NYSE, What waggie said is true...and... My understanding is that if you are dealing with clients, then you would need the appropriate licenses. Since that is not the case, you may still be subject to significant disclosure requirements and some registrations. A fund of funds (on the NFA side) is generally required to ensure that the folks actually making the trading decisions are licensed, as are CTAs and CPOs. At a minimum, you may be required to be registered as an associated person. From what I've heard, the only exemption from licensing is if all your clients are Broker/Dealers or banks or pension funds etc...(check out the 4.7 exemption section), but I am certainly no expert. Last thing you wanna do is run afoul of some regs. Many states are cracking down on unregulated funds and love to make examples of little guys who lose money and don't have their ducks in a row.