schedule C will need to be completed with respect to all Pools that 

they operated during the Reporting Period that did not satisfy the definition of Private Fund, and Part 2 of Schedule C

will need to be completed with respect to all Large Pools that they operated during the Reporting Period that did not 

satisfy the definition of Private Fund. These Schedule C filings will need to be completed in addition to the Large 

CPO’s filing Form PF requirements.

Part 1 of Schedule C asks for information about the aggregated portfolios of the Pools that were not Private Funds

that the Large CPO operated during the Reporting Period.

Part 2 of Schedule C asks for certain risk metrics about the Large Pools that were not Private Funds that the Large 

CPO operated during the Reporting Period.
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Instructions for Using the Form CPO-PQR Template

3. The CPO May Be Required to Aggregate Information Concerning Certain Types of Pools

For purposes of determining whether a CPO meets the reporting thresholds for Schedules B and/or C of this Form 

CPO-PQR, the CPO must: (i) aggregate all Parallel Pool Structures, Parallel Managed Accounts and Master Feeder 

Arrangements; and (ii) treat any Pool or Parallel Managed Account operated by any of its Affiliated Entities as though 

it was operated by the CPO.

For purposes of determining whether a Pool qualifies as a Large Pool for Schedule C of this Form CPO-PQR, the 

CPO must: (i) aggregate all Pools that are part of the same Parallel Fund Structure or Master-Feeder Arrangement; 

(ii) aggregate any Parallel Managed Accounts with the largest Pool to which that Parallel Managed Account relates; 

and (iii) treat any Pool or Parallel Managed Account operated by any of your Affiliated Entities as though it was 

operated by the CPO.

However, for the parts of Form CPO-PQR that request information about individual Pools, you must report aggregate 

information for Parallel Managed Accounts and Master Feeder Arrangements as if each were an individual Pool, but 

not Parallel Pools. Assets held in Parallel Managed Accounts should be treated as assets of the Pools with which 

they are aggregated.

4. I advise a Pool that invests in other Pools or funds (e.g., a “fund of funds”). How should I treat these 

investments for purposes of Form CPO-PQR?

Investments in other Pools generally. For purposes of this Form CPO-PQR, you may disregard any Pool’s equity 

investments in other Pools. However, if you disregard these investments, you must do so consistently (e.g., do not 

include disregarded investments in the net asset value used for determining whether the fund is a “Qualifying Pool”). 

For Schedule A, Question 11, even if you disregard these assets, you may report the performance of the entire Pool

and are not required to recalculate performance in order to exclude these investments. Do not disregard any 

liabilities, even if incurred in connection with these investments. 

Pools that invest substantially all of their assets in other Pools or funds. If you are the CPO for a Pool that: (i) invests 

substantially all of its assets in the equity of Pools or Private Funds for which you are not the CPO; and (ii) aside from 

such Pool or Private Fund investments, holds only cash and cash equivalents and instruments acquired for the 

purpose of hedging currency exposure, then you are only required to complete Schedule A for that Pool. For all other 

purposes, you should disregard such Pools. For example, where questions request aggregate information regarding 

the Pools you advise, do not include the assets or liabilities of any such Pool.

Notwithstanding the foregoing, you must include disregarded assets in responding to Schedule A, Question 0).

5. I am required to aggregate funds or accounts to determine whether I meet a reporting threshold, or I am 

electing to aggregate funds for reporting purposes. How do I “aggregate” funds or accounts for these 

purposes?

Where two or more Parallel Pool Structures or Master-Feeder Arrangements are aggregated in accordance with 

Instruction 3, you must treat the aggregated funds as if they were all one Pool. Investments that a Feeder Fund

makes in a Master Fund should be disregarded, but other investments of the feeder fund should be treated as though 

they were investments of the aggregated fund.
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Instructions for Using the Form CPO-PQR Template

Where you are aggregating dependent parallel managed accounts to determine whether you meet a reporting 

threshold, assets held in the accounts should be treated as assets of the Pools with which they are aggregated.

Example 1. You advise a master-feeder arrangement with one feeder fund. The feeder 

fund has invested $500 in the master fund and holds a foreign exchange 

derivative with a notional value of $100. The master fund has used the $500 

received from the feeder fund to invest in corporate bonds. Neither fund has 

any other assets or liabilities.

For purposes of determining whether the funds comprise a qualifying Pool, 

this master-feeder arrangement should be treated as a single Pool whose 

only investments are $500 in corporate bonds and a foreign exchange 

derivative with a notional value of $100. If you elect to aggregate the masterfeeder arrangement for reporting purposes, the treatment would be the 

same.

Example 2. You advise a parallel pool structure consisting of two pools, named parallel 

pool A and parallel pool B. You also advise a related dependent parallel 

managed account. The account and each fund have invested in corporate 

bonds of Company X and have no other assets or liabilities. The value of 

parallel pool A’s investment is $400, the value of parallel pool B’s investment 

is $300 and the value of the account’s investment is $200.

For purposes of determining whether either of the parallel pools is a 

qualifying Pool, the entire parallel fund structure and the related dependent 

parallel managed account should be treated as a single Pool whose only 

asset is $900 of corporate bonds issued by Company X.

If you elect to aggregate the parallel fund structure for reporting purposes, 

you would disregard the dependent parallel managed account, so the result 

would be a single Pool whose only asset is $700 of corporate bonds issued 

by Company X.

6. I advise a Pool that invests in entities that are not Pools, or are exempt. How should I treat these 

investments for purposes of Form CPO-PQR?

Except as provided in Instruction 4, investments in funds should be included for all purposes under this Form CPOPQR. You are not, however, required to “look through” a Pool’s investments in any other entity unless the Form 

CPO-PQR specifically requests information regarding that entity or the other entity’s primary purpose is to hold 

assets or incur leverage as part of the Pool’s investment activities.

7. The Form CPO-PQR Must Be Filed Electronically with NFA

All CPOs must file their Forms CPO-PQR electronically using NFA’s EasyFile System. NFA’s EasyFile System can 

be accessed through NFA’s website at www.nfa.futures.org. You will use the same logon and password for filing 

your Form CPO-PQR as you would for any other EasyFile filings. Questions regarding your NFA ID# or your use of 

NFA’s EasyFile system should be directed to the NFA. The NFA’s contact information is available on its website.
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Instructions for Using the Form CPO-PQR Template

8. All Figures Reported in U.S. Dollars

All questions asking for amounts or investments must be reported in U.S. dollars. Any amounts converted to U.S. 

dollars must use the conversion rate in effect on the Reporting Date.

9. Use of U.S. GAAP

All financial information in this Report must be presented and computed in accordance with GAAP consistently 

applied.

10. Oath and Affirmation

This Form CPO-PQR will not be accepted unless it is complete and contains an oath or affirmation that, to the best of 

the knowledge and belief of the individual making the oath or affirmation, the information contained in the document 

is accurate and complete; provided however, that is shall be unlawful for the individual to make such oath or 

affirmation if the individual knows or should know that any of the information in this Form CPO-PQR is not accurate 

and complete.
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Definitions of Terms for the Form CPO-PQR Template

DEFINITIONS OF TERMS

Affiliated Entity: The term “Affiliated Entity” means any entity is an affiliate of another entity. An entity is an affiliate 

of another entity if the entity directly or indirectly controls, is controlled by or is under common control with the other 

entity.

Assets Under Management or AUM: The term “Assets Under Management” or “AUM” means the amount of all 

assets that are under the control of the CPO.

BP: The term “BP” means basis points.

Broker: The term “Broker” means any entity that provides clearing, prime brokerage or similar services to the Pool.

CDS: The term “CDS” means credit default swap.

CCP: The term “CCP” means a central counterparty or central clearing house, such as, but not limited to: CC&G, 

CME Clearing, The Depository Trust & Clearing Corporation (including FICC, NSCC and Euro CCP), EMCF, Eurex 

Clearing, Fedwire, ICE Clear Europe, ICE Clear U.S., ICE Trust, LCH Clearnet Limited, LCH Clearnet SA, Options 

Clearing Corporation and SIX x-clear.

Commodity Futures Trading Commission or CFTC: The term “Commodity Futures Trading Commission” or 

“CFTC” means the United States Commodity Futures Trading Commission.

Commodity Pool or Pool: The term “Commodity Pool” or “Pool” has the same meaning as “commodity pool” as 

defined in section 1a(10) of the Commodity Exchange Act.

Commodity Pool Operator or CPO: The term “commodity pool operator” or “CPO” has the same meaning as 

“commodity pool operator” defined in section 1a(11) of the Commodity Exchange Act.

Commodity Trading Advisor or CTA: The term “commodity trading advisor” or “CTA” has the same meaning as 

“commodity trading adviser” as defined in section 1a(12) of the Commodity Exchange Act.

Feeder Fund: See Master-Feeder Arrangement.

Financial Institution: The term “financial institution” means any of the following: (i) a bank or savings association, in 

each case as defined in the Federal Deposit Insurance Act; (ii) a bank holding company or financial holding company, 

in each case as defined in the Bank Holding Company Act of 1956; (iii) a savings and loan holding company, as 

defined in the Home Owners’ Loan Act; (iv) a Federal credit union, State credit union or State-chartered credit union, 

as those terms are defined in section 101 of the Federal Credit Union Act; (v) a Farm Credit System institution 

chartered and subject to the provisions of the Farm Credit Act of 1971; or (vi) an entity chartered or otherwise 

organized outside the United States that engages in banking activities.

Form CPO-PQR: The term “Form CPO-PQR” means this Form CPO-PQR.

Form PF: The term “Form PF” refers to the Form PF.
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Definitions of Terms for the Form CPO-PQR Template

GAAP: The term “GAAP” means U.S. Generally Accepted Accounting Principles.

Investment Adviser: The term “Investment Adviser” has the same meaning as “investment adviser” as defined in 

Section 202(a)(11) of the Investment Advisers Act of 1940.

Large CPO: The term “Large CPO” refers to any CPO that had at least $1.5 billion in aggregated Pool Assets Under 

Management as of the close of business on any day during the Reporting Period.

