On December 19, 2025, the CFTC’s Market Participants Division (“MPD”) issued a no‑action letter providing targeted relief for certain SEC‑registered investment advisers who operate commodity pools privately offererd solely to sophisticated investors known as qualified eligible persons.
According to the CFTC, MPD will not recommend that the Commission commence enforcement action against any adviser for failing to register as a commodity pool operator (“CPO”), or for withdrawing from registration as a CPO, provided they meet the conditions outlined in the letter. The relief was issued in response to a request from the Managed Funds Association on behalf of its members.
What This Means for You
- No‑action relief applies only to SEC‑registered investment advisers operating commodity pools offered solely to qualified eligible persons.
- Firms should review the conditions carefully to determine whether they qualify for the relief.
- This relief does not modify existing statutory requirements, and advisers remain responsible for ensuring compliance with all applicable CFTC and SEC regulations.
Recommended Next Steps
- Conduct an internal review of any commodity pools you operate that rely on exemptions or exclusions.
- Assess whether your investor base meets the qualified eligible person criteria.
- Evaluate whether the conditions of the no‑action letter align with your current compliance framework.
- Consult with compliance professionals to determine whether this relief may reduce your regulatory burden or require updated disclosures.
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If you would like assistance evaluating how this development may affect your firm, our team is available to help.
