March 20, 2026

NFA Adopts Amendments to Rule 2-45: Implications for Investment Managers

Alston & Bird + Follow Contact LinkedIn Facebook X Send Embed Our Investment Funds Group examines new National Futures Association (NFA) amendments to Rule 2-45 that clarify the treatment of affiliate lending arrangements and establish additional compliance expectations for certain commodity pool operators (CPOs).

• The amendments broaden circumstances in which NFA-member CPOs may make loans or advances from pool assets to affiliated parties
• New exceptions primarily apply to large, regulated investment managers and certain registered or exempt fund structures
• Effective March 16, 2026, the changes introduce compliance, recordkeeping, and oversight obligations Recent amendments adopted by the National Futures Association (NFA) revised NFA Compliance Rule 2-45 and related Interpretive Notice 9062, expanding the circumstances in which NFA-member commodity pool operators (CPOs) may make loans or advances from pool assets to affiliated parties. The changes, effective March 16, 2026, are intended to clarify the rule’s scope and align it with evolving Commodity Futures Trading Commission (CFTC) policy and market practices—particularly for large, regulated investment managers.

Background and Rationale

On March 6, 2026, the NFA submitted proposed amendments to NFA Compliance Rule 2-45, which prohibits direct or indirect loans by a commodity pool to its NFA-member CPO or related persons, subject to certain safe harbors as described in Interpretive Notice 9062. Since adopting the rule in 2009, the NFA has generally interpreted the prohibition broadly, sometimes viewing financial arrangements not expressly contemplated by the rule’s text.

More recently, several large NFA-member CPOs raised concerns that the rule was inadvertently capturing transactions not intended by the original rule, especially those necessary for pursuing investment strategies involving loans to affiliates. The NFA acknowledged that these types of transactions, particularly for CPOs registered with or affiliated with SEC-registered investment advisers and operating under specific CFTC no-action letters, were not the type of conduct the rule was intended to prohibit.

In response, the NFA board approved amendments to permit loans to affiliated entities under certain conditions, including requirements that transactions are commercially reasonable and demonstrably beneficial to pool participants. The new amendments are intended to clarify Rule 2-45’s application and align it with recent CFTC policy.

Key Provisions of the Amendments

The amendments maintain the general prohibition on loans or advances from pool assets to a CPO, its principals, or affiliated or related parties, but introduce new exceptions for:

• CPOs registered with, or affiliated with, Securities and Exchange Commission (SEC)-registered investment advisers managing at least $1.5 billion in assets and operating pools under CFTC Regulation 4.13 or 4.7, or No-Action Letters 25-50 or 26-06, subject to the new recordkeeping and monitoring requirements.
• Pools that are registered investment companies (RICs) or business development companies (BDCs) and engaging in loan arrangements or similar transactions permitted by the Investment Company Act of 1940 or other applicable SEC rules or relief.
• Pools that are excluded from registration under Sections 3(c)(1) or 3(c)(7) of the Investment Company Act (or registered under the Securities Act of 1933), or exempt under CFTC Regulations 4.13 or 4.7, or the recent No-Action Letters 25-50 and 26-06, and the loan or advance in question satisfies the conditions in NFA Interpretive Notice 9062. For CPOs relying on the exception for SEC-registered investment advisers or affiliates, the amended rule imposes new compliance obligations. Firms must maintain records demonstrating that any loan or advance benefits pool participants, that the recipient is financially able to repay the loan, and that the terms are commercially reasonable and fair. Ongoing monitoring of the recipient’s compliance is required, and CPOs must act in the event of noncompliance.

CPOs that do not qualify for these exceptions remain subject to the existing prohibitions. The amendments also introduce definitions of “affiliated” and “related” persons or entities, clarifying the rule’s scope.

Compliance Expectations for Investment Managers

Investment management firms acting as CPOs should review their current practices regarding loans or advances from pool assets. Firms seeking to rely on the new exceptions must ensure that documentation and monitoring frameworks are in place to meet the amended rule’s requirements. Firms that do not qualify should review affiliate relationships and transaction structures in light of the new definitions to ensure ongoing compliance.

Conclusion

The NFA’s amendments to Rule 2-45 reflect a more nuanced approach, balancing the need to protect pool participants with the operational realities of large, sophisticated investment management firms. The changes are designed to exclude from the rule’s scope certain transactions that are subject to other regulatory oversight or that do not present the risks the rule was intended to address. However, the amendments also introduce new compliance obligations for those relying on the exceptions. Investment management firms should assess the impact of these changes and update their compliance programs accordingly.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.
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