Large Pool: The term “Large Pool” means any Pool that has a Net Asset Value individually, or in combination with 

any Parallel Pool Structure, of at least $500 million as of the close of business on any day during the Reporting 

Period.

Master Fund: See Master-Feeder Arrangement.

Master-Feeder Arrangement: The phrase “Master-Feeder Arrangement” means an arrangement in which one or 

more funds (“Feeder Funds”) invest all or substantially all of their assets in a single fund (“Master Fund”). A fund 

would also be a Feeder Fund investing in a Master Fund for the purposes of this definition if it issued multiple classes 

or series of shares or interests and each class (or series) invests substantially all of its assets in shares (or other 

interests in) a single underlying Master Fund.

Mid-Sized CPO: The term “Mid-Sized CPO” refers to any CPO that had at least $150 million in aggregated Pool

Assets Under Management as of the close of business on any day during the Reporting Period.

National Futures Association or NFA: The term “National Futures Association” or “NFA” refers to the National 

Futures Association, a registered futures association under Section 17 of the Commodity Exchange Act.

Negative OTE: The term “Negative OTE” means negative open trade equity.

Net Asset Value or NAV: The term “Net Asset Value” or “NAV” has the same meaning as “net asset value” as 

defined in Commission Rule 4.10(b).

Non-U.S. Financial Institution: A “non-U.S. Financial Institution” means any of the following Financial Institutions: 

(i) a Financial Institution chartered outside the United States; (ii) a subsidiary of a U.S. Financial Institution that is 

separately incorporated or otherwise organized outside the United States; or (iii) a branch or agency that resides in 

the United States but has a parent that is a Financial Institution chartered outside the United States.

OTC: The term “OTC” means over-the-counter.

Parallel Managed Account: The term “Parallel Managed Account” means any managed account or other pool of 

assets that the CPO operates and that pursues substantially the same investment objective and strategy and invests 

side-by-side in substantially the same assets as the identified Pool. 
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Definitions of Terms for the Form CPO-PQR Template

Parallel Pool Structure: The term “Parallel Pool Structure” means any structure in which one or more Pools pursues 

substantially the same investment objective and strategy and invests side by side in substantially the same assets as 

another Pool.

Private Fund: The term “Private Fund” has the same meaning as “private fund” as defined in Form PF.

Positive OTE: The term “Positive OTE” means positive open trade equity.

Reporting Date: The term “Reporting Date” means the last calendar day of the Reporting Period for which this Form 

CPO-PQR is required to be completed and filed. For example, the Reporting Date for the first calendar quarter of a 

year is March 31; the Reporting Date for the second calendar quarter is June 30.

Reporting Period: The term “Reporting Period” means any of the individual calendar quarters (ending March 31, 

June 30, September 30, and December 31) for Large CPOs and the calendar year end for all other CPOs.

Trading Manager: The term “Trading Manager” means any entity or individual with sole or partial authority to invest 

Pool assets or to allocate Pool assets to other managers or investee Pools (including cash management firms). 

CTAs and other CPOs can be Trading Managers; however, a CPO should not identify itself as a Trading Manager.

Secured Borrowing: The term “Secured Borrowing” means obligations for borrowed money in respect of which the

borrower has posted collateral or other credit support. For purposes of this definition, repos are secured borrowings.

Securities and Exchange Commission or SEC: The term “Securities and Exchange Commission” or “SEC” means 

the United States Securities and Exchange Commission.

Side Arrangements and Side Letters: The term “Side Arrangements” or the term “Side Letters” means any 

arrangement that is extended to less than 100% of the Pool’s participants.

U.S. Financial Institution: The term “U.S. Financial Institution” means any of the following Financial Institutions: (i) 

a Financial Institution chartered in the United States (whether federally-chartered or state-chartered); (ii) a subsidiary 

of a Non-U.S. Financial Institution that is separately incorporated or otherwise organized in the United States; or (iii) a 

branch or agency that resides outside the United States but has a parent that is a Financial Institution chartered in 

the United States.

Unsecured Borrowing: The term “Unsecured Borrowing” means obligations for borrowed money in respect of which 

the borrower has not posted collateral or other credit support.

VaR: The term “VaR” means value at risk.
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NFA Form CPO-PQR Template · Schedule A

INSTRUCTIONS FOR COMPLETING SCHEDULE A

Every CPO is required to complete and file Schedule A of this Form CPO-PQR. This Schedule A must be completed 

for every Reporting Period during which the CPO operated at least one Pool. Part 1 of Schedule A asks for 

information about the CPO. Part 2 of Schedule A asks for information about each individual Pool that the CPO

operated during the Reporting Period. CPOs must complete and file a separate Part 2 for each Pool they operated 

any time during the Reporting Period.

Unless otherwise specified in a particular question, all information provided in this Schedule A should be accurate as 

of the Reporting Date.

PART 1 · INFORMATION ABOUT THE CPO

1. CPO INFORMATION

Provide the following general information concerning the CPO: 

a. CPO’s Name:

b. CPO’s NFA ID#:

c. Person to contact concerning this Form CPO-PQR: 

d. CPO’s chief compliance officer:

e. Total number of employees of the CPO:

f. Total number of equity holders of the CPO:

g. Total number of Pools operated by the CPO:

h. Telephone number and email for person identified in c. above

2. CPO ASSETS UNDER MANAGEMENT

Provide the following information concerning the amount of Assets Under Management by the CPO:

a. CPO’s Total Assets Under Management:

b. CPO’s Total Net Assets Under Management:
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NFA Form CPO-PQR Template · Schedule A

PART 2 · INFORMATION ABOUT THE POOLS OPERATED BY THE CPO

REMINDER: The CPO must complete and file a separate Part 2 for each Pool that the CPO operated during the 

Reporting Period.

3. POOL INFORMATION

Provide the following general information concerning the Pool:

a. Pool’s name:

b. Pool’s NFA ID#:

c. If the Pool is operated by Co-CPOs the name of the other CPOs

d. Under the laws of what state or country is the Pool organized:

e. On what date does the Pool’s fiscal year end:

f. Is this Pool a Private Fund? Yes  No 

g. List the English name of each Foreign Financial Regulatory Authority and the country with which the Pool is 

registered:

Foreign Financial Regulatory Authority Country

h. Is this a Master Fund in a Master-Feeder Arrangement? Yes  No 

If “Yes,” provide the name and NFA ID# of each Feeder Fund investing in this Pool:

Feeder Fund NFA ID#

i. Is this a Feeder Fund in a Master-Feeder Arrangement? Yes  No 

If “Yes,” provide the name and NFA ID# of the Master Fund in which this Pool invests:

Master Fund NFA ID#

 j. If this Pool invests in other Pools, a) what is the maximum number of investee pool tiers?

 i. What is the value of this Pool’s investments in equity of other Pools or private funds?
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NFA Form CPO-PQR Template · Schedule A

4. POOL THIRD PARTY ADMINISTRATORS

Provide the following information concerning the Pool’s third party administrator(s):

a. Does the CPO use third party administrators for the Pool? Yes  No 

If “Yes,” provide the following information for each third party administrator:

i. Name of the administrator:

ii. NFA ID# of administrator:

iii. Address of the administrator:

iv. Telephone number of the administrator:

v. Starting date of the relationship with the administrator:

vi. Services performed by the administrator:

Preparation of Pool financial statements: 

Calculation of Pool’s performance: 

Maintenance of the Pool’s books and records: 

Other ______________________________: 

b. What percentage of the Pool’s Assets Under Management is valued by a third party administrator, or similar 

entity, that is independent of the CPO? %

If the number entered is greater than “0,” provide the following information:

Name(s) of the third party(-ies):

5. POOL BROKERS

Provide the following information concerning the Pool’s Broker(s):

a. Does the CPO use Brokers for the Pool? Yes  No 

If “Yes,” provide the following information for each Broker:

i. Name of the Broker:

ii. NFA ID# of Broker:

iii. Address of Broker

iv. Telephone number of the Broker:

v. Starting date of the relationship with the Broker:

vi. Services performed by the Broker:

Clearing services for the Pool: 

Prime brokerage services for the Pool: 

Custodian services for some or all Pool assets: 

Other ______________________________: 
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NFA Form CPO-PQR Template · Schedule A

6. POOL TRADING MANAGERS

Provide the following information concerning the Pool’s Trading Manager(s):

a. Has the CPO authorized Trading Managers to invest or allocate some or all of the Pool’s Assets Under 

Management? Yes  No 

If “Yes,” provide the following information for each Trading Manager:

i. Name of the Trading Manager:

ii. NFA ID# of the Trading Manager:

iii. Address of the Trading Manager:

iv. Telephone number of the Trading Manager:

v. Starting date of the relationship with the Trading Manager:

vi. What percentage of the Pool’s Assets Under Management does the Trading Manager have authority to 

invest or allocate? %

7. POOL CUSTODIANS

Provide the following information concerning the Pool’s custodian(s):

a. Does the CPO use custodians to hold some or all of the Pool’s Assets Under Management?

Yes  No 

If “Yes,” provide the following information for each custodian:

i. Name of the custodian:

ii. NFA ID# of the custodian:

iii. Address of the custodian:

iv. Telephone number of the custodian:

v. Starting date of the relationship with the custodian:

vi. What percentage of the Pool’s Assets Under Management is held by the custodian? %

8. POOL AUDITOR

Provide the following information concerning the Pool’s auditor(s):

a. Does the CPO have the Pool’s financial statements audited? Yes  No 

If “Yes,” provide the following information:

i. Is the audit conducted in accordance with GAAP? Yes  No 
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NFA Form CPO-PQR Template · Schedule A

ii. Name of the auditing firm:

iii. Address of the auditing firm:

iv. Telephone number of the auditing firm:

v. Starting date of the relationship with the auditing firm:

b. Are the Pool’s audited financial statements distributed to the Pool’s participants?

Yes  No 

9. POOL MARKETERS

Provide the following information concerning the Pool’s marketer(s):

a. Does the CPO use the services of third parties to market participations in the Pool?

