In response to a request from the Managed Fund Association (“MFA”) (“Request Letter”), the Market Participants Division (“MPD”) of the Commodity Futures Trading Commission (“CFTC” or the “Commission”) issued an important No-Action Letter (No. 25-50 dated Dec. 19, 2025) (the “No-Action Letter”) that permits, on an interim basis, certain private fund managers that are currently dually registered (i) as an investment adviser with the SEC and(ii) as either (a) a commodity pool operator (“CPO”) or (b) as a commodity trading adviser (“CTA”), to deregister from the CFTC and the National Futures Association (“NFA”), provided that certain conditions described below are met. The Request Letter and the No-Action letter are available here. Also relevant is the MFA’s September 22, 2025 letter addressed to Caroline Pham, Acting Chair of the CFTC.

The Request Letter asks the CFTC to reinstate Rule 4.13(a)(4) (the “QEP Exemption”) which was rescinded in 2012. The term “Qualified Eligible Person” or “QEP” is defined in CFTC Regulation 4.7(a)(6) and refers to sophisticated investors that do not require the same level of regulatory oversight such as institutional investors, family offices, and high net worth individuals such as Qualified Purchasers.

Based on the largely duplicative regulatory regime and the excessive burden of complying with both regulatory regimes, MPD took the following no-action position, subject to certain conditions, pending consideration of the potential reinstatement of the QEP Exemption by the Commission. Accordingly, until such time as the Commission promulgates rules, or publicly determines not to promulgate rules, addressing the reinstatement of the QEP Exemption, MPD will not recommend that the Commission commence enforcement action against any person that (A) fails to register with the Commission as a CPO, or (B) withdraws from registration with the Commission as a CPO, subject to the following conditions (any such person that meets the conditions below and relies on this no-action position to not register as a CPO or withdraw from registration as a CPO, a “QEP No-Action CPO”)):

(1) The person is currently, or would be, until such time as the Commission may promulgate regulations to reinstate the QEP Exemption, required to be registered with the Commission as a CPO for its commodity pool operations, or relies upon an existing exemption from such CPO registration in Commission Regulation 4.13;

(2) The person is registered with the SEC as an investment adviser;

(3) The interests of the pool operated by the person are exempt from registration under the Securities Act of 1933 and sold without marketing to the public in the United States (provided, that the prohibition on marketing to the public shall not apply to a pool that is also offered pursuant to 17 CFR 230.506(c));

(4) The person reasonably believes at the time of investment, or at the time of relying on this no-action position from CPO registration, that each pool participant meets the QEP definition under Commission Regulation 4.7(a)(6);

(5) The person files a Form PF with the SEC with respect to the pool(s) covered by this no-action position, which is received by the CFTC;

(6) The person complies with the requirements of Commission Regulations 4.13(b) (except paragraph (b)(2)) and 4.13(c) as if reliance on the no-action position contained in the No-Action Letter were an exemption from registration under 4.13(a), with the exception that notices documenting reliance on this no-action position are filed via email to mpdnoaction@cftc.gov. Provided that a notice claiming this no-action position is materially complete, it should be considered effective upon emailing to the Division.

Further, solely with respect to the pools for which a QEP No-Action CPO qualifies for this no-action position and for which the QEP No-Action CPO chooses to rely on the no-action position from CPO registration, MPD will not recommend that the Commission commence an enforcement action against any such QEP No-Action CPO, if such QEP No-Action CPO fails to register, or withdraws from registration, as a CTA.

Finally, as requested by MFA, for the avoidance of doubt, MPD confirms that a QEP No-Action CPO who is relying on this no-action position, would not be required to comply with the mandatory redemption offer requirements of Commission Regulation 4.13(e)(2) solely with respect to pools for which the QEP No-Action CPO is relying on this no-action position.