Yes  No 

If “Yes,” provide the following information for each marketing firm:

i. Name of the marketing firm:

ii. Address of the marketing firm:

iii. Telephone number of the marketing firm:

iv. Starting date of the relationship with the marketing firm:

v. Address of any website used by the marketing firm to market participations in the Pool:

10. POOL’S STATEMENT OF CHANGES CONCERNING ASSETS UNDER MANAGEMENT

Provide the following information concerning the Pool’s activity during the Reporting Period. For the purposes of 

this question: 

a. The Assets Under Management and Net Asset Value at the beginning of the Reporting Period are 

considered to be the same as the assets under management and Net Asset Value at the end of the previous 

Reporting Period, in accordance with Commission Rule 4.25(a)(7)(A). 

b. The additions to the Pool include all additions whether voluntary or involuntary in accordance with 

Commission Rule 4.25(a)(7)(B).

c. The withdrawals and redemptions from the Pool include all withdrawals or redemptions whether voluntary or 

not, in accordance with Commission Rule 4.25(a)(7)(C).

d. The Pool’s Assets Under Management and Net Asset Value on the Reporting Date must be calculated by 

adding or subtracting from the Assets Under Management and Net Asset Value at the beginning of the 

Reporting Period, respectively, any additions, withdrawals, redemptions and net performance, as provided in 

Commission Rule 4.25(a)(7)(E).
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NFA Form CPO-PQR Template · Schedule A

i. Pool’s Assets Under Management at the beginning of the Reporting Period:

ii. Pool’s Net Asset Value at the beginning of the Reporting Period:

iii. Pool’s net income during the Reporting Period:

iv. Additions to the Pool during the Reporting Period:

v. Withdrawals and Redemptions from the Pool during the Reporting Period:

vi. Pool’s Assets Under Management on the Reporting Date:

vii. Pool’s Net Asset Value on the Reporting Date:

viii. Pool’s base currency: 

11. POOL’S MONTHLY RATES OF RETURN

Provide the Pool’s monthly rate of return for each month that the Pool has operated. The Pool’s monthly rate of 

return should be calculated in accordance with Commission Rule 4.25(a)(7)(F). Provide the Pool’s annual rate 

of return for the appropriate year in the row marked “Annual.”

2011 2010 2009 2008 2007 2006 2005

Jan.

Feb.

March

April

May

June

July

August

Sept.

Oct.

Nov.

Dec.

ANNUAL

12. POOL SUBSCRIPTIONS AND REDEMPTIONS

Provide the following information concerning subscriptions to and redemptions from the Pool during the 

Reporting Period.

a. Total Pool subscriptions by participants during the Reporting Period:

b. Total Pool redemptions by participants during the Reporting Period:

c. Are any Pool participants or share classes currently below the Pool’s high water mark?

Yes  No 

If “Yes,” provide the following information:

i. What is the percentage of participants below the Pool’s high water mark as of the Reporting Date?

%
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NFA Form CPO-PQR Template · Schedule A

ii. What is the weighted average percentage of participants below the Pool’s high water mark as of the 

Reporting Date? %

d. Provide the following information regarding the Pool’s restrictions on participant withdrawals and 

redemptions.

(For Questions iv. and v., please note that the standards for imposing suspensions and restrictions on 

withdrawals/redemptions may vary among funds. Make a good faith determination of the provisions that would 

likely be triggered during conditions that you view as significant market stress.)

i. Does the reporting fund provide participants with withdrawal/redemption rights in the ordinary 

course?

Yes No

(If you responded “yes” to Question 12(d)(i), then you must respond to Questions 12(d)(ii)-(v).)

As of the data reporting date, what percentage of the Pool’s net asset value, if any:

ii. ................................................................................................May be subjected to a 

suspension of participant withdrawals/redemptions CPO (this question relates to a CPO’s right to 

suspend and not just whether a suspension is currently effective).........

iii. ................................................................................................May be subjected to material 

restrictions on participant withdrawals/ redemptions (e.g., “gates”) CPO (this question relates to a 

CPO’s right to impose a restriction and not just whether a restriction has been imposed)

iv. ................................................................................................Is subject to a suspension of 

participant withdrawals/redemptions (this question relates to whether a suspension is currently 

effective and not just a CPO’s

right to suspend).....................................................................................

v. ................................................................................................Is subject to a material 

restriction on participant withdrawals/redemptions (e.g., a “gate”) (this question relates to whether a 

restriction has been imposed and not just a CPO’s right to impose a restriction)

e. Has the Pool imposed a halt or any other material limitation on redemptions during the Reporting Period?

Yes No

If “Yes,” provide the following information:

i. On what date was the halt or material limitation imposed?

ii. If the halt or material limitation has been lifted, on what date was it lifted?

iii. What disclosure was provided to participants to notify them that the halt or material limitation was 

being imposed? What disclosure was provided to participants to notify them that the halt or material 

limitation was being lifted?

iv. On what date(s) was this disclosure provided?

v. Briefly explain the halt or material limitation(s) on redemptions and the reason for such halt or 

material limitation(s):
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NFA Form CPO-PQR Template · Schedule A

– This Completes Schedule A of Form CPO-PQR –

INSTRUCTIONS FOR COMPLETING SCHEDULE B

A CPO is only required to complete and file Schedule B of this Form CPO-PQR if at any point during the Reporting 

Period the CPO qualified as a Mid-Sized CPO or Large CPO. 

Schedule B must be completed and filed annually by Mid-Sized CPOs. Mid-Sized CPOs must complete and file a 

Schedule B within 90 days of the close of each calendar year during which they satisfied the definition of Mid-Sized 

CPO and operated at least one Pool. A CPO that qualifies as a Mid-Sized CPO at any point during the calendar year 

must complete and file a separate Schedule B for each Pool that it operated during the calendar year. 

Schedule B must be completed and filed quarterly by Large CPOs. Large CPOs must complete and file a Schedule

B within 60 days of the close of the most recent Reporting Period during which they satisfied the definition of Large 

CPO and operated at least one Pool. A CPO that qualifies as a Large CPO at any point during the Reporting Period

must complete and file a separate Schedule B for each Pool that it operated during the Reporting Period.

Notwithstanding the above paragraph, certain Mid-Sized CPOs and Large CPOs that are also registered as 

Investment Advisers with the SEC may be deemed to have satisfied their Schedule B filing requirements by 

completing and filing Sections 1.b. and 1.c. of Form PF. Whether a Mid-Sized CPO or Large CPO has satisfied its 

Schedule B filing requirements will depend upon the type of Pools it operated during the calendar year or Reporting 

Period, respectively. Refer to the instructions of this Form CPO-PQR to determine whether you are required to 

complete this Schedule B and, if you are, how frequently you are required to file.

Unless otherwise specified in a particular question, all information provided in this Schedule B should be accurate as 

of the Reporting Date for all Large CPOs and accurate as of December 31 of each calendar year for all Mid-Sized 

CPOs.

REMINDER: A CPO that qualified as a Mid-Sized CPO at any point during the calendar year or Large CPO at any 

point during the Reporting Period must complete and file a separate Schedule B for each Pool that it operated during 

the calendar year or Reporting Period, respectively, if not filing Form PF with the SEC in lieu thereof.
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DETAILED INFORMATION ABOUT THE POOLS OPERATED BY MID-SIZED CPOs AND LARGE CPOs

1. POOL INFORMATION

Provide the following general information concerning the Pool:

a. Pool’s name:

b. Pool’s NFA ID#:

c. Does the Pool have a single primary investment strategy or multiple strategies?

 Single Primary Strategy  Multiple Strategies

d. Indicate which of the investment strategies below best describe the reporting fund’s strategies. For each 

strategy that you have selected, provide a good faith estimate of the percentage of the reporting fund’s net 

asset value represented by that strategy. If, in your view, the reporting fund’s allocation among strategies is 

appropriately represented by the percentage of deployed capital, you may also provide that information.

(Select the investment strategies that best describe the reporting fund’s strategies, even if the descriptions 

below do not precisely match your characterization of those strategies; select “other” only if a strategy that 

the reporting fund uses is significantly different from any of the strategies identified below. You may refer to 

the reporting fund’s use of these strategies as of the data reporting date or throughout the reporting period, 

but you must report using the same basis in future filings.)

(The strategies listed below are mutually exclusive (i.e., do not report the same assets under multiple 

strategies). If providing percentages of capital, the total should add up to approximately 100%.)

Strategy

% of NAV

(required)

% of capital

(optional)

Equity, Market Neutral

Equity, Long/Short

Equity, Short Bias

Equity, Fundamental

Macro, Active Trading (high frequency trading)

Macro, Commodity

Macro, Currency

Macro, Global Macro

Relative Value, Fixed Income Asset Backed

Relative Value, Fixed Income Convertible Arbitrage

Relative Value, Fixed Income Corporate

Relative Value, Fixed Income Sovereign
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Relative Value, Volatility

Event Driven, Activist

Event Driven, Distressed/Restructuring

Event Driven, Risk Arbitrage/Merger Arbitrage

Event Driven, Equity Special Situations

Event Driven, Private Issue/Reg D

Credit, Fundamental

Managed Futures/CTA

Quantitative

Investment in other funds

Other: 

e. Provide the approximate percentage of the Pool’s portfolio that is managed using quantitative trading algorithms 

or quantitative techniques to select investments. Do not include the use of algorithms used solely for trade 

execution:

 0%

 1-10%

 11-25%

 26-50%

 51-75%

 76-99%

 100%

f. Provide the following information concerning the Pool’s participant concentration. Beneficial owners of Pool

participations that are Affiliated Entities should be treated as a single participant:

i. Total number of participants in the Pool:

ii. Percentage of the Pool that is beneficially owned by the five largest participants: 

 

g. During the reporting period, approximately what percentage of the Pool’s net asset value was managed using 

high-frequency trading strategies?

(In your response, please do not include strategies using algorithms solely for trade execution. This 

question concerns strategies that are substantially computer-driven, where decisions to place bids or offers, 

and to buy or sell, are primarily based on algorithmic responses to intraday price action in equities, futures 

and options, and where the total number of shares or contracts traded throughout the day is generally 

significantly larger than the net change in position from one day to the next.) 

 0%  less than 10%

 10-25%  26-50%

 51-75%  76-99%

 100% or more

2. POOL BORROWINGS AND TYPES OF CREDITORS
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Provide the following information concerning the Pool’s borrowings and types of creditors. Include all Secured 

Borrowings and Unsecured Borrowings, but not synthetic borrowings. The percentages entered below for questions 

2.b., 2.c., 2.d. and 2.e. should total 100%:

a. Total Borrowings (dollar amount):

b. Percentage borrowed from U.S. Financial Institutions:

c. Percentage borrowed from non-U.S. Financial Institutions:

d. Percentage borrowed from U.S. creditors that are not Financial Institutions:

e. Percentage borrowed from non-U.S. creditors that are not Financial Institutions:

3. POOL COUNTERPARTY CREDIT EXPOSURE

Provide the following information about the Pool’s counterparty credit exposure. Do not include CCPs as 

counterparties and aggregate all Affiliated Entities as a single group for purposes of this question. 

Your responses should take into account: (i) mark-to-market gains and losses on derivatives; (ii) margin posted to 

the counterparty (for subparagraph 3.b.) or margin posted by the counterparty (for subparagraph 3.c.); and (iii) any 

loans or loan commitments. Your responses should not take into account: (i) assets that the counterparty is 

holding in custody on your behalf; (ii) derivative transactions that have been executed but not settled; (iii) margin 

held in a customer omnibus account at a CCP; or (iv) holdings of debt or equity securities issued by the 

counterparty.

a. Provide the Pool’s aggregate net counterparty credit exposure, measured in dollars:

b. Identify the five counterparties to which the reporting fund has the greatest mark-to-market net 

counterparty credit exposure, measured as a percentage of the reporting fund’s net asset 

value.

(For purposes of this question, you should treat affiliated entities as a single group to the 

extent exposures may be contractually or legally set-off or netted across those entities 

and/or one affiliate guarantees or may otherwise be obligated to satisfy the obligations of 

another. CCPs should not be regarded as counterparties for purposes of this question.)

(In your response, you should take into account: (i) mark-to-market gains and losses on 

derivatives; and (ii) any loans or loan commitments.) 

(However, you should not take into account: (i) margin posted by the counterparty; or 

(ii) holdings of debt or equity securities issued by the counterparty.)

Legal name of the counterparty

(or, if multiple affiliated

entities, counterparties)

Indicate below if the

counterparty is affiliated with

a major financial institution

Exposure (% of 

reporting 

fund’s net 

asset value)

i. [repeat drop-down list of 

creditor/counterparty names]

Other: 

[Not applicable]

ii. [repeat drop-down list of 
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creditor/counterparty names]

Other: 

[Not applicable]

iii. [repeat drop-down list of 

creditor/counterparty names]

Other: 

[Not applicable]

iv. [repeat drop-down list of 

creditor/counterparty names]

Other: 

[Not applicable]

v. [repeat drop-down list of 

creditor/counterparty names]

Other: 

[Not applicable]

c. Identify the five counterparties that have the greatest mark-to-market net counterparty 

credit exposure to the reporting fund, measured in U.S. dollars.

(For purposes of this question, you should treat affiliated entities as a single 

group to the extent exposures may be contractually or legally set-off or netted 

across those entities and/or one affiliate guarantees or may otherwise be 

obligated to satisfy the obligations of another. CCPs should not be regarded as 

counterparties for purposes of this question.)

(In your response, you should take into account: (i) mark-to-market gains and 

losses on derivatives; and (ii) any loans or loan commitments.) 

(However, you should not take into account: (i) margin posted to the 

counterparty; or (ii) holdings of debt or equity securities issued by the 

counterparty.)

Legal name of the counterparty

(or, if multiple affiliated

entities, counterparties)

Indicate below if the

counterparty is affiliated with

a major financial institution

Exposure (in 

U.S. dollars)

i. [repeat drop-down list of 

creditor/counterparty names]

Other: 

[Not applicable]

ii. [repeat drop-down list of 

creditor/counterparty names]

Other: 

[Not applicable]

iii. [repeat drop-down list of 

creditor/counterparty names]

Other: 

[Not applicable]

iv. [repeat drop-down list of 

creditor/counterparty names]

Other: 

[Not applicable]
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v. [repeat drop-down list of 

creditor/counterparty names]

Other: 

[Not applicable]

d. Identify the three types of unregulated entities to which the Pool has the greatest net counterparty exposure, 

measured as a percentage of the Pool’s Net Asset Value:

Hedge Fund ________%

Private Equity Fund ________%

Liquidity Fund ________%

Venture Capital Fund ________%

Real Estate Fund ________%

Securitized Asset Fund ________%

Other Private Fund ________%

Sovereign Wealth Fund ________%

Other:

4. POOL TRADING AND CLEARING MECHANISMS

Provide the following information concerning the Pool’s use of trading and clearing mechanisms. For purposes of 

this question: (i) a trade includes any transaction, irrespective of whether entered into on a bilateral basis, on 

exchange, or through a trading facility or other system, and (ii) transactions for which margin is held in a customer 

omnibus account at a CCP should be considered cleared by a CCP. 

Trading and Clearing of Derivatives

a. For each of the following types of derivatives that are traded by the Pool, estimate the percentage (in terms of 

notional value) of the Pool’s activity that is traded on a regulated exchange as opposed to over-the-counter. 

The percentages entered for each row should total 100%: 

Traded on a 

Regulated Exchange

Traded Over-theCounter

Credit derivatives:

Interest rate derivatives:

Commodity derivatives:

Equity derivatives:

Foreign exchange derivatives:

Asset backed securities 

derivatives:

Other derivatives:

b. For each of the following types derivatives that are traded by the Pool, estimate the percentage (in terms of 

notional value) of the Pool’s activity that is cleared by a CCP as opposed to being transacted bilaterally (not 

cleared by a CCP). The percentages entered for each row should total 100%:

Cleared by a CCP Transacted 

Bilaterally

Credit derivatives:

Interest rate derivatives:

Commodity derivatives:

Equity derivatives:

Foreign exchange derivatives:

Asset backed securities 

derivatives:
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Other derivatives:

c. For each of the following types securities that are traded by the Pool, estimate the percentage (in terms of 

market value) of the Pool’s activity that is traded on a regulated exchange as opposed to over-the-counter. The 

percentages entered for each row should total 100%: 

Traded on a 

Regulated Exchange

Traded Over-theCounter

Equity securities:

Debt securities:

d. For each of the following types securities that are traded by the Pool, estimate the percentage (in terms of 

market value) of the Pool’s activity that is cleared by a CCP as opposed to being transacted bilaterally (not 

cleared by a CCP). The percentages entered for each row should total 100%:

Cleared by a CCP Transacted 

Bilaterally

Equity securities:

Debt securities:

Clearing of Repos

e. For the repo trades into which the Pool has entered, estimate the percentages (in terms of market value) of the 

Pool’s repo trades that are cleared by a CCP, that are transacted bilaterally (not cleared by a CCP) and that 

constitute a tri-party repo. Tri-party repo is any repo where the collateral is held at a custodian (not a CCP) that 

acts as a third party agent to both repo buyer and the repo seller. The percentages entered should total 100%: 

Cleared by a CCP Transacted 

Bilaterally

Tri-Party Repo

Repo

5. VALUE OF THE POOL’S AGGREGATED DERIVATIVE POSITIONS

Provide the aggregate value of all derivative positions of the Pool. The value of any derivative should be its total 

gross notional value, except that the value of an option should be its delta adjusted notional value. Do not net 

long and short positions.

Aggregate value of derivative positions:

6. POOL SCHEDULE OF INVESTMENTS

Provide the Pool’s investments in each of the subcategories listed under the following seven headings: (1) Cash; 

(2) Equities; (3) Alternative Investments; (4) Fixed Income; (5) Derivatives; (6) Options; and (7) Funds. First, 

determine how the Pool’s investments should be allocated among each of these seven categories. Once you 

have determined how the Pool’s investments should be allocated, enter the dollar value of the Pool’s total 

investment in each applicable category on the top, boldfaced line. For example, under the “Cash” heading, the 

Pool’s total investment should be listed on the line reading “Total Cash.” After the top, boldfaced line is 

completed, proceed to the subcategories. For each subcategory, determine whether the Pool has investments 

that equal or exceed 5% of the Pool’s Net Asset Value. If so, provide the dollar value of each such investment in 
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Form CPO-PQR Template · Schedule B

the appropriate subcategory. If the dollar value of any investment in a subcategory equals or exceeds 5% of the 

Pool’s Net Asset Value, you must itemize the investments in that subcategory.

CASH

Total Cash

At Carrying Broker

At Bank

EQUITIES Long Short

Total Listed Equities

Stocks

a. Energy and Utilities

b. Technology

c. Media

d. Telecommunication

e. Healthcare

f. Consumer Services

g. Business Services

h. Issued by Financial Institutions

i. Consumer Goods

j. Industrial Materials

Exchange Traded Funds

American Deposit Receipts

Other

Total Unlisted Equities

Unlisted Equities Issued by Financial Institutions

ALTERNATIVE INVESTMENTS Long Short

Total Alternative Investments

Real Estate

a. Commercial

b. Residential

Private Equity

Venture Capital
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Forex

Spot

a. Total Metals

i. Gold

b. Total Energy

i. Crude oil

ii. Natural gas

iii. Power

c. Other

Loans to Affiliates

Promissory Notes

Physicals

a. Total Metals

i. Gold

b. Agriculture

c. Total Energy

i. Crude oil

ii. Natural gas

iii. Power

Other

FIXED INCOME Long Short

Total Fixed Income

Notes, Bonds and Bills

a. Corporate

i. Investment grade

ii. Non-investment grade

b. Municipal

c. Government

i. U.S. Treasury securities

ii. Agency securities

iii. Foreign (G10 countries)
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iv. Foreign (all other)

d. Gov’t Sponsored

e. Convertible

i. Investment grade

ii. Non-investment grade

Certificates of Deposit

a. U.S.

b. Foreign

Asset Backed Securities

a. Mortgage Backed Securities

i. Commercial Securitizations

A. Senior or higher

B. Mezzanine

C. Junior/Equity

ii. Commercial Resecuritizations

A. Senior or higher

B. Mezzanine

C. Junior/Equity

iii. Residential Securitizations

A. Senior or higher

B. Mezzanine

C. Junior/Equity

iv. Residential Resecuritizations

A. Senior or higher

B. Mezzanine

C. Junior/Equity

v. Agency Securitizations

A. Senior or higher

B. Mezzanine

C. Junior/Equity

vi. Agency Resecuritizations

A. Senior or higher

B. Mezzanine

C. Junior/Equity

b. CDO Securitizations

i. Senior or higher
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ii. Mezzanine

iii. Junior/Equity

c. CDO Resecuritizations

i. Senior or higher

ii. Mezzanine

iii. Junior/Equity

d. CLOs Securitizations

i. Senior or higher

ii. Mezzanine

iii. Junior/Equity

e. CLO Resecuritizations

i. Senior or higher

ii. Mezzanine

iii. Junior/Equity

f. Credit Card Securitizations

i. Senior or higher

ii. Mezzanine

iii. Junior/Equity

g. Credit Card Resecuritizations

i. Senior or higher

ii. Mezzanine

iii. Junior/Equity

h. Auto-Loan Securitizations

i. Senior or higher

ii. Mezzanine

iii. Junior/Equity

i. Auto-Loan Resecuritizations

i. Senior or higher

ii. Mezzanine

iii. Junior/Equity

j. Other

i. Senior or higher

ii. Mezzanine

iii. Junior/Equity

Repos

Reverse Repos 
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DERIVATIVES Positive OTE Negative OTE

Total Derivatives

Futures 

a. Indices

i. Equity

ii. Commodity

b. Metals

i. Gold

c. Agriculture

d. Energy

i. Crude oil

ii. Natural gas

iii. Power

e. Interest Rate

f. Currency

g. Related to Financial Institutions

h. Other

Forwards

Swaps

a. Interest Rate Swap

b. Equity/Index Swap

c. Dividend Swap

d. Currency Swap

e. Variance Swap

f. Credit Default Swap

i. Single name CDS

A.Related to Financial Institutions

ii. Index CDS

iii. Exotic CDS

g. OTC Swap

i. Related to Financial Institutions

h. Total Return Swap

i. Other
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OPTIONS Long Option Value Short Option Value

Total Options

Futures

a. Indices

i. Equity

ii. Commodity

b. Metals

i. Gold

c. Agriculture

d. Energy

i. Crude oil

ii. Natural Gas

iii. Power

e. Interest Rate

f. Currency

g. Related to Financial Institutions

h. Other

Stocks

a. Related to Financial Institutions

Customized/OTC

Physicals

a. Metals

i. Gold

b. Agriculture

c. Currency

d. Energy

i. Crude oil

ii. Natural gas

iii. Power

e. Other
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FUNDS Long

Total Funds

Mutual Fund

a. U.S.

b. Foreign

NFA Listed Fund

Hedge Fund

Equity Fund

Money Market Fund

Private Equity Fund

REIT

Other Private funds

Funds and accounts other than private funds (i.e., the remainder 

of your assets under management)

ITEMIZATION

a. If the dollar value of any investment in any subcategory under the heading “Equities,” “Alternative 

Investments” or “Fixed Income” equals or exceeds 5% of the Pool’s Net Asset Value, itemize the 

investment(s) in the table below.

Subheading Description of 

Investment

Long/

Short

Cost Fair Value Year-to-Date 

Gain (Loss) 

b.If the dollar value of any investment in any subcategory under the heading “Derivatives” or “Options” equals or 

exceeds 5% of the Pool’s Net Asset Value, itemize the investment(s) in the table below.

Subheading Description of 

Investment

Long/

Short

OTE Counterparty Year-to-Date 

Gain (Loss)

c.If the dollar value of any investment in any subcategory under the heading “Funds” equals or exceeds 5% of 

the Pool’s Net Asset Value, itemize the investment(s) in the table below.

Subheading Fund Name Fund Type Fair Value Year-to-Date 

Gain (Loss)
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7. MISCELLANEOUS

In the space below, provide explanations to clarify any assumptions that you made in responding to any question 

in Schedule B of this Form CPO-PQR. Assumptions must be in addition to, or reasonably follow from, any 

instructions or other guidance provided in, or in connection with, Schedule B of this Form CPO-PQR. If you are 

aware of any instructions or other guidance that may require a different assumption, provide a citation and explain 

why that assumption is not appropriate for this purpose.

Question Number Explanation

– This Completes Schedule B of Form CPO-PQR –
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Form CPO-PQR Template · Schedule C

INSTRUCTIONS FOR COMPLETING SCHEDULE C

A CPO is only required to complete and file Schedule C of this Form CPO-PQR if at any point during the Reporting 

Period the CPO qualified as a Large CPO. 

Schedule C must be completed and filed only by Large CPOs. Large CPOs must complete and file a Schedule C for 

every Reporting Period during which they satisfy the definition of a Large CPO and operate at least one Pool. A CPO

that qualifies as a Large CPO at any point during the Reporting Period must complete and file a separate Part 2 of 

Schedule C for each Large Pool that it operated during the Reporting Period.

No Schedule C Filing Requirements

Any Large CPO that is: (i) registered with the SEC as an Investment Adviser; and (ii) operated only Pools that satisfy 

the definition of Private Fund during the Reporting Period will be deemed to have satisfied its Schedule C filing 

requirements by completing and filing Section 2 of Form PF for the Reporting Period in question. 

Limited Schedule C Filing Requirements

However, any Large CPO that is: (i) registered with the SEC as an Investment Adviser; and (ii) operated any Pools

that do not satisfy the definition of Private Fund during the Reporting Period may choose to file the relevant sections 

of Form PF with respect to those funds. For Large CPOs that do not choose to file Form PF for Pools that are not 

Private Funds, Part 1 of Schedule C will need to be completed with respect to all Pools that they operated during the 

Reporting Period that did not satisfy the definition of Private Fund, and Part 2 of Schedule C will need to be 

completed with respect to each Large Pools that they operated during the Reporting Period that did not satisfy the 

definition of Private Fund. These Schedule C filings will need to be completed in addition to the Large CPO’s Form 

PF filing requirements. 

Refer to the instructions of this Form CPO-PQR to determine whether you are required to complete this Schedule C.

Part 1 of Schedule C asks the Large CPO to provide information on the aggregated investments of all Pools that are 

not Private Funds that were operated by the Large CPO during the most recent Reporting Period. Any Large CPO

who has completed and filed Section 2 of Form PF for the Private Funds it operated during this Reporting Period, and 

who is choosing to file Part 1 of Schedule C for Pools that are not Private Funds, must answer Part 1 only with 

respect to the Pools that are not Private Funds. 

Part 2 of Schedule C asks the Large CPO to provide certain risk metrics for each Large Pool that is not a Private 

Fund that was operated by the Large CPO during the most recent Reporting Period. A Large CPO must complete 

and file a separate Part 2 of Schedule C for each Large Pool that is not a Private Fund that the Large CPO operated 

during the most recent Reporting Period. Any Large CPO who has completed and filed Section 2 of the SEC’s Form 

PF for the Private Funds it operated during this Reporting Period, and who is choosing to file Part 2 of Schedule C for 

Pools that are not Private Funds, should be sure to complete and file a Part 2 only for its Large Pools that are not 

Private Funds.

Unless otherwise specified in a particular question, all information provided in this Schedule C should be accurate as 

of the Reporting Date.
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1. GEOGRAPHICAL BREAKDOWN OF POOLS’ INVESTMENTS

a. Provide a geographical breakdown of the investments (by percentage of aggregated Assets Under 

Management) of all Pools that are not Private Funds that were operated by the Large CPO during the most 

recent Reporting Period. Except for foreign exchange derivatives, investments should be allocated by the 

jurisdiction of the organization of the issuer or counterparty. For foreign exchange derivatives, investments 

should be allocated by the country to whose currency the Pool has exposure through the derivative. The 

percentages entered below should total 100%.

(i) Africa...............................................................................................................

(ii) Asia and Pacific (other than the Middle East) .................................................

(iii) Europe (EEA)..................................................................................................

(iv) Europe (other than EEA).................................................................................

(v) Middle East .....................................................................................................

(vi) North America.................................................................................................

(vii) South America ................................................................................................

(viii) Supranational..................................................................................................

b. Provide the value of investments in the following countries held by the hedge 

funds that you advise (by percentage of the total net asset value of these hedge 

funds).

(Exclude interest rate derivatives and foreign exchange derivatives from both the 

numerator and denominator.)

Country % of NAV

(i) Brazil...............................................................................................................

(ii) China (including Hong Kong) ..........................................................................

(iii) India................................................................................................................

(iv) Japan ..............................................................................................................

(v) Russia.............................................................................................................

(vi) United States ..................................................................................................
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2. TURNOVER RATE OF AGGREGATE PORTFOLIO OF POOLS

Provide the turnover rate by volume for the aggregate portfolio of all Pools that are not Private Funds and that 

were operated by the Large CPO during the most recent Reporting Period. The turnover rate should be 

calculated as follows:

Divide the lesser of the amounts of the Pools’ purchases or sales of assets for the month by the average of the 

value of the Pools’ assets during the month. Calculate the “monthly average” by totaling the values of Pools’

assets as of the beginning and the end of the month and dividing that sum by two.

i. Do not net long and short positions. However, in relation to derivatives, packages such as call-spreads 

may be treated as a single position (rather than as a long position and a short position).

ii. The value of any derivative should be its total gross notional value, except that the value of an option 

should be its delta adjusted notional value

iii. “Purchases” include any cash paid upon the conversion of one asset into another and the costs of rights or 

warrants. 

iv. “Sales” include net proceeds of the sale of rights and warrants and net proceeds of assets that have been 

called or for which payment has been made through redemption or maturity.

v. Include proceeds from a short sale in the amount of sales of assets in the relevant subcategory during the 

month. Include the costs of covering a short sale in the amount of purchases in the relevant subcategory 

during the month.

vi. Include premiums paid to purchase options and premiums received from the sale of options in the amount 

of purchases during the month. 

First Month Second Month Third Month

Open Positions:
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PART 2 · INFORMATION ABOUT THE LARGE POOLS OF LARGE CPOs

REMINDER: A CPO that qualified as a Large CPO at any point during the most recent Reporting Period must 

complete and file a separate Part 2 of Schedule C for each Pool that is not a Private Fund that the Large CPO

operated during the most recent Reporting Period.

1. LARGE POOL INFORMATION

Provide the following general information concerning the Large Pool:

a. Large Pool’s name:

b. Large Pool’s NFA ID#:

c. If the Pool has a Co-CPO, or Co-CPOs provide the name of CPO reporting the Pool’s information:

d. Total unencumbered cash held by the Large Pool at the close of each month during the Reporting Period:

First Month Second Month Third Month

Unencumbered 

Cash:

e. Total number of open positions (approximate) held by the Large Pool at the close of each month during the 

Reporting Period:

First Month Second Month Third Month

Open Positions:

2. LIQUIDITY OF LARGE POOL’S PORTFOLIO

Provide the percentage of the Large Pool’s portfolio (excluding cash and cash equivalents) that may be 

liquidated within each of the periods specified below. Each asset should be assigned only to one period and 

such assignment should be based on the shortest period during which such asset could reasonably be 

liquidated. Make good faith assumptions for liquidity based on market conditions during the most recent 

Reporting Period. Assume no “fire-sale” discounting. If certain positions are important contingent parts of the 

same trade, then all contingent parts of the trade should be listed in the same period as the least liquid part.

Percentage of Portfolio 

Capable of Liquidation in:

1 day or less:

2 days – 7 days:

8 days – 30 days:

31 days – 90 days:

91 days – 180 days:

181 days – 365 days:

longer than 365 days:
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Form CPO-PQR Template · Schedule C

3. LARGE POOL COUNTERPARTY CREDIT EXPOSURE

Provide the following information about the Pool’s counterparty credit exposure. Do not include CCPs as 

counterparties and aggregate all Affiliated Entities as a single group for purposes of this question. For 

purposes of this question, include as collateral any assets purchased in connection with a reverse repo and any 

collateral that the counterparty has posted to the Large Pool under an arrangement pursuant to which the 

Large Pool has loaned securities to the counterparty. If you do not separate collateral into initial 

margin/independent amount and variation margin amounts, or a trade does not require posting of variation 

margin, then include all of the collateral in initial margin/independent amount.

a. For each of the five counterparties identified in question 3.b. of Schedule B, provide the following information 

regarding the collateral and other credit support that the counterparty has posted to the Large Pool. 

i. Provide the following values of the collateral posted to the Large Pool: 

Initial Margin/ 

Independent 

Amounts

Variation 

Margin

Value of collateral posted in the form of 

cash and cash equivalents:

Value of collateral posted in the form of 

securities (other than cash /cash 

equivalents):

Value of all other collateral posted:

ii. Provide the following percentages of margin amounts that have been rehypothecated or may be 

rehypothecated by the Large Pool:

May be 

Rehypothecated

The Large Pool has 

Rehypothecated

Percentage of initial margin/independent 

amounts that:

Percentage of variation margin that:

iii. Provide the face amount of letters of credit or other similar third party credit support posted to the 

Large Pool: 
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Form CPO-PQR Template · Schedule C

b. For each of the five counterparties identified in question 3.c. of Schedule B, provide the following information 

regarding the collateral and other credit support that the Large Pool has posted to the counterparty.

i. Provide the following values of the collateral posted by the Large Pool to the counterparty: 

Initial Margin/ 

Independent 

Amounts

Variation 

Margin

Value of collateral posted in the form of 

cash and cash equivalents:

Value of collateral posted in the form of 

securities (other than cash /cash 

equivalents):

Value of all other collateral posted:

ii. Provide the following percentages of margin amounts posted by the Large Pool that have been 

rehypothecated or may be rehypothecated by the counterparty:

May be 

Rehypothecated

Percentage of initial margin/independent 

amounts that:

Percentage of variation margin that:

iii. Provide the face amount of letters of credit or other similar third party credit support posted by the 

Large Pool to the counterparty: 

c. Did the pool clear any transactions through a CCP during the reporting period?

 Yes  No

4. LARGE POOL RISK METRICS

Provide the following information concerning the Large Pool’s risk metrics during the Reporting Period:

a. Did the Large CPO regularly calculate the VaR of the Large Pool during the Reporting Period:

 Yes  No

b. If “Yes,” provide the following information concerning the VaR calculation(s). If you regularly calculate the VaR of 

the Large Pool using multiple combinations of confidence interval, horizon and historical observation period, 

complete a separate question 4.b. of Part 2 of Schedule C for each such combination. 

i. What confidence interval was used (e.g. 1 – alpha) (as a percentage):
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Form CPO-PQR Template · Schedule C

ii. What time horizon was used (in number of days):

iii. What weighting method was used:

 None

 Exponential

 Other: 

If “exponential” provide the weighting factor used:

iv. What method was used to calculate VaR:

 Historical simulation

 Parametric

 Monte Carlo simulation

 Other

v. Historical look-back period used, if applicable:

vi. Under the above parameters, what was VaR for the Large Pool for each of the three months of the 

Reporting Period, stated as a percent of Net Asset Value:

First Month Second Month Third Month

VaR:

 c. Are there any risk metrics other than (or in addition to) VaR that you consider to be important to the reporting 

fund’s risk management?

(If none, “None.”)

d. For each of the market factors specified below, determine the effect that each specified change would have on 

the Large Pool’s portfolio and provide the results, stated as a percent of Net Asset Value.

You may omit a response to any of the specified market factors that the Large CPO does not regularly consider 

(whether in formal testing or otherwise) in the Large Pool’s risk management. If you omit any market factor, 

check the box in the first column indicating that this market factor is “Not Relevant” to the Large Pool’s portfolio.

For each specified change in market factor, separate the effect on the Large Pool’s portfolio into long and short 

components where (i) the long component represents the aggregate result of all positions with a positive change 

in valuation under a specified change and (ii) the short component represents the aggregate result of all positions 

with a negative change in valuation under a specified change. 
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Form CPO-PQR Template · Schedule C

Observe the following regarding the market factors specified below:

i. A change in “equity prices” means that the prices of all equities move up or down by the specified change, 

without regard to whether the equities are listed on any exchange or included in any index.

ii. “Risk free interest rates” means rates of interest accruing on sovereign bonds issued by governments 

having the highest credit quality, such as U.S. Treasury bonds.

iii. A change in “credit spreads” means that all credit spreads against risk free interest rates change by the 

specified amount.

iv. A change in “currency rates” means that the value of all currencies move up or down by the specified 

amount.

v. A change in “commodity prices” means that the prices of all physical commodities move up or down by the 

specified amount.

vi. A change in “implied options volatilities” means the implied volatilities of all the options that the Large Pool

holds increase or decrease by the specified number of percentage points; and

vii. A change in “default rates” means that the rate at which debtors on all instruments of the specified type 

increases or decreases by the specified number of percentage points.

Not 

Relevant

Relevant/not 

formally 

tested

Market Factor:

Equity Prices

Effect on long 

component of 

portfolio (as % of 

NAV)

Effect on short 

component of 

portfolio

(as % of NAV)

 

Equity prices increase 5%

Equity prices decrease 5%

Equity prices increase 

20%

Equity prices decrease 

20%
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CFTC POOL QUARTERLY REPORT FOR COMMODITY POOL OPERATORS 

Form CPO-PQR Template · Schedule C

Not 

Relevant

Relevant/not 

formally 

tested

Market Factor:

Risk Free Interest Rates

Effect on long 

component of 

portfolio (as % of 

NAV)

Effect on short 

component of 

portfolio (as % of 

NAV)

 

Risk free interest rates 

increase 

25 bp

Risk free interest rates 

decrease 25 bp

Risk free interest rates 

increase 75 bp

Risk free interest rates 

decrease 75 bp

Not 

Relevant

Relevant/not 

formally 

tested

Market Factor:

Credit Spreads

Effect on long 

component of 

portfolio (as % of 

NAV)

Effect on short 

component of 

portfolio (as % of 

NAV)

 

Credit spreads increase 

50bp

Credit spreads decrease 

50 bp

Credit spreads increase 

250 bp

Credit spreads decrease 

250 bp

Not 

Relevant

Relevant/not 

formally 

tested

Market Factor:

Currency Rates

Effect on long 

component of 

portfolio (as % of 

NAV)

Effect on short 

component of 

portfolio (as % of 

NAV)

 

Currency rates increase 

5%

Currency rates decrease 

5%

Currency rates increase 

20%

Currency rates decrease 

20%
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Form CPO-PQR Template · Schedule C

Not 

Relevant

Relevant/not 

formally 

tested

Market Factor:

Commodity Prices

Effect on long 

component of 

portfolio (as % of 

NAV)

Effect on short 

component of 

portfolio (as % of 

NAV)

 

Commodity prices 

increase 10%

Commodity prices 

decrease 10%

Commodity prices 

increase 40%

Commodity prices 

decrease 40%

Not 

Relevant

Relevant/not 

formally 

tested

Market Factor:

Options Implied 

Volatility

Effect on long 

component of 

portfolio (as % of 

NAV)

Effect on short 

component of 

portfolio (as % of 

NAV)

 

Implied volatilities 

increase 4 percentage 

points

Implied volatilities 

decrease 4 percentage 

points

Implied volatilities 

increase 10 percentage 

points

Implied volatilities 

decrease 10 percentage 

points
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CFTC POOL QUARTERLY REPORT FOR COMMODITY POOL OPERATORS 

Form CPO-PQR Template · Schedule C

Not 

Relevant

Relevant/not 

formally 

tested

Market Factor:

Default Rates for ABS

Effect on long 

component of 

portfolio (as % of 

NAV)

Effect on short 

component of 

portfolio (as % of 

NAV)

 

Default rates increase 1 

percentage point

Default rates decrease 1 

percentage point

Default rates increase 5 

percentage points

Default rates decrease 5 

percentage points

Not 

Relevant

Relevant/not 

formally 

tested

Market Factor:

Default Rates for 

Corporate Bonds

Effect on long 

component of 

portfolio (as % of 

NAV)

Effect on short 

component of 

portfolio (as % of 

NAV)

 

Default rates increase 1 

percentage point

Default rates decrease 1 

percentage point

Default rates increase 5 

percentage points

Default rates decrease 5 

percentage points

5. LARGE POOL BORROWING INFORMATION

Provide the following information concerning the value of the Large Pool’s borrowings for each of the three months 

of the Reporting Period, types of creditors and the collateral posted to secure borrowings. For the purposes of this 

question, “borrowings” includes both Secured Borrowings and Unsecured Borrowings. For each type of borrowing 

specified below, provide the dollar amount of the Large Pool’s borrowings and the percentage borrowed from each 

of the specified types of creditors. The percentages entered in each month’s column should total 100%.
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CFTC POOL QUARTERLY REPORT FOR COMMODITY POOL OPERATORS 

Form CPO-PQR Template · Schedule C

a. Unsecured Borrowing:

First Month Second Month Third Month

Total Dollar amount:

Percentage borrowed from U.S. Financial 

Institutions

Percentage borrowed from Non-U.S. 

Financial Institutions

Percentage borrowed from non- U.S, 

creditors that are not Financial Institutions

Percentage borrowed from U.S creditors 

that are not Financial Institutions

b. Secured Borrowing:

Classify Secured Borrowings according to the legal agreement governing the borrowing (e.g., Global Master 

Repurchase Agreement for repos and Prime Brokerage Agreement for prime brokerage). Please note that for 

repo borrowings, the amount should be the net amount of cash borrowed (after taking into account any initial 

margin/independent amount, “haircuts” and repayments). Positions under a Global Master Repurchase 

Agreement should not be netted.

i. Via prime brokerage:

First Month Second Month Third Month

Total Dollar amount:

Value of collateral posted in the form of 

cash and cash equivalents

Value of collateral posted in the form of 

securities (not cash/cash equivalents)

Value of other collateral posted

Face amount of letters of credit (or similar 

third party credit support) posted

Percentage of posted collateral that may 

be rehypothecated

Percentage borrowed from U.S. Financial 

Institutions

Percentage borrowed from Non-U.S. 

Financial Institutions

Percentage borrowed from creditors that 

are not Financial Institutions
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Form CPO-PQR Template · Schedule C

ii. Via repo. For the questions concerning collateral via repo, include as collateral any assets sold in 

connection with the repo as well as any variation margin.

First Month Second Month Third Month

Total Dollar amount:

Value of collateral posted in the form of 

cash and cash equivalents

Value of collateral posted in the form of 

securities (not cash/cash equivalents)

Value of other collateral posted

Face amount of letters of credit (or similar 

third party credit support) posted

Percentage of posted collateral that may 

be rehypothecated

Percentage borrowed from U.S. Financial 

Institutions

Percentage borrowed from Non-U.S. 

Financial Institutions

Percentage borrowed from creditors that 

are not Financial Institutions

iii. Other Secured Borrowings:

First Month Second Month Third Month

Total dollar amount:

Value of collateral posted in the form of 

cash and cash equivalents

Value of collateral posted in the form of 

securities (not cash/cash equivalents)

Value of other collateral posted

Face amount of letters of credit (or similar 

third party credit support) posted

Percentage of posted collateral that may 

be rehypothecated

Percentage borrowed from U.S. Financial 

Institutions

Percentage borrowed from Non-U.S. 

Financial Institutions

Percentage borrowed from creditors that 

are not Financial Institutions

6. LARGE POOL DERIVATIVE POSITIONS AND POSTED COLLATERAL
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CFTC POOL QUARTERLY REPORT FOR COMMODITY POOL OPERATORS 

Form CPO-PQR Template · Schedule C

Provide the following information concerning the value of the Large Pool’s derivative positions and the collateral 

posted to secure those positions for each of the three months of the Reporting Period. For the value of any 

derivative, except options, should be its total gross notional value. The value of an option should be its delta 

adjusted notional value. Do not net long and short positions.

First Month Second Month Third Month

Aggregate value of all derivative 

positions:

Value of collateral posted in the form of 

cash and cash equivalents

As initial margin/independent 

amounts:

As variation margin:

Value of collateral posted in the form of 

securities (not cash/cash equivalents)

As initial margin/independent 

amounts:

As variation margin:

Value of other collateral posted

As initial margin/independent 

amounts:

As variation margin:

Face amount of letters of credit (or similar 

third party credit support) posted

Percentage of initial margin/independent 

amounts that may be rehypothecated:

Percentage of variation margin that may 

be rehypothecated:

7. LARGE POOL FINANCING LIQUIDITY

Provide the following information concerning the Large Pool’s financing liquidity:

a.Provide the aggregate dollar amount of cash financing drawn by or available to the Large Pool, including all 

drawn and undrawn, committed and uncommitted lines of credit as well as any term financing: 

b.Below, enter the percentage of cash financing (as stated in response to question 7.a.) that is contractually 

committed to the Large Pool by its creditor(s) for the specified periods of time. Amounts of financing 

should be divided among the specified periods of time in accordance with the longest period for which the 

creditor is contractually committed to providing such financing. For purposes of this question, if a creditor 

(or syndicate or administrative/collateral agent) is permitted to unilaterally vary the economic terms of the 

financing or to revalue posted collateral in its own discretion and demand additional collateral, then the line 

of credit should be deemed uncommitted.

Percentage of Total 

Financing:
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CFTC POOL QUARTERLY REPORT FOR COMMODITY POOL OPERATORS 

Form CPO-PQR Template · Schedule C

1 day or less:

2 days – 7 days:

8 days – 30 days:

31 days – 90 days:

91 days – 180 days:

181 days – 364 days:

365 days or longer:

8. LARGE POOL PARTICIPANT INFORMATION

Provide the following information concerning the Large Pool’s participants:

a. As of the Reporting Date, what percentage of the Large Pool’s Net Asset Value:

Percentage of 

Large Pool’s NAV

Is subject to a “side pocket” arrangement:

May be subject to a suspension of participant withdrawal or 

redemption 

 by the Large CPO or other governing body:

May be subject to material restrictions of participant withdrawal 

or 

 redemption by the Large CPO or other governing body:

Is subject to a daily margin requirement:

b. For within the specified periods of time below, enter the percentage of the Large Pool’s Net Asset Value that 

could have been withdrawn or redeemed by the Large Pool’s participants as of the Reporting Date. The 

Large Pool’s Net Asset Value should be divided among the specified periods of time in accordance with the 

shortest period within which participant assets could be withdrawn or redeemed. Assume that you would 

impose gates where applicable but that you would not completely suspend withdrawals or redemptions and 

that there are no redemption fees. Base your answers on the valuation date rather than the date on which 

proceeds are paid to the participant(s). The percentages entered below should total 100%. 

Percentage of Total 

Financing:

1 day or less:

2 days – 7 days:

8 days – 30 days:

31 days – 90 days:

91 days – 180 days:

181 days – 365 days:

365 days or longer:
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Form CPO-PQR Template · Schedule C

9. DURATION OF LARGE POOL’S FIXED INCOME ASSETS

Reporting fund exposures.

(Give a dollar value for long and short positions as of the last day in each month of the reporting 

period, by sub-asset class, including all exposure whether held physically, synthetically or 

through derivatives. Enter “NA” in each space for which there are no relevant positions.)

(Include any closed out and OTC forward positions that have not yet expired/matured. Do not 

net positions within sub-asset classes. Positions held in side-pockets should be included as 

positions of the hedge funds. Provide the absolute value of short positions. Each position 

should only be included in a single sub-asset class.)

(Where “duration/WAT/10-year eq.” is required, provide at least one of the following with 

respect to the position and indicate which measure is being used: bond duration, weighted 

average tenor or 10-year bond equivalent. Duration and weighted average tenor should be 

entered in terms of years to two decimal places.)

1st Month 2nd Month 3rd Month

LV SV LV SV LV SV

a. ............................................................ L

isted equity

i................................................... I

ssued by financial institutions.........

ii................................................... O

ther listed equity.............................

b. ............................................................ U

nlisted equity

i................................................... I

ssued by financial institutions.........

ii................................................... O

ther unlisted equity.........................

c.............................................................. L

isted equity derivatives

i................................................... R

elated to financial institutions .........

ii................................................... O

ther listed equity derivatives...........

d. ............................................................ D

erivative exposures to unlisted equities

i................................................... R
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CFTC POOL QUARTERLY REPORT FOR COMMODITY POOL OPERATORS 

Form CPO-PQR Template · Schedule C

elated to financial institutions .........

ii................................................... O

ther derivative exposures to 

unlisted equities .............................

e. ............................................................ C

orporate bonds issued by financial institutions 

(other than convertible bonds) 

i................................................... I

nvestment grade ...........................

Duration WAT 10-year eq...

ii................................................... N

on-investment grade .....................

Duration WAT 10-year eq...

f. ............................................................. C

orporate bonds not issued by financial 

institutions (other than convertible bonds) 

i. I

nvestment grade 

Duration WAT 10-year eq...

ii................................................... N

on-investment grade .....................

Duration WAT 10-year eq...

g. ............................................................ C

onvertible bonds issued by financial 

institutions

i................................................... I

nvestment grade ...........................

Duration WAT 10-year eq...

ii................................................... N

on-investment grade .....................

Duration WAT 10-year eq...

h. ............................................................ C

onvertible bonds not issued by financial 

institutions

i................................................... I

nvestment grade ...........................

Duration WAT 10-year eq...
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Form CPO-PQR Template · Schedule C

ii................................................... N

on-investment grade .....................

Duration WAT 10-year eq...

i. ............................................................. S

overeign bonds and municipal bonds

i................................................... U

.S. treasury securities ....................

Duration WAT 10-year eq...

ii................................................... A

gency securities .............................

Duration WAT 10-year eq...

iii................................................... G

SE bonds .......................................

Duration WAT 10-year eq...

iv................................................... S

overeign bonds issued by G10 

countries other than the U.S. .........

Duration WAT 10-year eq...

v................................................... O

ther sovereign bonds (including 

supranational bonds) .....................

Duration WAT 10-year eq...

vi................................................... U

.S. state and local bonds................

Duration WAT 10-year eq...

j. ............................................................. L

oans 

i................................................... L

everaged loans .............................

Duration WAT 10-year eq...

ii................................................... O

ther loans (not including repos)......

Duration WAT 10-year eq...

k.............................................................. R

epos ...............................................................

Duration WAT 10-year eq. ........
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Form CPO-PQR Template · Schedule C

l. ............................................................. A

BS/structured products 

i................................................... M

BS..................................................

Duration WAT 10-year eq...

ii................................................... A

BCP ...............................................

Duration WAT 10-year eq...

iii................................................... C

DO/CLO.........................................

Duration WAT 10-year eq...

iv................................................... O

ther ABS.........................................

Duration WAT 10-year eq...

v................................................... O

ther structured products ................

m............................................................. C

redit derivatives 

i................................................... S

ingle name CDS ............................

ii................................................... I

ndex CDS ......................................

iii................................................... E

xotic CDS.......................................

n. ............................................................ F

oreign exchange derivatives (investment)......

o. ............................................................ F

oreign exchange derivatives (hedging) ..........

p. ............................................................ N

on-U.S. currency holdings..............................

q. ............................................................ I

nterest rate derivatives...................................

r. ............................................................. C

ommodities (derivatives)

i................................................... C

rude oil ...........................................
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Form CPO-PQR Template · Schedule C

ii................................................... N

atural gas .......................................

iii................................................... G

old..................................................

iv................................................... P

ower...............................................

v................................................... O

ther commodities............................

s.............................................................. C

ommodities (physical)

i................................................... C

rude oil ...........................................

ii................................................... N

atural gas .......................................

iii................................................... G

old..................................................

iv................................................... P

ower...............................................

v................................................... O

ther commodities............................

t. ............................................................. O

ther derivatives...............................................

u. ............................................................ P

hysical real estate ..........................................

v.............................................................. I

nvestments in internal private funds...............

w............................................................. I

nvestments in external private funds..............

x.............................................................. I

nvestments in registered investment

companies......................................................

y.............................................................. C

ash and cash equivalents 

i................................................... C

ertificates of deposit ......................

Duration WAT 10-year eq...
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CFTC POOL QUARTERLY REPORT FOR COMMODITY POOL OPERATORS 

Form CPO-PQR Template · Schedule C

ii................................................... O

ther deposits ..................................

iii................................................... M

oney market funds .........................

iv................................................... O

ther cash and cash equivalents 

(excluding government securities) .

z.............................................................. I

nvestments in funds for cash management 

purposes (other than money market funds) ...

aa............................................................ I

nvestments in other sub-asset classes ..........

10. MISCELLANEOUS

In the space below, provide explanations to clarify any assumptions that you made in responding to any question 

in Schedule B of this Form CPO-PQR. Assumptions must be in addition to, or reasonably follow from, any 

instructions or other guidance provided in, or in connection with, Schedule B of this Form CPO-PQR. If you are 

aware of any instructions or other guidance that may require a different assumption, provide a citation and explain 

why that assumption is not appropriate for this purpose.

Question Number Explanation

– This Completes Schedule C of Form CPO-PQR –
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Form CPO-PQR Template · Schedule C
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CFTC POOL QUARTERLY REPORT FOR COMMODITY POOL OPERATORS 

Form CPO-PQR Template

OATH

BY FILING THIS REPORT, THE UNDERSIGNED AGREES THAT THE ANSWERS AND INFORMATION 

PROVIDED HEREIN are complete and accurate, and are not misleading in any material respect to the best of the 

undersigned’s knowledge and belief. Furthermore, by filing this Form CPO-PQR, the undersigned agrees that he or 

she knows that it is unlawful to sign this Form CPO-PQR if he or she knows or should know that any of the answers 

and information provided herein is not accurate and complete.

Name of the individual signing this Form CPO-PQR on behalf of the CPO:

Capacity in which the above is signing on behalf of the CPO:
TEMPLATE: DO NOT SEND TO NFA

ANNUAL PROGRAM REPORT FOR COMMODITY TRADING ADVISORS

196

COMMODITY FUTURES TRADING COMMISSION

Instructions for Using the Form CTA-PR Template

CFTC Form CTA-PR

OMB No.: 3038-XXXX

READ THESE INSTRUCTIONS CAREFULLY BEFORE COMPLETING OR REVIEWING THE REPORTING 

FORM. 

This document is not a reporting form. Do not send this document to NFA. It is a template that you may use 

to assist in filing the electronic reporting form with the NFA at: http://www.nfa.futures.org. 

You may fill out the template online and save and/or print it when you are finished or you can download the template 

and/or print it and fill it out later.

DEFINED TERMS

Words that are underlined in this form are defined terms and have the meanings contained in the Definitions of Terms 

section.

GENERAL

Read the Instructions and Questions Carefully

Please read the instructions and the questions in this Form CTA-PR carefully. A question that is answered 

incorrectly because it was misread or misinterpreted can severely impact your ability to operate as a CTA.

In this Form CTA-PR, “you” means the CTA.

Call CFTC with Questions

If there is any question about whether particular information must be provided or about the manner in which particular 

information must be provided, contact the CFTC for clarification.
TEMPLATE: DO NOT SEND TO NFA

ANNUAL PROGRAM REPORT FOR COMMODITY TRADING ADVISORS

197

COMMODITY FUTURES TRADING COMMISSION

Instructions for Using the Form CTA-PR Template

REPORTING INSTRUCTIONS

1. All CTAs Are Required to Complete and File the Form CTA-PR Annually.

2. The Form CTA-PR Must Be Filed Electronically with NFA

All CTAs must file their Forms CTA-PR electronically using NFA’s EasyFile System. NFA’s EasyFile System can 

be accessed through NFA’s website at www.nfa.futures.org. You will use the same logon and password for filing 

your Form CTA-PR as you would for any other EasyFile filings. Questions regarding your NFA ID# or your use of 

NFA’s EasyFile system should be directed to the NFA. The NFA’s contact information is available on its website.

3. All Figures Reported in U.S. Dollars

All questions asking for amounts or investments must be reported in U.S. dollars. Any amounts converted to U.S. 

dollars must use the conversion rate in effect on the Reporting Date.

4. Use of U.S. GAAP

All financial information in this Report must be presented and computed in accordance with Generally Accepted 

Accounting Principles consistently applied.

5. Oath and Affirmation

This Form CTA-PR will not be accepted unless it is complete and contains an oath or affirmation that, to the best of 

the knowledge and belief of the individual making the oath or affirmation, the information contained in the document 

is accurate and complete; provided however, that is shall be unlawful for the individual to make such oath or 

affirmation if the individual knows or should know that any of the information in this Form CTA-PR is not accurate 

and complete.
TEMPLATE: DO NOT SEND TO NFA

ANNUAL PROGRAM REPORT FOR COMMODITY TRADING ADVISORS

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COMMODITY FUTURES TRADING COMMISSION

Definitions of Terms for the Form CTA-PR Template

DEFINITIONS OF TERMS

Commodity Futures Trading Commission or CFTC: The term “Commodity Futures Trading Commission” or 

“CFTC” refers to the United States Commodity Futures Trading Commission.

Commodity Pool or Pool: The term “Commodity Pool” or “Pool” has the same meaning as “commodity pool” as 

defined in section 1a(10) of the Commodity Exchange Act.

Commodity Trading Advisor: The term “commodity trading advisor” or “CTA” has the same meaning as 

“commodity trading adviser” as defined in section 1a(12) of the Commodity Exchange Act.

Direct: The term “Direct” as used in the context of trading commodity interest accounts, has the same meaning as 

“direct” as defined in CFTC Rule 4.10(f).

Form CTA-PR: The term “Form CTA-PR” refers to this Form CTA-PR.

GAAP: The term “Generally Accepted Accounting Principles” refers to U.S. GAAP.

National Futures Association or NFA: The term “National Futures Association” or “NFA” refers to the National 

Futures Association, a registered futures association under Section 17 of the Commodity Exchange Act.

Reporting Date: The term “Reporting Date” means the last calendar day of the calendar year for which this Form 

CTA-PR is required to be completed and filed. 

Trading Program: The term “Trading Program has the same meaning as “trading program” as defined in CFTC Rule 

4.10(g).
TEMPLATE: DO NOT SEND TO NFA

ANNUAL PROGRAM REPORT FOR COMMODITY TRADING ADVISORS

COMMODITY FUTURES TRADING COMMISSION

Form CTA-PR Template 

INFORMATION ABOUT THE CTA

1. CTA INFORMATION

Provide the following general information concerning the CTA: 

a. CTA’s Name:

b. CTA’s NFA ID#:

c. Person to contact concerning this Form CTA-PR: 

d. Total number of Trading Programs offered by the CTA:

e. Total number of Trading Programs offered by the CTA under 

which the CTA Directs Pool assets:

2. POOL ASSETS DIRECTED BY THE CTA

Provide the following information concerning the amount of assets Directed by the CTA:

a. Total assets Directed by CTA:

b. Total Pool assets Directed by CTA:

c. Name(s) of Pools advised by the CTA:

d: Name of the reporting CPO for each Pool identified in 2.c. above:
TEMPLATE: DO NOT SEND TO NFA

ANNUAL PROGRAM REPORT FOR COMMODITY TRADING ADVISORS

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COMMODITY FUTURES TRADING COMMISSION

Form CTA-PR Template · Oath

OATH

BY FILING THIS Form CTA-PR, THE UNDERSIGNED AGREES THAT THE ANSWERS AND INFORMATION 

PROVIDED HEREIN are complete and accurate, and are not misleading in any material respect to the best of the 

undersigned’s knowledge and belief. Furthermore, by filing this Form CTA-PR, the undersigned agrees that he or 

she knows that it is unlawful to sign this Form CTA-PR if he or she knows or should know that any of the answers 

and information provided herein is not accurate and complete.

Name of the individual signing this Form CTA-PR on behalf of the CTA:

Capacity in which the above is signing on behalf of the CTA: